U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

                                 Date of Report
                        (Date of earliest event reported):


                                May 13, 2002

                                Toys "R" Us, Inc.
             (Exact name of registrant as specified in its Charter)



  Delaware                            1-11609                22-3260693
 (State or other jurisdiction      (Commission              (IRS Employer
  of incorporation)                 File Number)             Identification No.)


  461 From Road, Paramus, New Jersey                                    07652
  ----------------------------------------------------------------------------
 (Address of principal executive offices)                             (Zip Code)


       Registrant's telephone number, including area code: (201) 262-7800



<PAGE>


Item 5.         Other Matters

This report relates to certain announcements made by the Registrant in the
following Press Release, dated May 13, 2002:

    FROM:  Ursula H. Moran   (201) 802-5444     Louis Lipschitz  (201) 802-5548
           Investor Relations                   Chief Financial Officer

    FOR:   Toys "R" Us, Inc.                    Rebecca Caruso  (201) 599-8090
           (NYSE:  TOY)                         Media Relations
                                                FOR IMMEDIATE RELEASE



            TOYS "R" US PROVIDES GUIDANCE ON FIRST QUARTER RESULTS

           --First Quarter Results To Be Better Than Anticipated;
           Company Expects To Complete Previously Announced Equity
           Offerings By End of Month--

       PARAMUS, NEW JERSEY, MAY 13, 2002 - Toys "R" Us, Inc. today said that it
       expects to report first quarter results that are better than current
       consensus estimates.

       For the first quarter ended May 4, 2002, the company anticipates a loss
       per share between ($0.02) and ($0.03). Current consensus estimates for
       the quarter are for a loss of ($0.09) per share. The company reported a
       net loss of ($18) million, or ($0.09) per share for the first quarter of
       fiscal 2001.

       Total net sales for the quarter increased 2%, to $2.1 billion, compared
       to the first quarter of last year. Comparable sales for the first quarter
       of fiscal 2002 were down 2% in the U.S. toy stores, up 10% in the
       International toy stores (in local currency), and up 3% in the
       Babies-R-Us division. Sales at Toysrus.com increased 57% to $46 million
       from $29 million in the first quarter of 2001.

       John Eyler, Chairman and Chief Executive Officer, stated, "Our comparable
       U.S. toy store sales experienced softness during the quarter due to two
       factors - a pronounced slowdown in the video business in April, and
       weakness in our outdoor seasonal categories. Comparable store sales in
       video and seasonal categories were negative for the quarter. However,
       comparable store sales of core toy merchandise in the U.S. toy stores
       increased 5% for the quarter. Our renovated Mission Possible stores
       maintained a positive sales gap over our unrenovated stores with the 2001
       Mission Possible stores achieving a 7% comparable store sales gap in the
       first quarter. Comparable store sales in the Kids "R" Us division fell
       below last year's levels primarily due to unfavorable weather and its
       impact on the sale of spring apparel."

       Mr. Eyler continued, "Our attention to gross margin improvements and
       ongoing expense reduction initiatives lead us to expect that we will
       improve operating results for the first quarter. In particular, operating
       earnings in our U.S. toy stores and our Babies "R" Us stores are
       anticipated to exceed prior year results. We also believe that we will
       reduce operating losses at Toysrus.com for the quarter."

       Toys "R" Us also said that it expects to complete its previously
       announced offerings of equity and equity-linked securities before the end
       of the month.

       The company plans to release earnings for the first quarter on Monday,
       May 20 before the market opening. Interested individuals may listen to
       the conference call by going to the Investor Broadcast Networks' Vcall
       website located at http://www.vcall.com/NASApp/Vcall/EventPage?ID=81257
       or by accessing the Company's Internet at www.toysrus.com (go to "About
       Toys "R" Us" and then to "Investor Relations") at least fifteen minutes
       prior to the beginning of the call to register, download and install any
       necessary audio software. For those who cannot listen to the live
       broadcast, a replay will be available beginning approximately one hour
       after the event through June 20, 2002 at the Vcall website.

       A replay of the call will also be  available  on May 20 from 11 a.m.
       to 6 p.m.  (ET) and then again on May 21 from 8 a.m. to 6 p.m. (ET) by
       dialing  800-633-8284  (from within the U.S.) or  858-812-6440
       (from  outside the U.S.).  The
       reservation number is 20569891.

<PAGE>


       Toys "R" Us, one of the world's leading retailers of toys, children's
       apparel and baby products, currently sells merchandise through 1604
       stores worldwide: 698 toy stores in the United States; 511 international
       toy stores, including licensed and franchise stores; 183 Kids "R" Us
       children's clothing stores, 169 Babies "R" Us stores and 43 Imaginarium
       stores, and through its Internet sites at www.toysrus.com,
       www.babiesrus.com and www.imaginarium.com.

       This press release contains certain "forward-looking" statements within
       the meaning of Section 27A of the Securities Act of 1933, as amended, and
       Section 21E of the Securities Exchange Act of 1934, as amended, which are
       intended to be covered by the safe harbors created thereby. Such
       statements should be considered as subject to risks and uncertainties
       that exist in the company's operations and business environment that
       could render actual outcomes and results materially different than
       predicted. Factors that could constitute risks are set forth in documents
       filed by the company with the Securities and Exchange Commission.


       ************************************************************************

       Registration statements relating to the common stock and equity security
       units have been filed with the Securities and Exchange Commission but
       have not yet become effective. These securities may not be sold nor may
       offers to buy be accepted prior to the time the registration statements
       become effective. This press release shall not constitute an offer to
       sell or the solicitation of an offer to buy nor shall there be any sale
       of these securities in any state in which such offer, solicitation or
       sale would be unlawful prior to registration or qualification under the
       securities laws of any such state.

                                ########

                                    2

<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  May 13, 2002



                                        By:  /s/ Louis Lipschitz



                                        Name:    Louis Lipschitz
                                        Title:   Executive Vice President and
                                                 Chief Financial Officer


                                        3
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U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                                 Date of Report
                        (Date of earliest event reported):

                                May 13, 2002

                                Toys "R" Us, Inc.
             (Exact name of registrant as specified in its Charter)

  Delaware                            1-11609                22-3260693
 (State or other jurisdiction      (Commission              (IRS Employer
  of incorporation)                 File Number)             Identification No.)

  461 From Road, Paramus, New Jersey                                    07652
  ----------------------------------------------------------------------------
 (Address of principal executive offices)                             (Zip Code)

       Registrant's telephone number, including area code: (201) 262-7800
Item 5.         Other Matters

This report relates to certain announcements made by the Registrant in the
following Press Release, dated May 13, 2002:

    FROM:  Ursula H. Moran   (201) 802-5444     Louis Lipschitz  (201) 802-5548
           Investor Relations                   Chief Financial Officer

    FOR:   Toys "R" Us, Inc.                    Rebecca Caruso  (201) 599-8090
           (NYSE:  TOY)                         Media Relations
                                                FOR IMMEDIATE RELEASE

            TOYS "R" US PROVIDES GUIDANCE ON FIRST QUARTER RESULTS

           --First Quarter Results To Be Better Than Anticipated;
           Company Expects To Complete Previously Announced Equity
           Offerings By End of Month--

       PARAMUS, NEW JERSEY, MAY 13, 2002 - Toys "R" Us, Inc. today said that it
       expects to report first quarter results that are better than current
       consensus estimates.

       For the first quarter ended May 4, 2002, the company anticipates a loss
       per share between ($0.02) and ($0.03). Current consensus estimates for
       the quarter are for a loss of ($0.09) per share. The company reported a
       net loss of ($18) million, or ($0.09) per share for the first quarter of
       fiscal 2001.

       Total net sales for the quarter increased 2%, to $2.1 billion, compared
       to the first quarter of last year. Comparable sales for the first quarter
       of fiscal 2002 were down 2% in the U.S. toy stores, up 10% in the
       International toy stores (in local currency), and up 3% in the
       Babies-R-Us division. Sales at Toysrus.com increased 57% to $46 million
       from $29 million in the first quarter of 2001.

       John Eyler, Chairman and Chief Executive Officer, stated, "Our comparable
       U.S. toy store sales experienced softness during the quarter due to two
       factors - a pronounced slowdown in the video business in April, and
       weakness in our outdoor seasonal categories. Comparable store sales in
       video and seasonal categories were negative for the quarter. However,
       comparable store sales of core toy merchandise in the U.S. toy stores
       increased 5% for the quarter. Our renovated Mission Possible stores
       maintained a positive sales gap over our unrenovated stores with the 2001
       Mission Possible stores achieving a 7% comparable store sales gap in the
       first quarter. Comparable store sales in the Kids "R" Us division fell
       below last year's levels primarily due to unfavorable weather and its
       impact on the sale of spring apparel."

       Mr. Eyler continued, "Our attention to gross margin improvements and
       ongoing expense reduction initiatives lead us to expect that we will
       improve operating results for the first quarter. In particular, operating
       earnings in our U.S. toy stores and our Babies "R" Us stores are
       anticipated to exceed prior year results. We also believe that we will
       reduce operating losses at Toysrus.com for the quarter."

       Toys "R" Us also said that it expects to complete its previously
       announced offerings of equity and equity-linked securities before the end
       of the month.

       The company plans to release earnings for the first quarter on Monday,
       May 20 before the market opening. Interested individuals may listen to
       the conference call by going to the Investor Broadcast Networks' Vcall
       website located at http://www.vcall.com/NASApp/Vcall/EventPage?ID=81257
       or by accessing the Company's Internet at www.toysrus.com (go to "About
       Toys "R" Us" and then to "Investor Relations") at least fifteen minutes
       prior to the beginning of the call to register, download and install any
       necessary audio software. For those who cannot listen to the live
       broadcast, a replay will be available beginning approximately one hour
       after the event through June 20, 2002 at the Vcall website.

       A replay of the call will also be  available  on May 20 from 11 a.m.
       to 6 p.m.  (ET) and then again on May 21 from 8 a.m. to 6 p.m. (ET) by
       dialing  800-633-8284  (from within the U.S.) or  858-812-6440
       (from  outside the U.S.).  The
       reservation number is 20569891.
Toys "R" Us, one of the world's leading retailers of toys, children's
       apparel and baby products, currently sells merchandise through 1604
       stores worldwide: 698 toy stores in the United States; 511 international
       toy stores, including licensed and franchise stores; 183 Kids "R" Us
       children's clothing stores, 169 Babies "R" Us stores and 43 Imaginarium
       stores, and through its Internet sites at www.toysrus.com,
       www.babiesrus.com and www.imaginarium.com.

       This press release contains certain "forward-looking" statements within
       the meaning of Section 27A of the Securities Act of 1933, as amended, and
       Section 21E of the Securities Exchange Act of 1934, as amended, which are
       intended to be covered by the safe harbors created thereby. Such
       statements should be considered as subject to risks and uncertainties
       that exist in the company's operations and business environment that
       could render actual outcomes and results materially different than
       predicted. Factors that could constitute risks are set forth in documents
       filed by the company with the Securities and Exchange Commission.

       ************************************************************************

       Registration statements relating to the common stock and equity security
       units have been filed with the Securities and Exchange Commission but
       have not yet become effective. These securities may not be sold nor may
       offers to buy be accepted prior to the time the registration statements
       become effective. This press release shall not constitute an offer to
       sell or the solicitation of an offer to buy nor shall there be any sale
       of these securities in any state in which such offer, solicitation or
       sale would be unlawful prior to registration or qualification under the
       securities laws of any such state.

                                ########

                                    2
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  May 13, 2002

                                        By:  /s/ Louis Lipschitz

                                        Name:    Louis Lipschitz
                                        Title:   Executive Vice President and
                                                 Chief Financial Officer

                                        3