AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 6, 1999
                                                 REGISTRATION NO. 333-________

==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933
                                  ------------
                                TOYS "R" US, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                  22-3260693
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

                                  461 FROM ROAD
                            PARAMUS, NEW JERSEY 07652
                                 (201) 262-7800
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                                TOYS "R" US, INC.
                             NON-EMPLOYEE DIRECTORS'
                                 STOCK UNIT PLAN
                                STOCK OPTION PLAN
                           DEFERRED COMPENSATION PLAN
                            (Full Title of the Plans)

                                 LOUIS LIPSCHITZ
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                TOYS "R" US, INC.
                                  461 FROM ROAD
                            PARAMUS, NEW JERSEY 07652
                                 (201) 262-7800
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:
                              DENNIS J. BLOCK, ESQ.
                          CADWALADER, WICKERSHAM & TAFT
                                 100 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                                 (212) 504-6000

                               ------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
  TITLE OF EACH CLASS OF                              PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
        SECURITIES                AMOUNT TO BE            OFFERING                AGGREGATE          REGISTRATION
     TO BE REGISTERED              REGISTERED          PRICE PER UNIT          OFFERING PRICE             FEE
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                     <C>                    <C>
Common Stock, par value
   $.10 per share (1)(2)(3)       1,199,013 shares        $21.28(4)            $25,514,996(4)           $7,093.17
===================================================================================================================
</TABLE>

(1) To be issued pursuant to the Registrant's Non-Employee Directors' Stock Unit
    Plan (the "Unit  Plan"),  Non-Employee  Directors'  Stock  Option  Plan (the
    "Option Plan") or Non-Employee  Directors'  Deferred  Compensation Plan (the
    "Deferred  Compensation  Plan") in any  combination.  Options may be granted
    with respect to a maximum of  1,000,000  shares of the  Registrant's  Common
    Stock under the Option  Plan.  199,013  shares  represent an estimate of the
    maximum  number of  shares  issuable  under  the Unit Plan and the  Deferred
    Compensation Plan.

(2) In  addition,  pursuant  to Rule 416 under the  Securities  Act of 1933,  as
    amended (the "Securities  Act"), this Registration  Statement also covers an
    indeterminate  number  of  shares  as  may be  required  to  cover  possible
    adjustments under the Unit Plan and the Option Plan.

<PAGE>

(3) On January 7, 1998,  the  Registrant  entered into a Rights  Agreement  with
    American Stock Transfer & Trust Company and declared a dividend distribution
    of one right for each  outstanding  share of Common Stock to stockholders of
    record on January  22,  1998.  The rights  attached  to all shares of Common
    Stock  outstanding on such date and thereafter to all shares of Common Stock
    issued.  The shares of Common Stock registered  hereby to be issued pursuant
    to the Unit Plan,  Option Plan and Deferred  Compensation  Plan include such
    rights.  Such rights are not separately  transferable  apart from the Common
    Stock,  nor are they  exercisable  until the  occurrence of certain  events.
    Value  attributable to such rights, if any, is reflected in the market price
    of  the  Common  Stock,  and  such  rights  are  issued  for  no  additional
    consideration.  Accordingly,  there is no offering price for the rights, and
    no registration fee is required.

(4) Estimated  solely  for the  purpose  of  calculating  the  registration  fee
    pursuant to Rule 457(h)(1) under the Securities Act, based on the average of
    the high  and low  prices  per  share of the  Registrant's  Common  Stock as
    reported on the New York Stock Exchange Composite Tape on June 29, 1999.


                                        2

<PAGE>

                               EXPLANATORY NOTE

    This Registration  Statement is being filed by Toys "R" Us, Inc., a Delaware
corporation  (the "Company") in order to register:  (i) 1,000,000  shares of the
Company's  common  stock,  par value $.10 per share (the  "Common  Stock"),  the
maximum  number of shares as to which  options may be granted under the Toys "R"
Us, Inc. Non-Employee  Directors' Stock Option Plan (the "1999 Directors' Option
Plan");  and (ii) 199,013  shares of Common  Stock,  estimated to be the maximum
number of shares  issuable under the Toys "R" Us, Inc.  Non-Employee  Directors'
Stock  Unit Plan (the "1999  Directors'  Unit  Plan") and the Toys "R" Us,  Inc.
Non-Employee   Directors'  Deferred  Compensation  Plan  (the  "1999  Directors'
Deferred Plan").

<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

    The documents containing information specified in Part I of Form S-8 will be
sent or given to non-employee  directors  eligible to participate in each of the
1999  Directors'  Unit  Plan,  the  1999  Directors'  Option  Plan  and the 1999
Directors'  Deferred Plan as specified by Rule 428(b)(1) of the Securities  Act.
Those   documents  and  the  documents   incorporated  by  reference  into  this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.


                                       I-1

<PAGE>

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following  documents,  which  have been filed by the  Company  with the
Securities and Exchange Commission (the "Commission"),  are incorporated in this
Registration Statement by reference:

        1. The  Company's  Annual  Report on Form 10-K for the fiscal year ended
    January 30, 1999, filed pursuant to Section 13(a) or 15(d) of the Securities
    Exchange Act of 1934, as amended (the "Exchange Act").

        2. The  Company's  Notice of Annual  Meeting of  Stockholders  and Proxy
    Statement for its Annual Meeting of Stockholders held on June 9, 1999, filed
    pursuant to Section 14 of the Exchange Act.

        3. The Company's  Quarterly Report on Form 10-Q for the quarterly period
    ended May 1, 1999 filed  pursuant to Section  13(a) or 15(d) of the Exchange
    Act.

        4. The Company's Current Report on Form 8-K dated April 16, 1999.

        5.  The  description  of the  Common  Stock  contained  in Item 1 of the
    Company's  Registration  Statement on Form 8-A filed with the  Commission on
    June 18, 1979,  pursuant to Section 12 of the Exchange  Act,  including  any
    amendments or reports filed for the purpose of updating such description.

    All reports and other documents  subsequently  filed by the Company pursuant
to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act  subsequent to the
date of this Registration  Statement and prior to the filing of a post-effective
amendment which  indicates that all securities  offered hereby have been sold or
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated  by  reference in and to be a part of this  Registration  Statement
from the date of filing of such reports and documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The legality of the issuance of the Common Stock being registered  hereby is
being passed upon by  Cadwalader,  Wickersham & Taft, 100 Maiden Lane, New York,
New  York  10038,  counsel  for the  Company.  Dennis  J.  Block,  a  member  of
Cadwalader, Wickersham & Taft, is the Secretary of the Company.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Limitation of Directors' Liability.

    The Delaware General  Corporation Law ("DGCL") provides that a corporation's
certificate  of  incorporation  may include a provision  limiting  the  personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director.  However,  no such provision
can  eliminate  or limit the  liability  of a director (i) for any breach of the
director's duty of


                                      II-1

<PAGE>

loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve  intentional  misconduct or knowing  violation of
the law,  (iii) under  Section 174 of the DGCL,  which  relates to liability for
unlawful  payments of dividends or unlawful stock  repurchases  or  redemptions,
(iv) for any transaction  from which the director  derived an improper  personal
benefit,  or (v)  for  any  act or  omission  prior  to the  adoption  of such a
provision  in  the  certificate  of   incorporation.   The  Company's   Restated
Certificate  of  Incorporation  contains a provision  eliminating  the  personal
liability  for monetary  damages of its  directors to the full extent  permitted
under the DGCL.

Indemnification and Insurance.

    The  DGCL  contains  provisions  setting  forth  conditions  under  which  a
corporation  may indemnify its  directors and officers.  The Company's  Restated
Certificate of Incorporation  provides that a director or officer who is a party
to any action,  suit or proceeding  shall be entitled to be  indemnified  by the
Company  to  the  extent  permitted  by the  DGCL  against  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement  incurred by
such director or officer in connection with such action, suit or proceeding. The
Company has entered into  indemnification  agreements with each of its directors
and  intends to enter into  indemnification  agreements  with each of its future
directors.  Pursuant to such indemnification  agreements, the Company has agreed
to  indemnify  its  directors   against  certain   liabilities,   including  any
liabilities arising out of this Registration Statement.  The Company maintains a
standard  form of officers'  and  directors'  liability  insurance  policy which
provides  coverage  to the  officers  and  directors  of the Company for certain
liabilities.

    For the undertaking with respect to indemnification, see Item 9.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.

ITEM 8.     EXHIBITS.

            Exhibit
            No.           Document
            ---           --------

            4.1       -   Restated   Certificate   of   Incorporation   of   the
                          Registrant  (filed on January 2,  1996).  Incorporated
                          herein by reference to Exhibit 3.1 to the Form 8-B.

            4.2       -   Amended and Restated  By-Laws of the Registrant (as of
                          January 1, 1996).  Incorporated herein by reference to
                          Exhibit 3.2 to the Form 8-B. An amendment  dated March
                          11, 1997 to Amended and Restated By-Laws. Incorporated
                          herein by reference to Exhibit 3B to the  Registrant's
                          Annual  Report on Form 10-K for the year ended January
                          31, 1998.

            4.3       -   Amended and  Restated  Rights  Agreement,  dated as of
                          April 16, 1999  between Toys "R" Us, Inc. and American
                          Stock Transfer & Trust Company. Incorporated herein by
                          reference  to  Exhibit 1 to the  Registrant's  Current
                          Report on Form 8-K dated April 16, 1999.


                                      II-2

<PAGE>

            Exhibit
            No.           Document
            ---           --------

            4.4       -   Toys "R" Us, Inc.  Non-Employee  Directors' Stock Unit
                          Plan. Incorporated herein by reference to Exhibit A to
                          the  Registrant's  Proxy  Statement for the year ended
                          January 30, 1999.

            4.5       -   Toys "R" Us, Inc. Non-Employee Directors' Stock Option
                          Plan. Incorporated herein by reference to Exhibit B to
                          the  Registrant's  Proxy  Statement for the year ended
                          January 30, 1999.

            4.6       -   Toys "R" Us,  Inc.  Non-Employee  Directors'  Deferred
                          Compensation Plan. Incorporated herein by reference to
                          Exhibit C to the Registrant's  Proxy Statement for the
                          year ended January 30, 1999.

            5         -   Opinion of Cadwalader, Wickersham & Taft.

            23.1      -   Consent of Ernst & Young LLP.

            23.2      -   Consent of Cadwalader,  Wickersham & Taft (included in
                          Exhibit 5).

            24        -   Power of attorney  (included in the signature pages to
                          the Registration Statement).

ITEM 9.     UNDERTAKINGS.

    The undersigned registrant hereby undertakes:

    (a) To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

            (i)   to include any  prospectus  required by Section  10(a)(3) of
    the Securities Act;

            (ii) to reflect in the  prospectus any facts or events arising after
    the  effective  date  of the  Registration  Statement  (or the  most  recent
    post-effective  amendment thereto) which,  individually or in the aggregate,
    represent  a  fundamental  change  in  the  information  set  forth  in  the
    Registration  Statement.  Notwithstanding  the  foregoing,  any  increase or
    decrease in the volume of  securities  offered (if the total dollar value of
    securities  offered  would not  exceed  that which was  registered)  and any
    deviation from the low or high end of the estimated  maximum  offering range
    may be  reflected  in the  form of  prospectus  filed  with  the  Commission
    pursuant  to Rule  424(b) if, in the  aggregate,  the  changes in volume and
    price  represent no more than a 20 percent  change in the maximum  aggregate
    offering price set forth in the  "Calculation of Registration  Fee" table in
    the effective registration statement;

            (iii) to include any material  information  with respect to the plan
    of distribution not previously  disclosed in the  Registration  Statement or
    any material change to such information in the Registration Statement;


                                      II-3

<PAGE>

provided,  however,  that the  undertakings  set forth in paragraphs  (a)(i) and
(a)(ii)  do  not  apply  if  the  information  required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished to the Commission by the Registrant  pursuant to Section
13 or Section  15(d) of the Exchange Act that are  incorporated  by reference in
the Registration Statement.

    (b) That, for the purpose of determining  any liability under the Securities
Act, each such post-effective  amendment will be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time will be deemed  to be the  initial  bona fide  offering
thereof.

    (c) To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

    (d) That,  for purposes of  determining  any liability  under the Securities
Act, each filing of the Registrant's  annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in the  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein and the  offering of such  securities  at that time
shall be deemed to be the initial bona fide offering thereof.

    (e) Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant   pursuant  to  the  provisions  referred  to  in  Item  15  of  this
Registration  Statement,  or otherwise,  the Registrant has been advised that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.


                                      II-4

<PAGE>

                                  SIGNATURES

    Pursuant to the  requirements  of the Securities Act of 1933, the Registrant
hereby certifies that it has reasonable  grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Paramus, State of New Jersey, on July 6, 1999.

                                                 TOYS "R" US, INC.

                                          By:    /s/ Louis Lipschitz
                                                 -------------------------------
                                                 LOUIS LIPSCHITZ
                                                 Executive Vice President
                                                 and Chief Financial Officer

   KNOW ALL MEN BY THESE  PRESENTS,  that each person  whose  signature  appears
below  constitutes and appoints Louis Lipschitz and Dennis J. Block, and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform such and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following  persons in the capacities  indicated
on July 6, 1999.

              Signature                              Title
              ---------                              -----

/s/  Robert C. Nakasone
-------------------------------------      Director and Chief Executive Officer
     Robert C. Nakasone                    (Principal Executive Officer)



 /s/  Louis Lipschitz
-------------------------------------      Executive Vice President and Chief
      Louis Lipschitz                      Financial Officer (Principal
                                           Financial Officer)



/s/  Raymond L. Arthur
-------------------------------------      Vice President - Controller
     Raymond L. Arthur                     (Principal Accounting Officer)



/s/  Michael Goldstein
-------------------------------------      Chairman of the Board
     Michael Goldstein

/s/  Robert A. Bernhard
-------------------------------------      Director
Robert A. Bernhard


                                      II-5

<PAGE>

              Signature                              Title
              ---------                              -----

/s/  RoAnn Costin
-------------------------------------      Director
      RoAnn Costin



/s/  Calvin Hill
-------------------------------------      Director
     Calvin Hill



/s/  Shirley Strum Kenny
-------------------------------------      Director
     Shirley Strum Kenny



/s/  Charles Lazarus
-------------------------------------      Director, Chairman Emeritus
     Charles Lazarus



/s/  Norman S. Matthews
-------------------------------------      Director
     Norman S. Matthews



/s/  Howard W. Moore
-------------------------------------      Director
     Howard W. Moore



/s/  Arthur B. Newman
-------------------------------------      Director
     Arthur B. Newman


                                      II-6

<PAGE>

                                Exhibit Index
                                -------------

            Exhibit
            No.                Document
            ---                --------

            4.1            -   Restated  Certificate  of  Incorporation  of  the
                               Registrant    (filed   on   January   2,   1996).
                               Incorporated  herein by  reference to Exhibit 3.1
                               to the Form 8-B.

            4.2            -   Amended and  Restated  By-Laws of the  Registrant
                               (as of January 1, 1996).  Incorporated  herein by
                               reference  to  Exhibit  3.2 to the Form  8-B.  An
                               amendment  dated  March 11,  1997 to Amended  and
                               Restated   By-Laws.    Incorporated   herein   by
                               reference  to  Exhibit  3B  to  the  Registrant's
                               Annual  Report  on Form  10-K for the year  ended
                               January 31, 1998.

            4.3            -   Amended and Restated Rights  Agreement,  dated as
                               of April 16, 1999  between  Toys "R" Us, Inc. and
                               American   Stock   Transfer   &  Trust   Company.
                               Incorporated  herein by reference to Exhibit 1 to
                               the Registrant's Current Report on Form 8-K dated
                               April 16, 1999.

            4.4            -   Toys "R" Us, Inc.  Non-Employee  Directors' Stock
                               Unit Plan.  Incorporated  herein by  reference to
                               Exhibit A to the Registrant's Proxy Statement for
                               the year ended January 30, 1999.

            4.5            -   Toys "R" Us, Inc.  Non-Employee  Directors' Stock
                               Option Plan.  Incorporated herein by reference to
                               Exhibit B to the Registrant's Proxy Statement for
                               the year ended January 30, 1999.

            4.6            -   Toys  "R"  Us,   Inc.   Non-Employee   Directors'
                               Deferred  Compensation Plan.  Incorporated herein
                               by  reference  to  Exhibit C to the  Registrant's
                               Proxy  Statement  for the year ended  January 30,
                               1999.

            5              -   Opinion of Cadwalader, Wickersham & Taft.

            23.1           -   Consent of Ernst & Young LLP.

            23.2           -   Consent   of   Cadwalader,   Wickersham   &  Taft
                               (included in Exhibit 5).

            24             -   Power  of  attorney  (included  in the  signature
                               pages to the Registration Statement).
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 6, 1999
                                                 REGISTRATION NO. 333-________

==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933
                                  ------------
                                TOYS "R" US, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                  22-3260693
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

                                  461 FROM ROAD
                            PARAMUS, NEW JERSEY 07652
                                 (201) 262-7800
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                                TOYS "R" US, INC.
                             NON-EMPLOYEE DIRECTORS'
                                 STOCK UNIT PLAN
                                STOCK OPTION PLAN
                           DEFERRED COMPENSATION PLAN
                            (Full Title of the Plans)

                                 LOUIS LIPSCHITZ
              EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                TOYS "R" US, INC.
                                  461 FROM ROAD
                            PARAMUS, NEW JERSEY 07652
                                 (201) 262-7800
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:
                              DENNIS J. BLOCK, ESQ.
                          CADWALADER, WICKERSHAM & TAFT
                                 100 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                                 (212) 504-6000

                               ------------------

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
  TITLE OF EACH CLASS OF                              PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
        SECURITIES                AMOUNT TO BE            OFFERING                AGGREGATE          REGISTRATION
     TO BE REGISTERED              REGISTERED          PRICE PER UNIT          OFFERING PRICE             FEE
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value
   $.10 per share (1)(2)(3)       1,199,013 shares        $21.28(4)            $25,514,996(4)           $7,093.17
===================================================================================================================
(1) To be issued pursuant to the Registrant's Non-Employee Directors' Stock Unit
    Plan (the "Unit  Plan"),  Non-Employee  Directors'  Stock  Option  Plan (the
    "Option Plan") or Non-Employee  Directors'  Deferred  Compensation Plan (the
    "Deferred  Compensation  Plan") in any  combination.  Options may be granted
    with respect to a maximum of  1,000,000  shares of the  Registrant's  Common
    Stock under the Option  Plan.  199,013  shares  represent an estimate of the
    maximum  number of  shares  issuable  under  the Unit Plan and the  Deferred
    Compensation Plan.

(2) In  addition,  pursuant  to Rule 416 under the  Securities  Act of 1933,  as
    amended (the "Securities  Act"), this Registration  Statement also covers an
    indeterminate  number  of  shares  as  may be  required  to  cover  possible
    adjustments under the Unit Plan and the Option Plan.
(3) On January 7, 1998,  the  Registrant  entered into a Rights  Agreement  with
    American Stock Transfer & Trust Company and declared a dividend distribution
    of one right for each  outstanding  share of Common Stock to stockholders of
    record on January  22,  1998.  The rights  attached  to all shares of Common
    Stock  outstanding on such date and thereafter to all shares of Common Stock
    issued.  The shares of Common Stock registered  hereby to be issued pursuant
    to the Unit Plan,  Option Plan and Deferred  Compensation  Plan include such
    rights.  Such rights are not separately  transferable  apart from the Common
    Stock,  nor are they  exercisable  until the  occurrence of certain  events.
    Value  attributable to such rights, if any, is reflected in the market price
    of  the  Common  Stock,  and  such  rights  are  issued  for  no  additional
    consideration.  Accordingly,  there is no offering price for the rights, and
    no registration fee is required.

(4) Estimated  solely  for the  purpose  of  calculating  the  registration  fee
    pursuant to Rule 457(h)(1) under the Securities Act, based on the average of
    the high  and low  prices  per  share of the  Registrant's  Common  Stock as
    reported on the New York Stock Exchange Composite Tape on June 29, 1999.

                                        2
EXPLANATORY NOTE

    This Registration  Statement is being filed by Toys "R" Us, Inc., a Delaware
corporation  (the "Company") in order to register:  (i) 1,000,000  shares of the
Company's  common  stock,  par value $.10 per share (the  "Common  Stock"),  the
maximum  number of shares as to which  options may be granted under the Toys "R"
Us, Inc. Non-Employee  Directors' Stock Option Plan (the "1999 Directors' Option
Plan");  and (ii) 199,013  shares of Common  Stock,  estimated to be the maximum
number of shares  issuable under the Toys "R" Us, Inc.  Non-Employee  Directors'
Stock  Unit Plan (the "1999  Directors'  Unit  Plan") and the Toys "R" Us,  Inc.
Non-Employee   Directors'  Deferred  Compensation  Plan  (the  "1999  Directors'
Deferred Plan").
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

    The documents containing information specified in Part I of Form S-8 will be
sent or given to non-employee  directors  eligible to participate in each of the
1999  Directors'  Unit  Plan,  the  1999  Directors'  Option  Plan  and the 1999
Directors'  Deferred Plan as specified by Rule 428(b)(1) of the Securities  Act.
Those   documents  and  the  documents   incorporated  by  reference  into  this
Registration Statement,  taken together,  constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                       I-1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following  documents,  which  have been filed by the  Company  with the
Securities and Exchange Commission (the "Commission"),  are incorporated in this
Registration Statement by reference:

        1. The  Company's  Annual  Report on Form 10-K for the fiscal year ended
    January 30, 1999, filed pursuant to Section 13(a) or 15(d) of the Securities
    Exchange Act of 1934, as amended (the "Exchange Act").

        2. The  Company's  Notice of Annual  Meeting of  Stockholders  and Proxy
    Statement for its Annual Meeting of Stockholders held on June 9, 1999, filed
    pursuant to Section 14 of the Exchange Act.

        3. The Company's  Quarterly Report on Form 10-Q for the quarterly period
    ended May 1, 1999 filed  pursuant to Section  13(a) or 15(d) of the Exchange
    Act.

        4. The Company's Current Report on Form 8-K dated April 16, 1999.

        5.  The  description  of the  Common  Stock  contained  in Item 1 of the
    Company's  Registration  Statement on Form 8-A filed with the  Commission on
    June 18, 1979,  pursuant to Section 12 of the Exchange  Act,  including  any
    amendments or reports filed for the purpose of updating such description.

    All reports and other documents  subsequently  filed by the Company pursuant
to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act  subsequent to the
date of this Registration  Statement and prior to the filing of a post-effective
amendment which  indicates that all securities  offered hereby have been sold or
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated  by  reference in and to be a part of this  Registration  Statement
from the date of filing of such reports and documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The legality of the issuance of the Common Stock being registered  hereby is
being passed upon by  Cadwalader,  Wickersham & Taft, 100 Maiden Lane, New York,
New  York  10038,  counsel  for the  Company.  Dennis  J.  Block,  a  member  of
Cadwalader, Wickersham & Taft, is the Secretary of the Company.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Limitation of Directors' Liability.

    The Delaware General  Corporation Law ("DGCL") provides that a corporation's
certificate  of  incorporation  may include a provision  limiting  the  personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director.  However,  no such provision
can  eliminate  or limit the  liability  of a director (i) for any breach of the
director's duty of

                                      II-1
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve  intentional  misconduct or knowing  violation of
the law,  (iii) under  Section 174 of the DGCL,  which  relates to liability for
unlawful  payments of dividends or unlawful stock  repurchases  or  redemptions,
(iv) for any transaction  from which the director  derived an improper  personal
benefit,  or (v)  for  any  act or  omission  prior  to the  adoption  of such a
provision  in  the  certificate  of   incorporation.   The  Company's   Restated
Certificate  of  Incorporation  contains a provision  eliminating  the  personal
liability  for monetary  damages of its  directors to the full extent  permitted
under the DGCL.

Indemnification and Insurance.

    The  DGCL  contains  provisions  setting  forth  conditions  under  which  a
corporation  may indemnify its  directors and officers.  The Company's  Restated
Certificate of Incorporation  provides that a director or officer who is a party
to any action,  suit or proceeding  shall be entitled to be  indemnified  by the
Company  to  the  extent  permitted  by the  DGCL  against  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement  incurred by
such director or officer in connection with such action, suit or proceeding. The
Company has entered into  indemnification  agreements with each of its directors
and  intends to enter into  indemnification  agreements  with each of its future
directors.  Pursuant to such indemnification  agreements, the Company has agreed
to  indemnify  its  directors   against  certain   liabilities,   including  any
liabilities arising out of this Registration Statement.  The Company maintains a
standard  form of officers'  and  directors'  liability  insurance  policy which
provides  coverage  to the  officers  and  directors  of the Company for certain
liabilities.

    For the undertaking with respect to indemnification, see Item 9.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.

ITEM 8.     EXHIBITS.

            Exhibit
            No.           Document
            ---           --------

            4.1       -   Restated   Certificate   of   Incorporation   of   the
                          Registrant  (filed on January 2,  1996).  Incorporated
                          herein by reference to Exhibit 3.1 to the Form 8-B.

            4.2       -   Amended and Restated  By-Laws of the Registrant (as of
                          January 1, 1996).  Incorporated herein by reference to
                          Exhibit 3.2 to the Form 8-B. An amendment  dated March
                          11, 1997 to Amended and Restated By-Laws. Incorporated
                          herein by reference to Exhibit 3B to the  Registrant's
                          Annual  Report on Form 10-K for the year ended January
                          31, 1998.

            4.3       -   Amended and  Restated  Rights  Agreement,  dated as of
                          April 16, 1999  between Toys "R" Us, Inc. and American
                          Stock Transfer & Trust Company. Incorporated herein by
                          reference  to  Exhibit 1 to the  Registrant's  Current
                          Report on Form 8-K dated April 16, 1999.

                                      II-2
Exhibit
            No.           Document
            ---           --------

            4.4       -   Toys "R" Us, Inc.  Non-Employee  Directors' Stock Unit
                          Plan. Incorporated herein by reference to Exhibit A to
                          the  Registrant's  Proxy  Statement for the year ended
                          January 30, 1999.

            4.5       -   Toys "R" Us, Inc. Non-Employee Directors' Stock Option
                          Plan. Incorporated herein by reference to Exhibit B to
                          the  Registrant's  Proxy  Statement for the year ended
                          January 30, 1999.

            4.6       -   Toys "R" Us,  Inc.  Non-Employee  Directors'  Deferred
                          Compensation Plan. Incorporated herein by reference to
                          Exhibit C to the Registrant's  Proxy Statement for the
                          year ended January 30, 1999.

            5         -   Opinion of Cadwalader, Wickersham & Taft.

            23.1      -   Consent of Ernst & Young LLP.

            23.2      -   Consent of Cadwalader,  Wickersham & Taft (included in
                          Exhibit 5).

            24        -   Power of attorney  (included in the signature pages to
                          the Registration Statement).

ITEM 9.     UNDERTAKINGS.

    The undersigned registrant hereby undertakes:

    (a) To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

            (i)   to include any  prospectus  required by Section  10(a)(3) of
    the Securities Act;

            (ii) to reflect in the  prospectus any facts or events arising after
    the  effective  date  of the  Registration  Statement  (or the  most  recent
    post-effective  amendment thereto) which,  individually or in the aggregate,
    represent  a  fundamental  change  in  the  information  set  forth  in  the
    Registration  Statement.  Notwithstanding  the  foregoing,  any  increase or
    decrease in the volume of  securities  offered (if the total dollar value of
    securities  offered  would not  exceed  that which was  registered)  and any
    deviation from the low or high end of the estimated  maximum  offering range
    may be  reflected  in the  form of  prospectus  filed  with  the  Commission
    pursuant  to Rule  424(b) if, in the  aggregate,  the  changes in volume and
    price  represent no more than a 20 percent  change in the maximum  aggregate
    offering price set forth in the  "Calculation of Registration  Fee" table in
    the effective registration statement;

            (iii) to include any material  information  with respect to the plan
    of distribution not previously  disclosed in the  Registration  Statement or
    any material change to such information in the Registration Statement;

                                      II-3
provided,  however,  that the  undertakings  set forth in paragraphs  (a)(i) and
(a)(ii)  do  not  apply  if  the  information  required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished to the Commission by the Registrant  pursuant to Section
13 or Section  15(d) of the Exchange Act that are  incorporated  by reference in
the Registration Statement.

    (b) That, for the purpose of determining  any liability under the Securities
Act, each such post-effective  amendment will be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time will be deemed  to be the  initial  bona fide  offering
thereof.

    (c) To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

    (d) That,  for purposes of  determining  any liability  under the Securities
Act, each filing of the Registrant's  annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in the  Registration
Statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein and the  offering of such  securities  at that time
shall be deemed to be the initial bona fide offering thereof.

    (e) Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant   pursuant  to  the  provisions  referred  to  in  Item  15  of  this
Registration  Statement,  or otherwise,  the Registrant has been advised that in
the opinion of the Commission such  indemnification  is against public policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

    Pursuant to the  requirements  of the Securities Act of 1933, the Registrant
hereby certifies that it has reasonable  grounds to believe that it meets all of
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Paramus, State of New Jersey, on July 6, 1999.

                                                 TOYS "R" US, INC.

                                          By:    /s/ Louis Lipschitz
                                                 -------------------------------
                                                 LOUIS LIPSCHITZ
                                                 Executive Vice President
                                                 and Chief Financial Officer

   KNOW ALL MEN BY THESE  PRESENTS,  that each person  whose  signature  appears
below  constitutes and appoints Louis Lipschitz and Dennis J. Block, and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform such and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following  persons in the capacities  indicated
on July 6, 1999.

              Signature                              Title
              ---------                              -----

/s/  Robert C. Nakasone
-------------------------------------      Director and Chief Executive Officer
     Robert C. Nakasone                    (Principal Executive Officer)

 /s/  Louis Lipschitz
-------------------------------------      Executive Vice President and Chief
      Louis Lipschitz                      Financial Officer (Principal
                                           Financial Officer)

/s/  Raymond L. Arthur
-------------------------------------      Vice President - Controller
     Raymond L. Arthur                     (Principal Accounting Officer)

/s/  Michael Goldstein
-------------------------------------      Chairman of the Board
     Michael Goldstein

/s/  Robert A. Bernhard
-------------------------------------      Director
Robert A. Bernhard

                                      II-5
Signature                              Title
              ---------                              -----

/s/  RoAnn Costin
-------------------------------------      Director
      RoAnn Costin

/s/  Calvin Hill
-------------------------------------      Director
     Calvin Hill

/s/  Shirley Strum Kenny
-------------------------------------      Director
     Shirley Strum Kenny

/s/  Charles Lazarus
-------------------------------------      Director, Chairman Emeritus
     Charles Lazarus

/s/  Norman S. Matthews
-------------------------------------      Director
     Norman S. Matthews

/s/  Howard W. Moore
-------------------------------------      Director
     Howard W. Moore

/s/  Arthur B. Newman
-------------------------------------      Director
     Arthur B. Newman

                                      II-6
Exhibit Index
                                -------------

            Exhibit
            No.                Document
            ---                --------

            4.1            -   Restated  Certificate  of  Incorporation  of  the
                               Registrant    (filed   on   January   2,   1996).
                               Incorporated  herein by  reference to Exhibit 3.1
                               to the Form 8-B.

            4.2            -   Amended and  Restated  By-Laws of the  Registrant
                               (as of January 1, 1996).  Incorporated  herein by
                               reference  to  Exhibit  3.2 to the Form  8-B.  An
                               amendment  dated  March 11,  1997 to Amended  and
                               Restated   By-Laws.    Incorporated   herein   by
                               reference  to  Exhibit  3B  to  the  Registrant's
                               Annual  Report  on Form  10-K for the year  ended
                               January 31, 1998.

            4.3            -   Amended and Restated Rights  Agreement,  dated as
                               of April 16, 1999  between  Toys "R" Us, Inc. and
                               American   Stock   Transfer   &  Trust   Company.
                               Incorporated  herein by reference to Exhibit 1 to
                               the Registrant's Current Report on Form 8-K dated
                               April 16, 1999.

            4.4            -   Toys "R" Us, Inc.  Non-Employee  Directors' Stock
                               Unit Plan.  Incorporated  herein by  reference to
                               Exhibit A to the Registrant's Proxy Statement for
                               the year ended January 30, 1999.

            4.5            -   Toys "R" Us, Inc.  Non-Employee  Directors' Stock
                               Option Plan.  Incorporated herein by reference to
                               Exhibit B to the Registrant's Proxy Statement for
                               the year ended January 30, 1999.

            4.6            -   Toys  "R"  Us,   Inc.   Non-Employee   Directors'
                               Deferred  Compensation Plan.  Incorporated herein
                               by  reference  to  Exhibit C to the  Registrant's
                               Proxy  Statement  for the year ended  January 30,
                               1999.

            5              -   Opinion of Cadwalader, Wickersham & Taft.

            23.1           -   Consent of Ernst & Young LLP.

            23.2           -   Consent   of   Cadwalader,   Wickersham   &  Taft
                               (included in Exhibit 5).

            24             -   Power  of  attorney  (included  in the  signature
                               pages to the Registration Statement).