As filed with the Securities and Exchange Commission
                            on November 8, 1996
                                              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 of other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

     461 From Road, Paramus, New Jersey                          07652
_____________________________________________________________________________
  (Address of Principal Executive Officers)                    (Zip Code)

                       STOCK OPTION AGREEMENT AND PLAN
                           (Full Title of the Plan)
                               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 and Telephone Number of Agent for Service)
                                Copy to:
                            Andre Weiss, Esq.
                         Schulte Roth & Zabel LLP
                             900 Third Avenue
                        New York, New York  10022
------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE

                                   Proposed         Proposed
  Title of                         Maximum           Maximum        Amount of
 Securities to   Amount to be    Offering Price     Aggregate     Registration
 be Registered    Registered       Per Share    Offering Price (1)    Fee
______________________________________________________________________________
Common Stock,    540,000 shares     $25.44         $13,737,600        $4,165
par value $.10
per share
------------------------------------------------------------------------------

<PAGE>

-----------------------------------------------------------------
(1)   Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the 
"Securities Act"), based on the exercise price ($25.44) at which the options 
outstanding under the Stock OptionAgreement and Plan (the "Plan") may be 
exercised.

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

<PAGE>

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

                               EXPLANATORY NOTE
      Pursuant to General Instruction C of Form S-8, this Registration 
      Statement contains a prospectus meeting the requirements of Part I of 
      Form S-3 relating to reofferings of shares of common stock, par value 
      $.10 per share (the "Common Stock"), of Toys "R" Us, Inc. to be acquired 
      pursuant to the 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 employees participating in the Plan as specified 
by Rule 428(b)(1) of the Securities Act of 1933, as amended.  Those documents 
and the documents incorporated by reference into this Registration Statement 
pursuant to Item 3 of Part II of this Registration Statement, taken together, 
constitute a prospectus that meets the requirements of Section 10(a) of the 
Securities Act of 1933, as amended. 

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

             Item 3.  Incorporation of Documents By Reference.

             The following documents, which have been filed by Toys "R" Us, 
Inc., a Delaware corporation (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 February 3, 1996, filed pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which 
incorporates by reference certified financial statements for the Company's 
fiscal year ended February 3, 1996.

             2.   The Company's Quarterly Reports on Form 10-Q for the quarters 
ended May 4, 1996 and August 3, 1996, filed pursuant to Section 13(a) or 15(d) 
of the Exchange Act.

             3.   The Company's Current Reports on Form 8-K for July 15, 1996 
and October 2, 1996.

             4.   The Company's Notice of Annual Meeting of Stockholders and 
Proxy Statement for its Annual Meeting of Stockholders held on June 5, 1996, 
filed pursuant to Section 14 of the Exchange Act.

             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 13, 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 prior to 
the filing of a post-effective amendment which indicates that all securities 
offered hereby have been sold or which 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.
Legal Opinion.

             The legality of the issuance of the Common Stock being registered 
hereby is being passed upon by Schulte Roth & Zabel LLP, 900 Third Avenue, New 
York, New York 10022, counsel for the Company.  Andre Weiss, a member of 
Schulte Roth & Zabel LLP, is the Secretary of the Company. 

Experts.


             The consolidated financial statements of Toys "R" Us, Inc. and 
subsidiaries incorporated by reference in the Company's Annual Report (Form 
10-K) for the year ended February 3, 1996 have been audited by Ernst & Young 
LLP, independent auditors, as set forth in their report thereon incorporated by 
reference therein and incorporated herein by reference.  Such financial 
statements are, and audited financial statements to be incorporated by 
reference in subsequently filed documents will be, incorporated herein in 
reliance upon the reports of Ernst & Young LLP pertaining to such financial 
statements (to the extent covered by consents filed with the Securities and 
Exchange Commission) given upon the authority of such firm as experts in 
accounting and auditing.

             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 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.

             Item 7.  Exemption from Registration Claimed.

             Not Applicable.

             Item 8.  Exhibits.

             The following is a complete list of exhibits filed as a part of 
this Registration Statement:

             Exhibit No.            Document
                 4                  Stock Option Agreement and Plan dated as of 
                                    May 17, 1995 between the Company and each 
                                    of Michael Goldstein and Robert C. Nakasone 
                                    (incorporated by reference to Exhibit 10.13 
                                    of the Company's Registration of Securities 
                                    of Certain Successor Issuers on Form 8-B 
                                    dated January 3, 1996)

                 5                  Opinion of Schulte Roth & Zabel LLP

                 23.1               Consent of Ernst & Young LLP

                 23.2               Consent of Schulte Roth & Zabel LLP 
                                    (included in Exhibit 5)

                 24                  Powers of Attorney (see pages II-1 and 
                                     II-2 of this Registration Statement)

             Item 9.  Undertakings.

             A.	To Update Annually.


             The undersigned registrant hereby undertakes:

             (1)   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 thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 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;

       provided, however, that paragraphs (A)(1)(i) and (A)(1)(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 15(d) of the 
Exchange Act that are incorporated by reference in the Registration Statement;

             (2)   That, for the purpose of determining any liability under the 
Securities Act, each such post-effective amendment 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; and

             (3)   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.

             B.	Incorporation of Subsequent Exchange Act Documents
                   by Reference.

             The undersigned Registrant hereby undertakes 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 Section 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.

             C.	Indemnification of Officers and Directors.

             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 foregoing provisions, 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.


<PAGE>

   REOFFER
PROSPECTUS
                               TOYS "R" US, INC.
                                 461 From Road
                           Paramus, New Jersey  07652
                          Telephone No. (201) 262-7800
                            _______________________
                     Common Stock, par value $.10 per share
                                 540,000 Shares
                            ______________________

             This Prospectus relates to the subsequent resale or offer for sale 
on the New York Stock Exchange, or otherwise, of shares of Common Stock, par 
value $.10 per share ("Common Stock"), of Toys "R" Us, Inc., a Delaware 
corporation (the "Company"), that may be acquired by Michael Goldstein, Vice 
Chairman of the Board and Chief Executive Officer of the Company, and Robert C. 
Nakasone, a director, President and Chief Operating Officer of the Company, 
each of whom may be deemed to be affiliates of the Company pursuant to the 
purchase by him of shares of Common Stock upon the exercise of options granted 
to him under the Stock Option Agreement and Plan with the Company (the 
"Plan").  In connection with such resales or offers for sale, such persons 
and the brokers through whom such shares may be sold may be deemed to be 
"underwriters" as that term is defined in Section 2(11) of the Securities Act of
1933, as amended (the "Securities Act").  The Company will not receive any of 
the proceeds from the sale of the shares offered hereby.  All expenses incurred
in connection with the registration under the Securities Act and the offering of
the securities hereby will be borne by the Company, but all selling and other 
expenses incurred by an individual Registered Stockholder (as defined herein) 
will be borne by such Registered Stockholder.
                            _______________________

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
               BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
                  THE COMMISSION PASSED UPON THE ACCURACY OR
                       ADEQUACY OF THIS PROSPECTUS.  ANY
                        REPRESENTATION TO THE CONTRARY
                            IS A CRIMINAL OFFENSE.
                            _______________________

             No person has been authorized to give any information or to make 
any representations, other than as contained herein, in connection with the 
offer contained in this Prospectus, and, if given or made, such information or 
representations must not be relied upon.  This Prospectus does not constitute 
an offer to sell or solicitation of an offer to buy any of the securities 
offered hereby in any state to any person to whom it is unlawful to make such 
offer or solicitation.
                            _______________________

                 The date of this Prospectus is November 8, 1996.

<PAGE>

                             AVAILABLE INFORMATION

             The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance therewith files reports and other information with the Securities 
and Exchange Commission (the "Commission"), which may be inspected and copied 
at the public reference facilities maintained by the Commission located at 
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C., 20549, 
and at the regional offices of the Commission located at 7 World Trade Center, 
Suite 1300, New York, New York 10048, and at the Citicorp Center, 500 West 
Madison Street, Suite 1400, Chicago, Illinois 60661.  Copies of such material 
can also be obtained at prescribed rates from the Public Reference Section of 
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 
20549.  The Common Stock is listed on the New York Stock Exchange.  Reports, 
proxy statements, information statements and other information concerning the 
Company can be inspected at the offices of the New York Stock Exchange, 20 
Broad Street, New York, New York 10005.  Also, the Company files such reports, 
proxy statements and other information with the Commission pursuant to the 
Commission's EDGAR system.  The Commission maintains a Web site that contains 
reports, proxy and information statements and other information regarding 
registrants that file electronically with the Commission pursuant to the EDGAR 
system.  The address of the Commission's web site is http://www.sec.gov.  
A copy of any document incorporated by reference in the Registration Statement 
(not including exhibits to the information that is incorporated by reference 
unless such exhibits are specifically incorporated by reference into the 
information that the Registration Statement incorporates) of which this 
Prospectus forms a part but which is not delivered with this Prospectus will be 
provided by the Company without charge to any person to whom this Prospectus 
has been delivered, upon the oral or written request of such person.  Such 
requests should be directed to Louis Lipschitz, Executive Vice President and 
Chief Financial Officer, Toys "R" Us, Inc., 461 From Road, Paramus, New Jersey 
07652, telephone number (201) 262-7800. 

                                  THE COMPANY

             The Company is the world's largest children's specialty retail 
chain in terms of both sales and earnings.  At September 30, 1996, the Company 
operated 653 toy stores in the United States, 368 international toy stores 
(including franchise stores), 211 Kids "R" Us children's clothing stores and 3 
Babies "R" Us stores.  The Company was incorporated in 1993 under the laws of 
the State of Delaware, and the predecessor of the Company was incorporated in 
1928 under the laws of the State of Delaware.  The Company has executive 
offices located at 461 From Road, Paramus, New Jersey 07652, telephone number 
(201) 262-7800.  The Common Stock is listed on the New York Stock Exchange 
under the symbol "TOY".

                                THE OFFERING

             This Reoffer Prospectus relates to shares of Common Stock that may 
be acquired by certain key employees (the "Registered Stockholders") of the 
Company, each of whom may be deemed to be "affiliates" of the Company, pursuant 
to the exercise of options ("Options") granted to such persons under the Plan.  
The address of each Registered Stockholder is c/o Toys "R" Us, Inc., 461 From 
Road, Paramus, New Jersey 07652. 

             The following table sets forth certain information with respect 
to the Registered Stockholders:

                                                       Number of     Number of
                                       Number of      Shares to be   Shares to
                                         Shares     Acquired Under    be Owned
                                      Beneficially    the Plan         After
   Registered        Position with     Owned as of   and Offered     Exercises
  Stockholder         the Company       9/30/96 (1)    Hereby (2)    and Sales

Michael           Vice Chairman of     1,016,123        270,000      1,286,123
Goldstein         the Board and
                  Chief Executive
                  Officer

Robert C.         President and        1,026,267         270,000     1,296,276
Nakasone          Chief Operating
                  Officer
_______________________
(1)   Includes, among other things, shares of Common Stock underlying options 
      granted to each Registered Stockholder under the Plan, as all of such 
      options are exercisable as of, or within 60 days of, November 8, 1996.

(2)   Represents all shares of Common Stock underlying options granted under 
      the Plan to each Registered Stockholder.

None of the Registered Stockholders owned more than one percent of the Common 
Stock outstanding as of September 30, 1996.

Such Options were granted by the Company May 17, 1995, pursuant to the Plan 
dated as of May 17, 1995, between the Company and Mr. Goldstein and Mr. 
Nakasone.  The grant of the Options was approved by a vote of the Company's 
stockholders at an annual meeting held on June 5, 1996.  The Options of each of 
Messrs. Goldstein and Nakasone have become exercisable in whole or in part as 
of June 5, 1996.  The Options expire, absent special circumstances, on May 16, 
2005.

This Prospectus shall relate also to any of the shares that Messrs. Goldstein 
or Nakasone may donate or transfer to charitable and other non-profit 
institutions and family members.  The number of shares issuable under the 
Options, and consequently the number of shares that may be sold hereunder, may 
be changed pursuant to anti-dilution provisions of the Options.

Shares of Common Stock covered by this Reoffer Prospectus may be offered and 
sold from time to time by the Registered Stockholders through brokers on the 
New York Stock Exchange or otherwise, at the prices prevailing at the time of 
such sales.  To the Company's knowledge, no specific brokers or dealers have 
been designated by the Registered Stockholders nor has any agreement been 
entered into in respect of brokerage commissions or for the exclusive or 
coordinated sale of any securities that may be offered pursuant to this Reoffer 
Prospectus.  The Registered Stockholders and any broker or other person through 
whom sales are made by the Registered Stockholders may be regarded as 
"underwriters" within the meaning of the Securities Act, although the 
Registered Stockholders disclaim such status, and their compensation may be 
regarded and underwriters' compensation.

     The Company will not receive any of the proceeds  from the offering 
hereunder.  All expenses incurred in connection with the registration under the 
Securities Act and the offering of the securities hereby will be borne by the 
Company, but all selling and other expenses incurred by an individual 
Registered Stockholder will be borne by such Registered Stockholder.
On November 7, 1996, the closing market price of the Common Stock, as reported 
by the New York Stock Exchange, was $ 36 5/8.

                      DOCUMENTS INCORPORATED BY REFERENCE

                Incorporated herein by reference and made a part hereof are:

          1.     The Company's Annual Report on Form 10-K for the fiscal year 
ended February 3, 1996, filed pursuant to Section 13(a) or 15(d) of the 
Exchange Act.

          2.     The Company's Quarterly Reports on Form 10-Q for the quarters 
ended May  4, 1996 and August 3, 1996, filed pursuant to Section 13(a) or 15(d) 
of the Exchange Act.

          3.     The Company's Current Reports on Form 8-K for July 15, 1996 
and October 2, 1996.

          4.     The Company's Notice of Annual Meeting of Stockholders and 
Proxy Statement for its Annual Meeting of Stockholders held on June 5 1996, 
filed pursuant to Section 14 of the Exchange Act.

          5.     The description of the Company's Common Stock contained in 
Item 1 of the Company's Registration Statement on Form 8-A filed with the 
Commission on June 13, 1979 pursuant to Section 12 of the Exchange Act, 
including any amendments or reports filed for the purpose of updating such 
description.

     All of such documents are on file with the Commission.  All documents 
subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) 
of the Exchange Act prior to the filing of a post-effective amendment which 
indicates that all securities to be offered pursuant hereto have been sold or 
which deregisters all such securities then remaining unsold shall be deemed to 
be incorporated by reference in this Prospectus and to be a part hereof from 
the date of the filing of such documents.

                                   EXPERTS

          The consolidated financial statements of Toys "R" Us, Inc. and 
subsidiaries incorporated by reference in the Company's Annual Report (Form 10-
K) for the year ended February 3, 1996 have been audited by Ernst & Young LLP, 
independent auditors, as set forth in their report thereon incorporated by 
reference therein and incorporated herein by reference.  Such financial 
statements are, and audited financial statements to be included in subsequently 
filed documents will be, incorporated herein in reliance upon the reports of 
Ernst & Young LLP pertaining to such financial statements (to the extent 
covered by consents filed with the Securities and Exchange Commission) given 
upon the authority of such firm as experts in accounting and auditing.

                                 LEGAL MATTERS

          Certain legal matters with respect to the Common Stock being offered 
hereby are being passed upon by Schulte Roth & Zabel LLP, 900 Third Avenue, New 
York, New York 10022, counsel for the Company.  Andre Weiss, a member of 
Schulte Roth & Zabel LLP, is the Secretary of the Company.


                               INDEMNIFICATION

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 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.


<PAGE>

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

                                  TABLE OF CONTENTS

                                Page

Available Information........   A-2

The Company..................   A-2

The Offering.................   A-2

Documents Incorporated
by Reference.................   A-4

Experts......................   A-5

Legal Matters................   A-5

Indemnification..............   A-5

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

Toys "R" Us, Inc. has filed with the Securities and Exchange Commission, 
Washington, D.C., a Registration Statement under the Securities Act of 1933 
with respect to this Offering.  This Prospectus omits certain information 
contained in the Registration Statement.  The information omitted may be 
obtained from the Securities and Exchange Commission upon payment of the 
regular charge therefor.

TOYS "R" US, INC.

540,000 Shares

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

COMMON STOCK,
PAR VALUE
$.10 PER SHARE

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

PROSPECTUS

November 8, 1996

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

<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the 
Registrant 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 this 8th day 
of November, 1996.

                                                TOYS "R" US, INC.

                                                 By:  /S/ Louis Lipschitz
                                                   ----------------------
                                                   Louis Lipschitz
                                                   Executive Vice President and
                                                   Chief Financial Officer

                                  POWER OF ATTORNEY

         The Registrant and each person whose signature appears below hereby 
appoint Michael Goldstein and Louis Lipschitz, and each of them, as their 
attorneys-in-fact, with full power of substitution, to execute in their names 
and on behalf of the Registrant and each such person, individually and in each 
capacity stated below, one or more amendments (including post-effective 
amendments) to this Registration Statement as the attorney-in-fact acting on 
the premise shall from time to time deem appropriate and to file any such 
amendment to this Registration Statement with the Securities and Exchange 
Commission.

         Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities indicated, on this 8th day of November, 1996.

Name and Signature                             Title
---------------------                          -----

/s/Charles Lazarus                 Chairman of the Board
---------------------

/s/Michael Goldstein               Vice Chairman and Chief 
---------------------              Executive Officer (Principal Executive 
                                   Officer)

/s/Robert C. Nakasone              Director, President and 
----------------------             Chief Operating Officer

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

/s/Joseph J. Lombardi              Vice President - Controller
----------------------            (Principal Accounting Officer)


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

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

/s/Milton S. Gould                 Director
-------------------

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

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

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

/s/Harold M. Wit                   Director
----------------------
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 34587}]
{"company-data": {"conformed-name": "TOYS R US INC", "cik": "0001005414", "assigned-sic": "5945", "irs-number": "223260693", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15841", "film-number": "96657311"}, "business-address": {"street1": "461 FROM RD", "city": "PARAMUS", "state": "NJ", "zip": "07652", "phone": "2012627800"}}
As filed with the Securities and Exchange Commission
                            on November 8, 1996
                                              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 of other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

     461 From Road, Paramus, New Jersey                          07652
_____________________________________________________________________________
  (Address of Principal Executive Officers)                    (Zip Code)

                       STOCK OPTION AGREEMENT AND PLAN
                           (Full Title of the Plan)
                               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 and Telephone Number of Agent for Service)
                                Copy to:
                            Andre Weiss, Esq.
                         Schulte Roth & Zabel LLP
                             900 Third Avenue
                        New York, New York  10022
------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE

                                   Proposed         Proposed
  Title of                         Maximum           Maximum        Amount of
 Securities to   Amount to be    Offering Price     Aggregate     Registration
 be Registered    Registered       Per Share    Offering Price (1)    Fee
______________________________________________________________________________
Common Stock,    540,000 shares     $25.44         $13,737,600        $4,165
par value $.10
per share
------------------------------------------------------------------------------
-----------------------------------------------------------------
(1)   Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the 
"Securities Act"), based on the exercise price ($25.44) at which the options 
outstanding under the Stock OptionAgreement and Plan (the "Plan") may be 
exercised.

(2)   In addition, pursuant to Rule 416 under the Securities Act of 1933, as 
amended, this registration statement also covers an indeterminate number of 
shares as may be required to cover possible adjustments under the Plan.
-----------------------------------------------------------------

                               EXPLANATORY NOTE
      Pursuant to General Instruction C of Form S-8, this Registration 
      Statement contains a prospectus meeting the requirements of Part I of 
      Form S-3 relating to reofferings of shares of common stock, par value 
      $.10 per share (the "Common Stock"), of Toys "R" Us, Inc. to be acquired 
      pursuant to the 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 employees participating in the Plan as specified 
by Rule 428(b)(1) of the Securities Act of 1933, as amended.  Those documents 
and the documents incorporated by reference into this Registration Statement 
pursuant to Item 3 of Part II of this Registration Statement, taken together, 
constitute a prospectus that meets the requirements of Section 10(a) of the 
Securities Act of 1933, as amended. 

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

             Item 3.  Incorporation of Documents By Reference.

             The following documents, which have been filed by Toys "R" Us, 
Inc., a Delaware corporation (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 February 3, 1996, filed pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which 
incorporates by reference certified financial statements for the Company's 
fiscal year ended February 3, 1996.

             2.   The Company's Quarterly Reports on Form 10-Q for the quarters 
ended May 4, 1996 and August 3, 1996, filed pursuant to Section 13(a) or 15(d) 
of the Exchange Act.

             3.   The Company's Current Reports on Form 8-K for July 15, 1996 
and October 2, 1996.

             4.   The Company's Notice of Annual Meeting of Stockholders and 
Proxy Statement for its Annual Meeting of Stockholders held on June 5, 1996, 
filed pursuant to Section 14 of the Exchange Act.

             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 13, 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 prior to 
the filing of a post-effective amendment which indicates that all securities 
offered hereby have been sold or which 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.
Legal Opinion.

             The legality of the issuance of the Common Stock being registered 
hereby is being passed upon by Schulte Roth & Zabel LLP, 900 Third Avenue, New 
York, New York 10022, counsel for the Company.  Andre Weiss, a member of 
Schulte Roth & Zabel LLP, is the Secretary of the Company. 

Experts.

             The consolidated financial statements of Toys "R" Us, Inc. and 
subsidiaries incorporated by reference in the Company's Annual Report (Form 
10-K) for the year ended February 3, 1996 have been audited by Ernst & Young 
LLP, independent auditors, as set forth in their report thereon incorporated by 
reference therein and incorporated herein by reference.  Such financial 
statements are, and audited financial statements to be incorporated by 
reference in subsequently filed documents will be, incorporated herein in 
reliance upon the reports of Ernst & Young LLP pertaining to such financial 
statements (to the extent covered by consents filed with the Securities and 
Exchange Commission) given upon the authority of such firm as experts in 
accounting and auditing.

             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 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.

             Item 7.  Exemption from Registration Claimed.

             Not Applicable.

             Item 8.  Exhibits.

             The following is a complete list of exhibits filed as a part of 
this Registration Statement:

             Exhibit No.            Document
                 4                  Stock Option Agreement and Plan dated as of 
                                    May 17, 1995 between the Company and each 
                                    of Michael Goldstein and Robert C. Nakasone 
                                    (incorporated by reference to Exhibit 10.13 
                                    of the Company's Registration of Securities 
                                    of Certain Successor Issuers on Form 8-B 
                                    dated January 3, 1996)

                 5                  Opinion of Schulte Roth & Zabel LLP

                 23.1               Consent of Ernst & Young LLP

                 23.2               Consent of Schulte Roth & Zabel LLP 
                                    (included in Exhibit 5)

                 24                  Powers of Attorney (see pages II-1 and 
                                     II-2 of this Registration Statement)

             Item 9.  Undertakings.

             A.	To Update Annually.

             The undersigned registrant hereby undertakes:

             (1)   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 thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 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;

       provided, however, that paragraphs (A)(1)(i) and (A)(1)(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 15(d) of the 
Exchange Act that are incorporated by reference in the Registration Statement;

             (2)   That, for the purpose of determining any liability under the 
Securities Act, each such post-effective amendment 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; and

             (3)   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.

             B.	Incorporation of Subsequent Exchange Act Documents
                   by Reference.

             The undersigned Registrant hereby undertakes 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 Section 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.

             C.	Indemnification of Officers and Directors.

             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 foregoing provisions, 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.
REOFFER
PROSPECTUS
                               TOYS "R" US, INC.
                                 461 From Road
                           Paramus, New Jersey  07652
                          Telephone No. (201) 262-7800
                            _______________________
                     Common Stock, par value $.10 per share
                                 540,000 Shares
                            ______________________

             This Prospectus relates to the subsequent resale or offer for sale 
on the New York Stock Exchange, or otherwise, of shares of Common Stock, par 
value $.10 per share ("Common Stock"), of Toys "R" Us, Inc., a Delaware 
corporation (the "Company"), that may be acquired by Michael Goldstein, Vice 
Chairman of the Board and Chief Executive Officer of the Company, and Robert C. 
Nakasone, a director, President and Chief Operating Officer of the Company, 
each of whom may be deemed to be affiliates of the Company pursuant to the 
purchase by him of shares of Common Stock upon the exercise of options granted 
to him under the Stock Option Agreement and Plan with the Company (the 
"Plan").  In connection with such resales or offers for sale, such persons 
and the brokers through whom such shares may be sold may be deemed to be 
"underwriters" as that term is defined in Section 2(11) of the Securities Act of
1933, as amended (the "Securities Act").  The Company will not receive any of 
the proceeds from the sale of the shares offered hereby.  All expenses incurred
in connection with the registration under the Securities Act and the offering of
the securities hereby will be borne by the Company, but all selling and other 
expenses incurred by an individual Registered Stockholder (as defined herein) 
will be borne by such Registered Stockholder.
                            _______________________

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
               BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
                  THE COMMISSION PASSED UPON THE ACCURACY OR
                       ADEQUACY OF THIS PROSPECTUS.  ANY
                        REPRESENTATION TO THE CONTRARY
                            IS A CRIMINAL OFFENSE.
                            _______________________

             No person has been authorized to give any information or to make 
any representations, other than as contained herein, in connection with the 
offer contained in this Prospectus, and, if given or made, such information or 
representations must not be relied upon.  This Prospectus does not constitute 
an offer to sell or solicitation of an offer to buy any of the securities 
offered hereby in any state to any person to whom it is unlawful to make such 
offer or solicitation.
                            _______________________

                 The date of this Prospectus is November 8, 1996.
AVAILABLE INFORMATION

             The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in 
accordance therewith files reports and other information with the Securities 
and Exchange Commission (the "Commission"), which may be inspected and copied 
at the public reference facilities maintained by the Commission located at 
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C., 20549, 
and at the regional offices of the Commission located at 7 World Trade Center, 
Suite 1300, New York, New York 10048, and at the Citicorp Center, 500 West 
Madison Street, Suite 1400, Chicago, Illinois 60661.  Copies of such material 
can also be obtained at prescribed rates from the Public Reference Section of 
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 
20549.  The Common Stock is listed on the New York Stock Exchange.  Reports, 
proxy statements, information statements and other information concerning the 
Company can be inspected at the offices of the New York Stock Exchange, 20 
Broad Street, New York, New York 10005.  Also, the Company files such reports, 
proxy statements and other information with the Commission pursuant to the 
Commission's EDGAR system.  The Commission maintains a Web site that contains 
reports, proxy and information statements and other information regarding 
registrants that file electronically with the Commission pursuant to the EDGAR 
system.  The address of the Commission's web site is http://www.sec.gov.  
A copy of any document incorporated by reference in the Registration Statement 
(not including exhibits to the information that is incorporated by reference 
unless such exhibits are specifically incorporated by reference into the 
information that the Registration Statement incorporates) of which this 
Prospectus forms a part but which is not delivered with this Prospectus will be 
provided by the Company without charge to any person to whom this Prospectus 
has been delivered, upon the oral or written request of such person.  Such 
requests should be directed to Louis Lipschitz, Executive Vice President and 
Chief Financial Officer, Toys "R" Us, Inc., 461 From Road, Paramus, New Jersey 
07652, telephone number (201) 262-7800. 

                                  THE COMPANY

             The Company is the world's largest children's specialty retail 
chain in terms of both sales and earnings.  At September 30, 1996, the Company 
operated 653 toy stores in the United States, 368 international toy stores 
(including franchise stores), 211 Kids "R" Us children's clothing stores and 3 
Babies "R" Us stores.  The Company was incorporated in 1993 under the laws of 
the State of Delaware, and the predecessor of the Company was incorporated in 
1928 under the laws of the State of Delaware.  The Company has executive 
offices located at 461 From Road, Paramus, New Jersey 07652, telephone number 
(201) 262-7800.  The Common Stock is listed on the New York Stock Exchange 
under the symbol "TOY".

                                THE OFFERING

             This Reoffer Prospectus relates to shares of Common Stock that may 
be acquired by certain key employees (the "Registered Stockholders") of the 
Company, each of whom may be deemed to be "affiliates" of the Company, pursuant 
to the exercise of options ("Options") granted to such persons under the Plan.  
The address of each Registered Stockholder is c/o Toys "R" Us, Inc., 461 From 
Road, Paramus, New Jersey 07652. 

             The following table sets forth certain information with respect 
to the Registered Stockholders:

                                                       Number of     Number of
                                       Number of      Shares to be   Shares to
                                         Shares     Acquired Under    be Owned
                                      Beneficially    the Plan         After
   Registered        Position with     Owned as of   and Offered     Exercises
  Stockholder         the Company       9/30/96 (1)    Hereby (2)    and Sales

Michael           Vice Chairman of     1,016,123        270,000      1,286,123
Goldstein         the Board and
                  Chief Executive
                  Officer

Robert C.         President and        1,026,267         270,000     1,296,276
Nakasone          Chief Operating
                  Officer
_______________________
(1)   Includes, among other things, shares of Common Stock underlying options 
      granted to each Registered Stockholder under the Plan, as all of such 
      options are exercisable as of, or within 60 days of, November 8, 1996.

(2)   Represents all shares of Common Stock underlying options granted under 
      the Plan to each Registered Stockholder.

None of the Registered Stockholders owned more than one percent of the Common 
Stock outstanding as of September 30, 1996.

Such Options were granted by the Company May 17, 1995, pursuant to the Plan 
dated as of May 17, 1995, between the Company and Mr. Goldstein and Mr. 
Nakasone.  The grant of the Options was approved by a vote of the Company's 
stockholders at an annual meeting held on June 5, 1996.  The Options of each of 
Messrs. Goldstein and Nakasone have become exercisable in whole or in part as 
of June 5, 1996.  The Options expire, absent special circumstances, on May 16, 
2005.

This Prospectus shall relate also to any of the shares that Messrs. Goldstein 
or Nakasone may donate or transfer to charitable and other non-profit 
institutions and family members.  The number of shares issuable under the 
Options, and consequently the number of shares that may be sold hereunder, may 
be changed pursuant to anti-dilution provisions of the Options.

Shares of Common Stock covered by this Reoffer Prospectus may be offered and 
sold from time to time by the Registered Stockholders through brokers on the 
New York Stock Exchange or otherwise, at the prices prevailing at the time of 
such sales.  To the Company's knowledge, no specific brokers or dealers have 
been designated by the Registered Stockholders nor has any agreement been 
entered into in respect of brokerage commissions or for the exclusive or 
coordinated sale of any securities that may be offered pursuant to this Reoffer 
Prospectus.  The Registered Stockholders and any broker or other person through 
whom sales are made by the Registered Stockholders may be regarded as 
"underwriters" within the meaning of the Securities Act, although the 
Registered Stockholders disclaim such status, and their compensation may be 
regarded and underwriters' compensation.

     The Company will not receive any of the proceeds  from the offering 
hereunder.  All expenses incurred in connection with the registration under the 
Securities Act and the offering of the securities hereby will be borne by the 
Company, but all selling and other expenses incurred by an individual 
Registered Stockholder will be borne by such Registered Stockholder.
On November 7, 1996, the closing market price of the Common Stock, as reported 
by the New York Stock Exchange, was $ 36 5/8.

                      DOCUMENTS INCORPORATED BY REFERENCE

                Incorporated herein by reference and made a part hereof are:

          1.     The Company's Annual Report on Form 10-K for the fiscal year 
ended February 3, 1996, filed pursuant to Section 13(a) or 15(d) of the 
Exchange Act.

          2.     The Company's Quarterly Reports on Form 10-Q for the quarters 
ended May  4, 1996 and August 3, 1996, filed pursuant to Section 13(a) or 15(d) 
of the Exchange Act.

          3.     The Company's Current Reports on Form 8-K for July 15, 1996 
and October 2, 1996.

          4.     The Company's Notice of Annual Meeting of Stockholders and 
Proxy Statement for its Annual Meeting of Stockholders held on June 5 1996, 
filed pursuant to Section 14 of the Exchange Act.

          5.     The description of the Company's Common Stock contained in 
Item 1 of the Company's Registration Statement on Form 8-A filed with the 
Commission on June 13, 1979 pursuant to Section 12 of the Exchange Act, 
including any amendments or reports filed for the purpose of updating such 
description.

     All of such documents are on file with the Commission.  All documents 
subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) 
of the Exchange Act prior to the filing of a post-effective amendment which 
indicates that all securities to be offered pursuant hereto have been sold or 
which deregisters all such securities then remaining unsold shall be deemed to 
be incorporated by reference in this Prospectus and to be a part hereof from 
the date of the filing of such documents.

                                   EXPERTS

          The consolidated financial statements of Toys "R" Us, Inc. and 
subsidiaries incorporated by reference in the Company's Annual Report (Form 10-
K) for the year ended February 3, 1996 have been audited by Ernst & Young LLP, 
independent auditors, as set forth in their report thereon incorporated by 
reference therein and incorporated herein by reference.  Such financial 
statements are, and audited financial statements to be included in subsequently 
filed documents will be, incorporated herein in reliance upon the reports of 
Ernst & Young LLP pertaining to such financial statements (to the extent 
covered by consents filed with the Securities and Exchange Commission) given 
upon the authority of such firm as experts in accounting and auditing.

                                 LEGAL MATTERS

          Certain legal matters with respect to the Common Stock being offered 
hereby are being passed upon by Schulte Roth & Zabel LLP, 900 Third Avenue, New 
York, New York 10022, counsel for the Company.  Andre Weiss, a member of 
Schulte Roth & Zabel LLP, is the Secretary of the Company.

                               INDEMNIFICATION

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 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.
==============================================================================

                                  TABLE OF CONTENTS

                                Page

Available Information........   A-2

The Company..................   A-2

The Offering.................   A-2

Documents Incorporated
by Reference.................   A-4

Experts......................   A-5

Legal Matters................   A-5

Indemnification..............   A-5

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

Toys "R" Us, Inc. has filed with the Securities and Exchange Commission, 
Washington, D.C., a Registration Statement under the Securities Act of 1933 
with respect to this Offering.  This Prospectus omits certain information 
contained in the Registration Statement.  The information omitted may be 
obtained from the Securities and Exchange Commission upon payment of the 
regular charge therefor.

TOYS "R" US, INC.

540,000 Shares

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

COMMON STOCK,
PAR VALUE
$.10 PER SHARE

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

PROSPECTUS

November 8, 1996

==============================================================================
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the 
Registrant 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 this 8th day 
of November, 1996.

                                                TOYS "R" US, INC.

                                                 By:  /S/ Louis Lipschitz
                                                   ----------------------
                                                   Louis Lipschitz
                                                   Executive Vice President and
                                                   Chief Financial Officer

                                  POWER OF ATTORNEY

         The Registrant and each person whose signature appears below hereby 
appoint Michael Goldstein and Louis Lipschitz, and each of them, as their 
attorneys-in-fact, with full power of substitution, to execute in their names 
and on behalf of the Registrant and each such person, individually and in each 
capacity stated below, one or more amendments (including post-effective 
amendments) to this Registration Statement as the attorney-in-fact acting on 
the premise shall from time to time deem appropriate and to file any such 
amendment to this Registration Statement with the Securities and Exchange 
Commission.

         Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in the 
capacities indicated, on this 8th day of November, 1996.

Name and Signature                             Title
---------------------                          -----

/s/Charles Lazarus                 Chairman of the Board
---------------------

/s/Michael Goldstein               Vice Chairman and Chief 
---------------------              Executive Officer (Principal Executive 
                                   Officer)

/s/Robert C. Nakasone              Director, President and 
----------------------             Chief Operating Officer

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

/s/Joseph J. Lombardi              Vice President - Controller
----------------------            (Principal Accounting Officer)

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

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

/s/Milton S. Gould                 Director
-------------------

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

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

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

/s/Harold M. Wit                   Director
----------------------