As filed with the Securities and Exchange Commission 
                            on March 17, 1997 
                                              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) 
 
             TOYS "R" US, INC. EMPLOYEE STOCK PURCHASE 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(1)   Offering Price(1)    Fee 
______________________________________________________________________________ 
Common Stock,   2,000,000 shares(2)  $28.125       $56,250,000      $17,045.46 
par value $.10 
per share 
 
----------------------------------------------------------------- 
(1)   Estimated solely for the purpose of calculating the registration fee, in  
accordance with Rules 457(c) and (h) of the Securities Act of 1933, as 
amended, 
on the basis of the average of the high and low sales prices per share of the 
registrant's Common Stock ("Common Stock") for March 12, 1997, as listed on  
the New York Stock Exchange. 
 
(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 of Common Stock as, in accordance with the registrant's Employee Stock 
Purchase Plan (the "Plan"), may be required to cover possible adjustments to  
the Common Stock resulting from stock splits, stock dividends or similar  
transactions. 
 
                        PRIOR REGISTRATION STATEMENT 
 
This Registration Statement is filed with the Securities and Exchange  
Commission (the "Commission") for the purpose of registering additional  
shares of Common Stock in connection with the Plan.  A registration  
statement on Form S-8, File No. 33-16821, was filed with the Commission  
on August 28,1987.  The prior registration statement remains in effect for  
shares of Common Stock acquired in reliance upon such registration  
statement.  However, the contents of such prior registration statement are  
updated by the contents of this Registration Statement and, in addition,  
all shares of Common Stock acquired under the Plan from this date forward  
will be acquired in reliance upon this Registration Statement. 
<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 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, August 3, 1996 and November 2, 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, 
October 2, 1996, January 6, 1997 and February 3, 1997.  
 
             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. 
 
             Not applicable.  See "Note" to Item 8. 
 
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 
                 4.1            Restated Certificate of Incorporation of the 
                                Company, filed as Exhibit 3.1 to the Company's 
                                Form 8-B of January 3, 1996, and incorporated 
                                herein by reference 
 
                 4.2            Amended and Restated By-Laws of the Company, 
                                filed as Exhibit 3.2 to the Company's Form 
                                8-B of January 3, 1996, and incorporated 
                                herein by reference 
 
                 4.3            Employee Stock Purchase Plan of the Company, 
                                dated as of September 1987, as amended 
 
                 23.1           Consent of Ernst & Young LLP 
 
                 24             Powers of Attorney (included in the  
                                signature pages of this Registration 
                                Statement) 
 
Note:  In accordance with the instructions to Item 8 of Form S-8 and Item 
       601(b)(5) of Regulation S-K, an opinion of counsel is not being  
       furnished in connection with this Registration Statement because (a) in 
       accordance with prior practice, all purchases of shares of Common Stock 
       under the Plan will be carried out on the open market and no new shares 
       will be issued in connection with the Plan, and (b) the Plan is not  
       subject to the requirements of ERISA. 
 
             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> 
 
                                   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 17th day of March, 1997. 
 
                                                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 17th day of March, 1997. 
 
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": 18751}]
{"company-data": {"conformed-name": "TOYS R US INC", "cik": "0001005414", "assigned-sic": "5945", "irs-number": "223260693", "state-of-incorporation": "DE", "fiscal-year-end": "0203"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23441", "film-number": "97557750"}, "business-address": {"street1": "461 FROM RD", "city": "PARAMUS", "state": "NJ", "zip": "07652", "phone": "2012627800"}}
As filed with the Securities and Exchange Commission 
                            on March 17, 1997 
                                              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) 
 
             TOYS "R" US, INC. EMPLOYEE STOCK PURCHASE 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(1)   Offering Price(1)    Fee 
______________________________________________________________________________ 
Common Stock,   2,000,000 shares(2)  $28.125       $56,250,000      $17,045.46 
par value $.10 
per share 
 
----------------------------------------------------------------- 
(1)   Estimated solely for the purpose of calculating the registration fee, in  
accordance with Rules 457(c) and (h) of the Securities Act of 1933, as 
amended, 
on the basis of the average of the high and low sales prices per share of the 
registrant's Common Stock ("Common Stock") for March 12, 1997, as listed on  
the New York Stock Exchange. 
 
(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 of Common Stock as, in accordance with the registrant's Employee Stock 
Purchase Plan (the "Plan"), may be required to cover possible adjustments to  
the Common Stock resulting from stock splits, stock dividends or similar  
transactions. 
 
                        PRIOR REGISTRATION STATEMENT 
 
This Registration Statement is filed with the Securities and Exchange  
Commission (the "Commission") for the purpose of registering additional  
shares of Common Stock in connection with the Plan.  A registration  
statement on Form S-8, File No. 33-16821, was filed with the Commission  
on August 28,1987.  The prior registration statement remains in effect for  
shares of Common Stock acquired in reliance upon such registration  
statement.  However, the contents of such prior registration statement are  
updated by the contents of this Registration Statement and, in addition,  
all shares of Common Stock acquired under the Plan from this date forward  
will be acquired in reliance upon this Registration Statement.
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 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, August 3, 1996 and November 2, 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, 
October 2, 1996, January 6, 1997 and February 3, 1997.  
 
             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. 
 
             Not applicable.  See "Note" to Item 8. 
 
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 
                 4.1            Restated Certificate of Incorporation of the 
                                Company, filed as Exhibit 3.1 to the Company's 
                                Form 8-B of January 3, 1996, and incorporated 
                                herein by reference 
 
                 4.2            Amended and Restated By-Laws of the Company, 
                                filed as Exhibit 3.2 to the Company's Form 
                                8-B of January 3, 1996, and incorporated 
                                herein by reference 
 
                 4.3            Employee Stock Purchase Plan of the Company, 
                                dated as of September 1987, as amended 
 
                 23.1           Consent of Ernst & Young LLP 
 
                 24             Powers of Attorney (included in the  
                                signature pages of this Registration 
                                Statement) 
 
Note:  In accordance with the instructions to Item 8 of Form S-8 and Item 
       601(b)(5) of Regulation S-K, an opinion of counsel is not being  
       furnished in connection with this Registration Statement because (a) in 
       accordance with prior practice, all purchases of shares of Common Stock 
       under the Plan will be carried out on the open market and no new shares 
       will be issued in connection with the Plan, and (b) the Plan is not  
       subject to the requirements of ERISA. 
 
             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.
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 17th day of March, 1997. 
 
                                                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 17th day of March, 1997. 
 
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 
----------------------