1. Name and Address of Reporting Person
Goldstein, Michael
Toys R Us, Inc.
461 From Road
Paramus, NJ 07652-3526
2. Issuer Name and Ticker or Trading Symbol
Toys R Us, Inc. (TOY)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
4/2001
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director ( ) 10% Owner
( ) Officer (give title below) ( ) Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
TABLE I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
+---------------------------------+----------+-------------+-----------------------------+----------------+-----------+------------+
|1. Title of Security |2. Trans- |3. Trans- |4. Securities Acquired (A) |5. Amount of |6. Owner- |7. Nature |
| | action | action | or Disposed of (D) | Securities | ship | of In- |
| | Date | Code | | Beneficially | Form: | direct |
| | | | | Owned at | Direct | Bene- |
| | (Month/ | | | End of | (D) or | ficial |
| | Day/ +-------+-----+-----------+------+----------+ Month | Indirect| Owner- |
| | Year) |Code |V |Amount |A/D |Price | | (I) | ship |
+---------------------------------+----------+-------+-----+-----------+------+----------+----------------+-----------+------------+
Common Stock 164023 D
Common Stock 04/20/2001 M 100000 A $15.5300 I By Trust
Common Stock 04/20/2001 F -60358 D $25.7300 283788 I By Trust
TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
+-------------+--------+----------+---------+-----------+---------------------+----------------+----------+--------+-------+-------+
|1. |2. |3. |4. |5. |6. |7. |8. |9. |10. |11. |
| | | | | | | | |Number |Owner- | |
| | | | | | | | |of |ship | |
| | | | | | | | |Deriv- |Form of| |
| | | | | | |Title and Amount| |ative |Deriv- | |
| | | | | | |of Underlying | |Secur- |ative |Nature |
| |Conver- | | |Number of | |Securities | |ities |Secur- |of |
| |sion or | | |Derivative |Date Exercisable +-------+--------+ |Benefi- |ity: |In- |
| |Exercise| | |Securities |and Expiration Date | |Amount | |cially |Direct |direct |
| |Price of|Transac- |Transac- |Acquired(A)|(Month/Day/Year) | |or | |Owned |(D) or |Bene- |
|Title of |Deriv- |tion Date |tion Code|Disposed(D)+----------+----------+ |Number |Price of |at End |In- |ficial |
|Derivative |ative |(Month/ +------+--+-----+-----+Date Exer-|Expira- | |of |Derivative|of |direct |Owner- |
|Security |Security|Day/Year) |Code |V |(A) |(D) |cisable |tion Date |Title |Shares |Security |Month |(I) |ship |
+-------------+--------+----------+------+--+-----+-----+----------+----------+-------+--------+----------+--------+-------+-------+
Stock Option $15.53 04/20/2001 M 10000 04/16/2001 10/16/2010 Common 100000 $0.0000 0 D
(Right to Buy) 0 Stock
Stock Option $24.22 09/08/2008 Common 224938 D
(Right to Buy) Stock
Stock Option $25.73 04/20/2001 A 60358 10/20/2001 10/16/2010 Common 60358 $0.0000 60358 D
(Right to Buy) Stock
Stock Option $26.25 04/07/2009 Common 75124 D
(Right to Buy) Stock
Explanation of Responses:
Options to purchase 100,000 shares were exercised by delivery of 60,358 shares.
Upon exercise, the holder was granted restoration options to purchase 60,358
shares under the 1994 Stock Option & Performance Incentive Plan. As a condition
of such grant, 36,642 shares out of the 100,000 shares deliverable upon such
exercise were placed into a trust established by the Issuer. Fifty percent of
the shares place in trust will not vest until 1.5 years from the exerciasble
date of the original option. The remaining fifty percent of the shares placed in
trust will not vest until 2.5 years from the exercisable date of the original
option.
Such options are subject to forfeiture, after the date exercisable, under
certain conditions.
SIGNATURE OF REPORTING PERSON
/s/ Michael Goldstein
DATE
05/10/2001