Edgar Filing: TOYS R US INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GEORGESCU PETER A

2. Issuer Name and Ticker or Trading Symbol
TOYS R US INC [TOY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

TOYS R US, INC., ONE GEOFFREY WAY

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2005

(Street)

WAYNE, NJ 07470-2030

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/21/2005		D		5,000	D	$ 26.75	3,269	D
Common Stock	07/21/2005		D		3,269	D	$ 26.75	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to buy)

$ 13.01

07/21/2005

2,537

11/05/2004

11/05/2013

Common Stock

2,537

$ 26.75 ⁽¹⁾

Stock Option (Right to Buy)

$ 0

07/21/2005

3,340

02/04/2005

02/04/2014

Common Stock

3,340

$ 26.75 ⁽²⁾

Stock Option (Right to Buy)

$ 0

07/21/2005

1,230

05/04/2006

05/04/2015

Common Stock

1,230

$ 26.75 ⁽³⁾

Stock Option (Right to Buy)

$ 8.8

07/21/2005

8,352

02/05/2004

02/05/2013

Common Stock

8,352

$ 26.75 ⁽¹⁾

Stock Option (Right to Buy)

$ 10.3

07/21/2005

3,495

11/06/2003

11/06/2012

Common Stock

3,495

$ 26.75 ⁽¹⁾

Stock Option (Right to Buy)

$ 10.81

07/21/2005

3,330

05/07/2004

05/07/2013

Common Stock

3,330

$ 26.75 ⁽¹⁾

Stock Option (Right to Buy)

$ 10.93

07/21/2005

3,568

08/06/2004

08/06/2013

Common Stock

3,568

$ 26.75 ⁽¹⁾

Stock Option (Right to Buy)

$ 12.57

07/21/2005

2,148

08/07/2003

08/07/2012

Common Stock

2,148

$ 26.75 ⁽¹⁾

Stock Option (Right to Buy)

$ 15.58

07/21/2005

2,311

05/05/2005

05/05/2014

Common Stock

2,311

$ 26.75 ⁽¹⁾

Stock Option (Right to Buy)

$ 16.57

07/21/2005

2,806

08/04/2005

08/04/2014

Common Stock

2,806

$ 26.75 ⁽¹⁾

Stock Option (Right to Buy)

$ 16.98

07/21/2005

2,383

05/09/2003

05/09/2012

Common Stock

2,383

$ 26.75 ⁽¹⁾

Stock Option (Right to Buy)

$ 18.16

07/21/2005

30,000

06/10/2005

06/10/2012

Common Stock

30,000

$ 26.75 ⁽¹⁾

Stock Option (Right to Buy)

$ 18.84

07/21/2005

1,672

11/03/2005

11/03/2014

Common Stock

1,672

$ 26.75 ⁽¹⁾

Stock Option (Right to Buy)

$ 21.69

07/21/2005

1,591

02/02/2006

02/02/2015

Common Stock

1,591

$ 26.75 ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GEORGESCU PETER A TOYS R US, INC. ONE GEOFFREY WAY WAYNE, NJ 07470-2030	X

Signatures

Jon W. Kimmins, Attorney-in-fact		07/25/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reporting person received $26.75 less the exercise price.
(2)	The reporting person received $26.75 less the exercise price. Conversion / Exercise Price $14.37
(3)	The reporting person received $26.75 less the exercise price. Conversion / Exercise Price $25.61

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