1. Name and Address of Reporting Person
Karch, Nancy
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
2002
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/ | +-----------+------+----------+ Year | Indirect| Owner- |
| | Year) | |Amount |A/D |Price | | (I) | ship |
+---------------------------------+----------+-------------+-----------+------+----------+----------------+-----------+------------+
Common Stock 02/02/2002 A 3716 A $21.4332 3716 D
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) | |(A) |(D) |cisable |tion Date |Title |Shares |Security |Year |(I) |ship |
+-------------+--------+----------+---------+-----+-----+----------+----------+-------+--------+----------+--------+-------+-------+
Stock Option $19.94 12/19/2001 A 4167 12/19/2004 12/19/2011 Common 4167 $0.0000 4167 D
(Right to Buy) Stock
Explanation of Responses:
As a Non-Employee Director, I have elected to defer the receipt of a portion of
my director fees under the Toys "R" Us, Inc. Stock Unit Plan for Non-Employee
Directors. The Company has agreed to credit the value of such fees to a stock
account maintained by the Company in the form of Stock Units and use the funds
to purchase shares of the Company's Common Stock to be set aside for my eventual
benefit. The Stock Units will generally be settled by delivery of the Common
Stock upon my retirement, resignation, or death. The shares of Common Stock
underlying my Stock Units were acquired on a periodic basis at the average price
noted.
Grant of opitons to purchase shares of Common Stock under Toys "R" Us, Inc.'s
Non-Employee Directors' Stock Option Plan. Subject to certain conditions, one
- third of such options become exercisable on a cummulative basis on each of the
third, fourth and fifth anniversaries of the date of grant.
SIGNATURE OF REPORTING PERSON
/s/ Nancy Karch
DATE
03/16/2002