SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

MARKEE RICHARD L

(Last)

(First)

(Middle)

TOYS "R" US, INC.

ONE GEOFFREY WAY

(Street)

WAYNE

07470-2030

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman & Pres. TRU US

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2004

4. If Amendment, Date of 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

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	04/27/2004		F⁽¹⁾		13,841	D	$16.57	216,592	D
Common Stock	04/27/2004		M⁽¹⁾		13,841	A	$8.25	230,433	D
Common Stock	04/27/2004		M⁽¹⁾		13,958	A	$8.25	74,477	I	A Non-Discretionary A/C

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$8.25	04/27/2004		M⁽¹⁾			27,799	10/01/2003	04/01/2013	Common Stock	27,799	$0	0	D
Stock Option (Right to Buy)	$16.57	04/27/2004		A⁽¹⁾		13,841		10/27/2004	04/01/2013	Common Stock	13,841	$0	13,841	D

Explanation of Responses:

1. Options to purchase 27,799 shares of common stock were exercised by delivery of 13,841 shares of common stock owned by the Reporting Person. Upon exercise, the Reporting Person was granted restoration options to purchase 13,841 shares of common stock under the Amended and Restated 1994 Stock Option and Performance Incentive Plan (the "Restoration Options"). The Restoration Options vest as follows: 6,920 Restoration Options vest on the second anniversary of the grant date of the original option and 6,921 Restoration Options vest on the third anniversary of the grant date of the original option, but the Reporting Person may exercise the Restoration Options after six months from the grant date of the Restoration Option, with the underlying shares being deposited into a non-discretionary account on behalf of the Reporting Person. These Restoration Options are subject to forfeiture under certain conditions. As a condition of granting the Restoration Option, 13,958 shares of common stock, representing the difference between the amount of options exercised (27,799) less the amount of shares of common stock delivered as payment for the exercise price (13,841), were placed into a non-discretionary account established by the Issuer for a minimum of two years from the transaction date. In addition, 6,979 of these shares vest on the second anniversary of the grant date of the original option and 6,979 of these shares vest on the third anniversary of the grant date of the original option.

	Richard L. Markee	04/29/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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