Filed pursuant to Rule 424(b)(3)
                                                              Reg. No. 333-96311

Prospectus Supplement No. 2
(To Prospectus dated June 2, 2000)

                                   eTOYS INC.
           6.25% CONVERTIBLE SUBORDINATED NOTES DUE DECEMBER 1, 2004

    This prospectus supplement supplements and amends the prospectus dated
June 2, 2000 relating to the 6.25% Convertible Subordinated Notes Due
December 1, 2004 of eToys Inc. and the shares of eToys Inc. common stock, par
value $.0001 per share, issuable upon conversion of the convertible notes.

    The table on pages 39 through 40 of the prospectus sets forth information
with respect to the selling securityholders and the respective amounts of
convertible notes beneficially owned by each selling securityholder that may be
offered pursuant to the prospectus (as supplemented and amended). This
prospectus supplement amends and supplements the information contained in the
table under the section entitled "Selling Securityholders" as set forth below:



                                           PRINCIPAL AMOUNT
                                               OF NOTES
                                             BENEFICIALLY     PERCENT OF TOTAL      COMMON STOCK      COMMON STOCK TO
                                              OWNED AND         OUTSTANDING      OWNED PRIOR TO THE    BE REGISTERED
"NAME                                       OFFERED HEREBY         NOTES           NOTE OFFERING         HEREBY(1)
-----                                      ----------------   ----------------   ------------------   ---------------
                                                                                          
Credit Research & Trading LLC............     $ 6,645,000           22.6%           None                   89,922

Fidelity Fixed-Income Trust:
Fidelity High Income Fund(3).............       1,070,000              *            None                   14,479
Fidelity Management Trust Company on
  behalf of accounts managed by it(4)....       2,660,000            1.8%           None                   35,995
Fir Tree Institutional Value Fund,
  L.P....................................      13,643,025            9.1%           None                  184,617
Fir Tree Value Fund, L.P.................      37,007,225           24.7%           None                  500,781
Fir Tree Value Partners, LDC.............       3,774,750            2.5%           None                   51,079
Goldman Sachs and Company................         750,000              *            None                   10,149


--------------------------

*   less than one percent.

(1) The shares of common stock to be registered are calculated on an "as
    converted" basis using the conversion rate described on the front cover page
    of this prospectus.

(3) The entity is either an investment company or a portfolio of an investment
    company registered under Section 8 of the Investment Company Act of 1940, as
    amended, or a private investment account advised by Fidelity Management &
    Research Company ("FMR Co."). FMR Co. is a Massachusetts corporation and an
    investment advisor registered under Section 203 of the Investment Advisers
    Act of 1940, as amended, and provides investment advisory services to each
    of such Fidelity entities identified above, and to other registered
    investment companies and to certain other funds which are generally offered
    to a limited group of investors. FMR Co. is a wholly-owned subsidiary of FMR
    Corp. ("FMR"), a Massachusetts corporation. The holdings are as of June 30,
    2000.

(4) Shares indicated as owned by such entity are owned directly by various
    private investment accounts, primarily employee benefit plans for which
    Fidelity Management Trust Company ("FMTC") serves as trustee or managing
    agent. FMTC is a wholly-owned subsidiary of FMR and a bank as defined in
    Section 3(a)(6) of the Securities Exchange Act of 1934, as amended. The
    holdings are as of June 30, 2000."

    The prospectus, together with this prospectus supplement, constitutes the
prospectus required to be delivered by Section 5(b) of the Securities Act of
1933, as amended, with respect to offers and sales of the convertible notes and
the common stock issuable upon conversion of the convertible notes. All
references in the prospectus to "this prospectus" are amended to read "this
prospectus (as supplemented and amended)."

    PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER MATTERS DISCUSSED UNDER THE
CAPTION "RISK FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS.

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         The date of this prospectus supplement No. 2 is July 13, 2000.