1. Name and Address of Reporting Person
Lipschitz, Louis
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
8/2001
5. If Amendment, Date of Original (Month/Day/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( ) 10% Owner
(X) Officer (give title below) ( ) Other (specify below)
Executive V.P. - Chief Financial Officer
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 08/27/2001 M 2760 A $18.1600 D
Common Stock 08/27/2001 F -2760 D $24.7300 73760 D
Common Stock 2760 I By Children
Common Stock 08/27/2001 M 41113 A $18.1600 I By Trust
Common Stock 08/27/2001 M 15873 A $18.1600 I By Trust
Common Stock 08/27/2001 F -41113 D $24.7300 81963 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 Options $24.73 08/27/2001 A 43873 02/27/2002 09/08/2008 Common 43873 $0.0000 43873 D
(Right to buy) Stock
Stock Option $15.53 10/16/2010 Common 60000 D
(Right to Buy) Stock
Stock Option $18.16 08/27/2001 M 59746 03/08/1999 09/08/2008 Common 59746 $0.0000 138491 D
(Right to Buy) Stock
Stock Option $19.72 04/07/2009 Common 1599 D
(Right to Buy) Stock
Stock Option $24.22 09/08/2008 Common 31314 D
(Right to Buy) Stock
Stock Option $26.25 04/07/2009 Common 43873 D
(Right to Buy) Stock
Explanation of Responses:
Options to purchase 59,946 shares were exercised by delivery of 43,873 shares.
Upon exercise, the holder was granted restoration options to purchase 43,873
shares under the 1994 Stock Option & Performance Incentive Plan. As a condition
of such grant, 15,873 shares out of the 59,946 shares deliverable upon such
exercise were placed into a trust established by the Issuer. The shares placed
in trust will not vest until 4.5 years from the exercisable date of the original
option.
SIGNATURE OF REPORTING PERSON
/s/ Louis Lipschitz
DATE
09/04/2001