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^*

WAHLE ELLIOTT

(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)
	Pres Babies R Us and Kids R Us

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2003

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	10/01/2003		F⁽¹⁾		2,389	D	$12.41	45,000	D
Common Stock	10/01/2003		M⁽¹⁾		2,389	A	$8.25	47,389	D
Common Stock	10/01/2003		M⁽¹⁾		1,205	A	$8.25	1,205	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	10/01/2003		M⁽¹⁾			3,594	10/01/2003	04/01/2013	Common Stock	3,594	$0	56,406	D
Stock Option (Right to Buy)	$12.41	10/01/2003		A⁽¹⁾		2,389		04/01/2004	04/01/2013	Common Stock	2,389	$0	2,389	D

Explanation of Responses:

1. Options to purchase 3,594 shares of common stock were exercised by delivery of 2,389 shares of common stock owned by the Reporting Person. Upon exercise, the Reporting Person was granted restoration options to purchase 2,389 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: 2,389 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 an 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, 1,205 shares of common stock, representing the difference between the amount of options exercised (3,594) less the amount of shares of common stock delivered as payment for the exercise price (2,389), were placed into a non-discretionary account established by the Issuer for a minimum of two years from the transaction date. In addition, 1,205 of these shares vest on the third anniversary of the grant date of the original option.

	Elliott Wahle	10/03/2003
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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