TOY

RESTATED CERTIFICATE OF INCORPORATION

OF

TOYS "R" US, INC.


Toys "R" Us, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

1. The name of the Corporation is TOYS "R" US, INC. and the
date of filing of its original Certificate of Incorporation with the Secretary
of State of the State of Delaware was October 26, 1993. The name under which
the Corporation was formed is Toys "R" Us-Headquarters, Inc.

2. This Restated Certificate of Incorporation was duly adopted
in accordance with Section 245 of the General Corporation Law of the State of
Delaware.

3. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation of the Corporation as heretofore amended or supplemented, and
there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.

4. The text of the Certificate of Incorporation of the
Corporation as heretofore amended or supplemented is hereby restated, without
amendment or change, to read in its entirety as follows:

"FIRST. The name of the Corporation is TOYS "R" US, INC.

SECOND. The address of the Corporation's registered office in the
State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware
19805. The name of its registered agent at such address is the Prentice-Hall
Corporation System, Inc.

THIRD. The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

FOURTH. The aggregate number of shares which the Corporation
shall have the authority to issue is Six Hundred Fifty Million (650,000,000)
shares of Common Stock, par value $.10 a share.

FIFTH. In all elections of directors of the Corporation, each
holder of record of Common Stock shall be entitled to as many votes as shall
equal the number of votes which

<PAGE>

(except for this provision as to cumulative voting) he would be entitled to
cast for the election of directors with respect to his shares of stock
multiplied by the number of directors to be elected by him, and he may cast
all of such votes for a single director or may distribute them among the
number to be voted for, or for any two or more of them, as he may see fit.
Election of directors need not be by written ballot.

SIXTH. The Board of Directors is authorized to adopt, amend, or
repeal By-Laws of the Corporation.

SEVENTH. Any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (whether
or not by or in the right of the Corporation) by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be entitled to be indemnified by the Corporation to the
extent permitted by law against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred by him in connection
with such action, suit or proceeding. Such right of indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

EIGHTH. Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of Section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as
the case may be, to be summoned in such manner as the said court directs. If
a majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may
be, and also on this Corporation.

NINTH. No director of the Corporation shall be liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or

2

<PAGE>

its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit."

5. This Restated Certificate of Incorporation was duly adopted
by the board of directors of the Corporation in accordance with Section 245 of
the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to
be signed by Louis Lipschitz, its Senior Vice President-Finance and Chief
Financial Officer, and attested by Andre Weiss, its Secretary, on the 1st day
of January, 1996.


TOYS "R" US, INC.

By: /s/ Louis Lipschitz
Louis Lipschitz
Senior Vice President-
Finance and Chief
Financial Officer


ATTEST:


/s/ Andre Weiss
Andre Weiss
Secretary