ETOYS INC
S-3/A, EX-25.1, 2000-06-02
HOBBY, TOY & GAME SHOPS
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                                                              EXHIBIT 25.1

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

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

                                    FORM T-1

                        Statement of Eligibility Under the
                     Trust Indenture Act of 1939 of a Corporation
                           Designated to Act as Trustee


                        U.S. BANK TRUST NATIONAL ASSOCIATION
                   (Exact name of Trustee as specified in its charter)


                United States                              41-0257700
           (State of Incorporation)                       (I.R.S. Employer
                                                         Identification No.)


              U.S. Bank Trust Center
              180 East Fifth Street
              St. Paul, Minnesota                             55101
     (Address of Principal Executive Offices)               (Zip Code)


                                    ETOYS INC.
               (Exact name of Registrant as specified in its charter)

                    Delaware                                  95-4633006
             (State of Incorporation)                     (I.R.S. Employer
                                                          Identification No.)

                3100 Ocean Park Blvd., Suite 300
                Santa Monica, CA                                90405
          (Address of Principal Executive Offices)             (Zip Code)



                  6.25% CONVERTIBLE SUBORDINATED NOTES DUE 2004
                       (Title of the Indenture Securities)



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                                      GENERAL


1.  GENERAL INFORMATION  Furnish the following information as to the Trustee.

    (a)  Name and address of each examining or supervising authority to which
         it is subject.

           Comptroller of the Currency
           Washington, D.C.

    (b)  Whether it is authorized to exercise corporate trust powers.

         Yes

2.  AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS  If the obligor or any
    underwriter for the obligor is an affiliate of the Trustee, describe each
    such affiliation.

    None

    See Note following Item 16.

    Items 3-15 are not applicable because to the best of the Trustee's
    knowledge the obligor is not in default under any Indenture for which the
    Trustee acts as Trustee.

16. LIST OF EXHIBITS  List below all exhibits filed as a part of this
    statement of eligibility and qualification.

    1. Copy of Articles of Association.*

    2.  Copy of Certificate of Authority to Commence Business.*

    3.  Authorization of the Trustee to exercise corporate trust powers
        (included in Exhibits 1 and 2; no separate instrument).*

    4.  Copy of existing By-Laws.*

    5.  Copy of each Indenture referred to in Item 4.  N/A

    6.  The consents of the Trustee required by Section 321(b) of the act.

    7.  Copy of the latest report of condition of the Trustee published
        pursuant to law or the requirements of its supervising or examining
        authority is incorporated by reference to Registration Number
        22-22451.


     *  Incorporated by reference to Registration Number 22-27000.


<PAGE>

                                     NOTE

     The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within
three years prior to the date of filing this statement, or what persons are
owners of 10% or more of the voting securities of the obligors, or
affiliates, are based upon information furnished to the Trustee by the
obligors. While the Trustee has no reason to doubt the accuracy of any such
information, it cannot accept any responsibility therefor.



                                    SIGNATURE


     Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, U.S. Bank Trust National Association, an Association organized and
existing under the laws of the United States, has duly caused this statement
of eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, and its seal to be hereunto affixed
and attested, all in the City of Saint Paul and State of Minnesota on the
10th day of February, 2000.


                                    U.S. BANK TRUST NATIONAL ASSOCIATION




                                    /s/ LAURIE HOWARD
                                    -----------------------
                                    Laurie Howard
                                    Vice President



/s/ HARRY H. HALL, JR.
----------------------
Harry H. Hall, Jr.
Assistant Secretary




<PAGE>





                                 EXHIBIT 6

                                  CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, U.S. BANK TRUST NATIONAL ASSOCIATION hereby consents that
reports of examination of the undersigned by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities
and Exchange Commission upon its request therefor.


Dated:  February 10, 2000


                                       U.S. BANK TRUST NATIONAL ASSOCIATION




                                       /s/  LAURIE HOWARD
                                       --------------------
                                       Laurie Howard
                                       Vice President










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