Exhibit 99.1

                          CONSENT OF DIRECTOR NOMINEE


     The undersigned hereby consents to the inclusion of the information
regarding the undersigned in the Registration Statement on Form S-4 (the
"Registration Statement") of Zany Brainy, Inc. ("Zany") and any amendment
thereto, in connection with the undersigned being a director nominee of Zany.
The undersigned hereby further consents to being named in the Registration
Statement and any amendment thereto as a director nominee of Zany and that upon
election as a director of Zany in accordance with its Amended and Restated
Bylaws, the undersigned will serve as a director of Zany until her successor is
duly elected and qualified.


                                         /s/ Mary Ann Tocio
Date:  May 17, 2000               __________________________________________
                                   Name:  Mary Ann Tocio