<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>b39213b3e424b3.txt
<DESCRIPTION>THE TJX COMPANIES, INC.
<TEXT>

<PAGE>   1

PROSPECTUS                                      FILED PURSUANT TO RULE 424(B)(3)
                                                          FILE NUMBER: 333-60540
                                  $517,500,000

                                   [TJX LOGO]

                     LIQUID YIELD OPTION(TM) NOTES DUE 2021
                         (ZERO COUPON -- SUBORDINATED)
                                      AND
               COMMON STOCK ISSUABLE UPON CONVERSION OF THE LYONS
                            ------------------------

     The TJX Companies, Inc. issued the LYONs in a private placement in February
2001 at an issue price of $671.65 per LYON. This prospectus will be used by
selling securityholders to resell their LYONs and the common stock issuable upon
conversion of their LYONs.

     We will not pay interest on the LYONs prior to maturity. Instead, on
February 13, 2021, the maturity date of the LYONs, holders will receive $1,000
per LYON. The issue price of each LYON represents a yield to maturity of 2% per
year, calculated from February 13, 2001. The LYONs are subordinated to all
existing and future senior indebtedness of TJX and will be effectively
subordinated to all existing and future liabilities of our subsidiaries.

     Prior to maturity, holders may convert their LYONs only if (1) the sale
price of our common stock reaches specified thresholds, (2) the credit rating of
the LYONs is below investment grade, (3) the LYONs are called for redemption, or
(4) specified corporate transactions have occurred. Each LYON is convertible
into 16.3335 shares of common stock, subject to adjustments. Our common stock is
listed on the New York Stock Exchange under the symbol "TJX." The last reported
sale price on the NYSE for our common stock was $31.68 per share on May 8, 2001.

     We may redeem for cash all or a portion of the LYONs at any time on or
after February 13, 2007 at a price equal to the sum of the issue price and
accrued original issue discount of such LYONs on the applicable redemption date.
Each holder may require us to repurchase all or a portion of such holder's LYONs
on February 13, 2002 at a price of $681.76 per LYON, on February 13, 2004 at a
price of $712.97 per LYON, on February 13, 2007 at a price of $756.83 per LYON,
or on February 13, 2013 at a price of $852.82 per LYON. We may choose to pay the
purchase price of such LYONs in cash or common stock or a combination of cash
and common stock. In addition, if a change of control of TJX occurs on or before
February 13, 2007, each holder may require us to purchase for cash all or a
portion of such holder's LYONs at a price equal to the sum of the issue price
and accrued original issue discount of such LYONs on the applicable redemption
date.

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

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

                  The date of this Prospectus is May 24, 2001.
<PAGE>   2

                             ABOUT THIS PROSPECTUS

     You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone else to provide you
with different information. If anyone provides you with different information,
you should not rely on it. We are not making an offer to sell these securities
in any jurisdiction where the offer or sale is not permitted. You should assume
that the information appearing in this prospectus or any documents incorporated
by reference is accurate only as of the date on the front cover of the
applicable document or as specifically indicated in the document. Our business,
financial condition, results of operations and prospects may have changed since
that date.

     In this prospectus, the terms "TJX," "we," "us" and "our" refer to The TJX
Companies, Inc. and its consolidated subsidiaries, except in "Summary -- The
Offering" and "Description of LYONs," where such terms refer only to The TJX
Companies, Inc.

     TJX, T.J. Maxx, Marshalls, HomeGoods, Winners, T.K. Maxx, A.J Wright and
HomeSense are trademarks, trade names or service marks, registered or
unregistered, of TJX or an affiliate.

     Liquid Yield Option is a registered trademark of Merrill Lynch & Co., Inc.

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

                               TABLE OF CONTENTS

<TABLE>
<S>                                                           <C>
WHERE YOU CAN FIND MORE INFORMATION.........................    2
FORWARD LOOKING INFORMATION.................................    3
SUMMARY.....................................................    4
USE OF PROCEEDS.............................................    7
RATIO OF EARNINGS TO FIXED CHARGES..........................    7
DESCRIPTION OF LYONS........................................    8
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES......   23
SELLING SECURITYHOLDERS.....................................   28
PLAN OF DISTRIBUTION........................................   33
LEGAL MATTERS...............................................   34
EXPERTS.....................................................   34
</TABLE>

                                        1
<PAGE>   3

                      WHERE YOU CAN FIND MORE INFORMATION

     TJX files annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission, or SEC under the
Securities Exchange Act of 1934. You may read and copy this information at the
following locations of the SEC:

<TABLE>
<S>                             <C>                             <C>
     Public Reference Room        North East Regional Office        Midwest Regional Office
    450 Fifth Street, N.W.           7 World Trade Center           500 West Madison Street
           Room 1024                      Suite 1300                      Suite 1400
    Washington, D.C. 20549            New York, NY 10048               Chicago, IL 60661
</TABLE>

     You may also obtain copies of the information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, DC
20549, at prescribed rates. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330.

     The SEC also maintains a web site that contains reports, proxy statements
and other information about issuers, like TJX, who file electronically with the
SEC. The address of the site is www.sec.gov.

     You can also inspect reports, proxy statements and other information about
TJX at the offices of the New York Stock Exchange, 20 Broad Street, New York,
New York 10005.

     We are "incorporating by reference" into this prospectus some information
we file with the SEC. This means that we are disclosing important information to
you by referring you to those documents. The information incorporated by
reference is deemed to be part of this prospectus, except for any information
superseded by information contained directly in this prospectus. This prospectus
incorporates by reference the documents set forth below that we have filed
previously with the SEC. These documents contain important information about us.

<TABLE>
<CAPTION>
TJX SEC FILINGS (FILE NO. 1-4908)                                   PERIOD
---------------------------------                     ----------------------------------
<S>                                                   <C>
Annual Report on Form 10-K..........................  Fiscal year ended January 27, 2001
Amendment No. 5 to Form 8-A/A to the Registration
  Statement on Form 8-A.............................  Dated September 9, 1999
</TABLE>

     All documents we file with the SEC under Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act from the date of this prospectus to the end of the offering
of the LYONs and common stock under this document shall also be deemed to be
incorporated in this prospectus by reference and will automatically update
information in this prospectus.

     For a description of our capital stock, please see Amendment No. 5 to Form
8-A/A.

     You may request a copy of these filings at no cost by writing or calling us
at the following address or telephone number:
                            The TJX Companies, Inc.
                              770 Cochituate Road
                              Framingham, MA 01701
                               Tel (508) 390-1000
                               Attn: Sherry Lang,
                   Vice President Investor & Public Relations

     Exhibits to the filings will not be sent unless those exhibits have
specifically been incorporated by reference in this document.

                                        2
<PAGE>   4

                          FORWARD LOOKING INFORMATION

     Some of the statements contained in this prospectus are forward looking and
involve a number of risks and uncertainties. All statements included in this
prospectus, including in the summary and in the documents incorporated by
reference, that address activities, events or developments that we intend or
expect to or believe may occur in the future are forward looking statements.
Such statements are characterized by terminology such as "believe,"
"anticipate," "should," "intend," "plan," "may," "expects," "estimates,"
"projects," "positioned," "strategy" and similar words. Among the factors that
could cause actual results to differ materially from the forward looking
statements contained in this prospectus are the following:

     - general economic conditions and consumer demand and preferences;

     - weather patterns in areas where we have concentrations of stores;

     - competitive factors, including pressure from pricing and promotional
       activities of competitors;

     - the impact of excess retail capacity and the availability of desirable
       store and distribution center locations on suitable terms;

     - our ability to recruit quality sales associates;

     - the availability, selection and purchase of attractive merchandise on
       favorable terms;

     - potential disruptions in supply, and duties, tariffs and quotas on
       imported merchandise, as well as economic and political problems in
       countries from which merchandise is imported;

     - currency and exchange rate factors in our foreign operations;

     - expansion of our store base, development of new businesses and
       application of our off-price strategies in foreign countries;

     - our acquisition and divestiture activities; and

     - other factors that are or may be described in our filings with the SEC
       incorporated by reference in this prospectus.

     In addition, there are risks related to the LYONs, including the following:

     - we may not have the funds necessary to finance the purchase of the LYONs
       at the option of the holder or in a change in control purchase;

     - the price of the LYONs or the shares of common stock issuable upon
       conversion of the LYONs could vary significantly over time;

     - the change in control purchase feature of the LYONs may delay or prevent
       a possible takeover attempt of TJX which would otherwise be beneficial to
       investors;

     - the value a holder may realize could be adversely affected if the
       conditions for convertability are not met; and

     - because the LYONs will be subordinated to our senior indebtedness and
       effectively subordinated to liabilities of our subsidiaries, in the event
       of our bankruptcy, dissolution or reorganization, holders of senior
       indebtedness may receive more ratably and holders of the LYONs may
       receive less ratably than our other creditors.

                                        3
<PAGE>   5

                                    SUMMARY

     The following summary is qualified in its entirety by the more detailed
information included elsewhere or incorporated by reference in this prospectus.
Because this is a summary, it may not contain all the information that is
important to you. You should read the entire prospectus, including the
information incorporated by reference, before making an investment decision.

                               THE TJX COMPANIES

     We are the leading off-price retailer of apparel and home fashions in the
United States and worldwide. We offer off-price family apparel and home fashions
through our T.J. Maxx, Marshalls and A.J. Wright chains in the United States,
our Winners chain in Canada and our T.K. Maxx chain primarily in the United
Kingdom. We also operate the HomeGoods chain in the United States, which focuses
exclusively on off-price home fashions, and we are opening a Canadian home
fashions chain called HomeSense in 2001. Our chains target the middle to
upper-middle income shopper with a profile like a department or specialty store
customer. The exception is our A.J. Wright stores which target a more moderate
income customer.

                                  THE OFFERING

LYONs.........................   $517,500,000 aggregate principal amount at
                                 maturity of LYONs due February 13, 2021. We
                                 will not pay any interest on the LYONs prior to
                                 maturity. Each LYON was issued at a price of
                                 $671.65 per LYON and has a principal amount at
                                 maturity of $1,000.

Maturity of the LYONs.........   February 13, 2021.

Yield to Maturity of LYONs....   2% per year, computed on the original issue
                                 price on a semiannual bond equivalent basis
                                 from February 13, 2001.

Original Issue Discount.......   We sold the LYONs at an issue price
                                 significantly below their principal amount at
                                 maturity. The original issue discount for U.S.
                                 federal income tax purposes is equal to the
                                 principal amount at maturity less the issue
                                 price to the initial purchasers of the LYONs.
                                 Original issue discount accrues daily at a rate
                                 of 2% per year from the date of issuance of the
                                 LYONs, calculated on a semiannual bond
                                 equivalent basis at the yield to maturity of
                                 the LYONs, using a 360-day year comprised of
                                 twelve 30-day months.

                                 Although we will not pay interest on the LYONs,
                                 U.S. Holders must include original issue
                                 discount, as it accrues, in their gross income
                                 for United States federal income tax purposes.
                                 See "Material United States Federal Income Tax
                                 Consequences."

Conversion Rights.............   If the conditions for conversion are satisfied,
                                 you may surrender each LYON held by you for
                                 conversion into 16.3335 shares of our common
                                 stock. The conversion rate is subject to
                                 adjustment as provided in the indenture, but
                                 will not be adjusted for accrued original issue
                                 discount. Upon conversion, a holder will not
                                 receive any cash payment representing accrued
                                 original issue discount. Instead, accrued
                                 original issue discount will be deemed paid by
                                 the shares of common stock received by the
                                 holder on conversion.

                                        4
<PAGE>   6

                                 Holders may surrender LYONs for conversion into
                                 shares of our common stock in any fiscal
                                 quarter, if, as of the last day of the
                                 preceding fiscal quarter, the closing sale
                                 price of our common stock for at least 20
                                 trading days in a period of 30 consecutive
                                 trading days ending on the last trading day of
                                 such preceding fiscal quarter is more than a
                                 specified percentage of the accreted conversion
                                 price per share of common stock on the last
                                 trading day of such preceding fiscal quarter.
                                 The specified target percentage begins at 135%
                                 in the quarter ended April 28, 2001 and
                                 declines 0.3125% per quarter until it reaches
                                 110.3125% for the quarter beginning January 31,
                                 2021. The accreted conversion price per share
                                 as of any day will equal the issue price of a
                                 LYON plus the accrued original discount to that
                                 day, divided by 16.3335, subject to any
                                 adjustments to the conversion rate through that
                                 day.

                                 Holders may also surrender a LYON for
                                 conversion during any period in which the
                                 credit rating assigned to the LYONs by either
                                 Moody's or Standard & Poor's is below
                                 investment grade (Ba1 or lower for Moody's or
                                 BB+ or lower for Standard & Poor's).

                                 Holders may surrender for conversion LYONs
                                 called for redemption until the close of
                                 business on the second business day prior to
                                 the redemption date. In addition, if we make a
                                 significant distribution to our stockholders or
                                 if we are a party to specified consolidations,
                                 mergers or binding share exchanges, LYONs may
                                 be surrendered for conversion, as described in
                                 "Description of LYONs -- Conversion Rights."
                                 The ability to surrender LYONs for conversion
                                 will expire at the close of business on
                                 February 13, 2021.

Subordination.................   The LYONs are subordinated in right of payment
                                 to all of our existing and future senior
                                 indebtedness. As of January 27, 2001, we had
                                 approximately $425 million of senior
                                 indebtedness outstanding, excluding contingent
                                 liabilities not reflected on our balance sheet.
                                 The LYONs are also effectively subordinated to
                                 all other liabilities, including trade
                                 payables, of our subsidiaries. The term "senior
                                 indebtedness" is defined in the "Description of
                                 LYONs -- Subordination" section of this
                                 prospectus.

Sinking Fund..................   None.

Redemption of the LYONs at the
  Option of TJX...............   We may redeem for cash all or a portion of the
                                 LYONs at any time on or after February 13,
                                 2007, at redemption prices equal to the sum of
                                 the issue price and accrued original issue
                                 discount for the LYONs on the applicable
                                 redemption date.

Purchase of the LYONs by TJX
at the Option of the Holder...   Each holder may require us to purchase all or a
                                 portion of such holder's LYONs on each of the
                                 following dates at the following prices:

                                 - February 13, 2002, at a price of $681.76 per
                                   LYON;

                                 - February 13, 2004, at a price of $712.97 per
                                   LYON;

                                        5
<PAGE>   7

                                 - February 13, 2007, at a price of $756.83 per
                                   LYON; and

                                 - February 13, 2013, at a price of $852.82 per
                                   LYON.

                                 These prices are equal to the sum of the issue
                                 price and accrued original issue discount for
                                 the LYONs on such dates, except for the price
                                 at February 13, 2002, which is a lower price.

                                 We may pay the purchase price in cash or shares
                                 of our common stock or in a combination of cash
                                 and shares of our common stock.

Change in Control.............   Upon a change in control of TJX occurring on or
                                 before February 13, 2007, each holder may
                                 require us to purchase for cash all or a
                                 portion of such holder's LYONs at a price equal
                                 to the sum of the issue price and accrued
                                 original issue discount for the LYONs on the
                                 date of purchase.

Optional Conversion to
Semiannual Coupon Notes upon
  Tax Event...................   If there are specified changes in the tax laws,
                                 we may choose to pay interest instead of future
                                 accrued original issue discount on each LYON.
                                 Such interest would be payable semiannually
                                 from the option exercise date at 2% per year on
                                 the restated principal amount. In such event,
                                 the redemption price, purchase price and change
                                 in control purchase price will be adjusted, as
                                 described in this prospectus. However, there
                                 will be no change in the holder's conversion
                                 rights. This is described in more detail under
                                 "Description of LYONs -- Optional Conversion to
                                 Semiannual Coupon Notes Upon Tax Event."

DTC Eligibility...............   The LYONs were issued in fully registered
                                 book-entry form and will be represented by one
                                 or more permanent global LYONs without coupons
                                 deposited with a custodian for and registered
                                 in the name of a nominee of The Depository
                                 Trust Company in New York, New York. Beneficial
                                 interests in global LYONs are shown on, and
                                 transfers will be effected only through,
                                 records maintained by DTC and its direct and
                                 indirect participants. Your interest in any
                                 global LYON may not be exchanged for
                                 certificated LYONs, except in limited
                                 circumstances. Settlement and all secondary
                                 market trading activity for the LYONs will be
                                 in same day funds.

Trading.......................   The LYONs issued in the initial private
                                 placement are eligible for trading in the
                                 PORTAL system. However, LYONs sold using this
                                 prospectus will no longer be eligible for
                                 trading in the PORTAL system. We do not intend
                                 to list the LYONs on any national securities
                                 exchange. Our common stock is traded on the
                                 NYSE under the symbol "TJX."

                                        6
<PAGE>   8

                                USE OF PROCEEDS

     We will not receive any proceeds from the sale by any selling
securityholders of the LYONs or the underlying common stock.

                       RATIO OF EARNINGS TO FIXED CHARGES

     For purposes of computing our ratio of earnings to fixed charges,
"earnings" represent income from continuing operations before provision for
taxes, interest expense and the interest portion of rentals. "Fixed charges"
represent interest expense, capitalized interest and the interest portion of
rentals.

<TABLE>
<CAPTION>
                                                                  FISCAL YEAR ENDED
                                              ----------------------------------------------------------
                                              JAN. 25,     JAN. 31,     JAN. 30,    JAN. 29,    JAN. 27,
                                                1997         1998         1999        2000        2001
                                              --------    ----------    --------    --------    --------
                                                          (53 WEEKS)
<S>                                           <C>         <C>           <C>         <C>         <C>
Ratio of earnings to fixed charges..........    3.03x        4.28x        5.33x       6.29x       5.71x
</TABLE>

                                        7
<PAGE>   9

                              DESCRIPTION OF LYONS

     The following summary is not complete. You should review the indenture that
has been filed as an exhibit to this registration statement. The indenture
defines your rights as a LYONs holder. As used in this description of LYONs, the
words "we," us," "our" or "TJX" mean The TJX Companies, Inc. and do not include
any current or future subsidiary or other affiliate.

GENERAL

     We issued $517,500,000 aggregate principal amount at maturity of LYONs in a
February 2001 private placement. The LYONs will mature on February 13, 2021. The
principal amount at maturity of each LYON is initially $1,000. The LYONs are
payable at the principal corporate trust office of the paying agent, which
initially is an office or agency of the trustee, or an office or agency
maintained by us for such purpose, in the Borough of Manhattan, The City of New
York.

     We sold the LYONs at a substantial discount from their principal amount at
maturity. We will not make periodic payments of interest on the LYONs. The issue
price of the LYONs was $671.65 per LYON. The LYONs accrue original issue
discount while they remain outstanding. Original issue discount is the
difference between the issue price to the initial purchasers and the principal
amount at maturity of a LYON. Original issue discount accrues at a rate of 2%
per year, beginning on the date of original issuance of the LYONs. The
calculation of the accrual of original issue discount is based on the original
issue price on a semiannual bond equivalent basis, using a 360-day year composed
of twelve 30-day months.

     Original issue discount will cease to accrue on a LYON upon its maturity,
conversion, purchase by us at your option or redemption. We may not reissue a
LYON that has matured or been converted, purchased by us at your option,
redeemed or otherwise cancelled, except for registration of transfer, exchange
or replacement of such LYON.

     LYONs may be presented for conversion at the office of the conversion agent
and for exchange or registration of transfer at the office of the registrar. The
conversion agent and the registrar are initially the trustee. No service charge
will be made for any registration of transfer or exchange of LYONs. However, we
may require the holder to pay any tax, assessment or other governmental charge
payable as a result of such transfer or exchange.

SUBORDINATION

     Payment on the LYONs is, to the extent provided in the indenture,
subordinated in right of payment to the prior payment in full of all of our
existing and future senior indebtedness. Payment on the LYONs is also
effectively subordinated to all existing and future indebtedness of our
subsidiaries.

     Upon any payment or distribution of our assets to our creditors upon any
dissolution, winding up, liquidation or reorganization, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership or other similar
proceedings, the holders of our senior indebtedness will first be entitled to
receive payment in full of all amounts due or to become due on their
indebtedness, or payment of such amounts shall have been provided for, before
the holders of the LYONs will be entitled to receive any payment or distribution
with respect to the LYONs.

     By reason of this subordination, in the event of our bankruptcy,
dissolution or reorganization, holders of senior indebtedness may receive more
ratably and holders of the LYONs may receive less ratably than our other
creditors. The LYONs are also subordinated by operation of law to all
indebtedness and other liabilities, including trade payables, of our
subsidiaries.

     In addition, no payment of the principal amount at the maturity of the
LYONs (or if the LYONs have been converted to semiannual coupon notes following
a tax event, as described below, the restated principal amount), issue price,
accrued original issue discount, redemption price, change in control purchase
price or interest, if any, with respect to any LYONs may be made by us, nor may
we pay cash

                                        8
<PAGE>   10

with respect to the purchase price of any LYONs (other than for fractional
shares) or acquire any LYONs for cash or property (except as set forth in the
indenture) if:

     - any payment default on any senior indebtedness has occurred and is
       continuing beyond any applicable grace period; or

     - any default other than a payment default with respect to senior
       indebtedness has occurred and is continuing that permits the acceleration
       of the maturity of such senior indebtedness and such default is either
       the subject of judicial proceedings or we receive a written notice of the
       default from the holders of the senior indebtedness.

     Notwithstanding the foregoing, the payment blockage period will end and we
may resume payments with respect to the LYONs and may acquire LYONs:

     - when the default with respect to the senior indebtedness is cured or
       waived; or

     - in the case of a default described in the second bullet above, 179 or
       more days pass after we receive notice of the default, provided that the
       terms of the indenture otherwise permit the payment or acquisition of the
       LYONs at that time.

     No new period of payment blockage may be commenced pursuant to a similar
notice relating to the same default on the same issue of senior indebtedness
unless nine months have elapsed since we received the notice of default as
provided above.

     In addition, no payment may be made on the LYONs if any LYONs are declared
due and payable prior to their stated maturity by reason of the occurrence of an
event of default until the earlier of 120 days after the date of such
acceleration or the payment in full of all senior indebtedness, but only if such
payment is then otherwise permitted under the terms of the indenture.
Notwithstanding the foregoing, upon the expiration of any payment blockage
period described above, holders of the LYONs are required to pay over any
amounts collected by such holders to the holders of senior indebtedness to the
extent necessary to pay all holders of senior indebtedness in full.

     The term "senior indebtedness" of TJX means the principal, premium (if any)
and unpaid interest on all present and future on all of our:

          (1) indebtedness for borrowed money;

          (2) obligations evidenced by bonds, debentures, notes or similar
     instruments;

          (3) obligations under (a) interest rate swaps, caps, collars, options,
     and similar arrangements, (b) any foreign exchange contract, currency swap
     contract, futures contract, currency option contract, or other foreign
     currency hedge and (c) credit swaps, caps, floors, collars and similar
     arrangements;

          (4) indebtedness incurred, assumed or guaranteed by us in connection
     with the acquisition by us or one of our subsidiaries of any business,
     properties or assets (except purchase money indebtedness classified as
     accounts payable under generally accepted accounting principles);

          (5) all obligations and liabilities, contingent or otherwise, in
     respect of our leases required, in conformity with generally accepted
     accounting principles, to be accounted for as capitalized lease obligations
     on our balance sheet and all obligations and liabilities, contingent or
     otherwise, under any lease or related document, including a purchase
     agreement, in connection with the lease of real property which provides
     that we are contractually obligated to purchase or cause a third party to
     purchase the leased property and thereby guarantee a minimum residual value
     of the leased property to the lessor and our obligations under such lease
     or related document to purchase or to cause a third party to purchase such
     leased property;

          (6) reimbursement obligations in respect of letters of credit relating
     to our indebtedness or other obligations that qualify as indebtedness or
     obligations of the kind referred to in clauses (1) through (5) above; and

                                        9
<PAGE>   11

          (7) obligations under direct or indirect guaranties in respect of, and
     obligations (contingent or otherwise) to purchase or otherwise acquire, or
     otherwise to assure a creditor against loss in respect of, indebtedness or
     obligations of others of the kinds referred to in clauses (1) through (6)
     above,

in each case unless in the instrument creating or evidencing the indebtedness or
obligation or pursuant to which the same is outstanding it is provided that such
indebtedness or obligation is not senior in right of payment to the LYONs or
that such indebtedness or obligation is subordinated to any of our other
indebtedness or obligations, unless such indebtedness or obligations expressly
provide that such indebtedness or obligations are to be senior in right of
payment to the LYONs. At January 27, 2001, we had approximately $425 million of
senior indebtedness outstanding, not including any contingent liabilities not
reflected on our balance sheet.

     The LYONs are effectively subordinated to all existing and future
liabilities of our subsidiaries. Any right we have to participate in any
distribution of the assets of any of our subsidiaries upon the liquidation,
reorganization or insolvency of such subsidiary (and the consequent right of the
holders of the LYONs to participate in those assets) will be subject to the
claims of the creditors (including trade creditors) of such subsidiary, except
to the extent that our claims as a creditor of such subsidiary may be
recognized, in which case our claims would still be subordinate to any security
interest in the assets of such subsidiary and any indebtedness of such
subsidiary senior to that held by us. The indenture does not restrict us or our
subsidiaries from incurring additional indebtedness, including senior
indebtedness. A significant amount of the total liabilities reflected on our
balance sheet are incurred by our subsidiaries and will be effectively senior to
the LYONs.

BOOK-ENTRY SYSTEM

     The LYONs were issued in the form of global securities held in book-entry
form. DTC or its nominee is the sole registered holder of the LYONs for all
purposes under the indenture. Owners of beneficial interests in the LYONs
represented by the global securities hold their interests pursuant to the
procedures and practices of DTC. As a result, beneficial interests in any such
securities are shown on, and may only be transferred through, records maintained
by DTC and its direct and indirect participants, and any such interest may not
be exchanged for certificated securities, except in limited circumstances.
Owners of beneficial interests must exercise any rights in respect of their
interests, including any right to convert or require purchase of their interests
in the LYONs, in accordance with the procedures and practices of DTC. Beneficial
owners are not holders and are not entitled to any rights under the global
securities or the indenture. Both we and the trustee, and any of our respective
agents, may treat DTC as the sole holder and registered owner of the global
securities.

EXCHANGE OF GLOBAL SECURITIES

     LYONS represented by a global security will be exchangeable for
certificated securities with the same terms only if:

     - DTC is unwilling or unable to continue as depositary or if DTC ceases to
       be a clearing agency registered under the Exchange Act, and we do not
       appoint a successor depositary within 90 days;

     - we decide to discontinue use of the system of book-entry transfer through
       DTC (or any successor depositary); or

     - a default under the indenture occurs and is continuing.

     DTC has advised us as follows: DTC is a limited-purpose trust company
organized under the New York Banking Law, a "banking organization" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
facilitates the settlement of transactions among its participants through
electronic computerized book-entry changes in participants' accounts,
eliminating the need for physical movement of securities certificates. DTC's
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and other organizations, some of whom and/or their
representatives, own DTC. Access to
                                        10
<PAGE>   12

DTC's book-entry system is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.

CONVERSION RIGHTS

     Holders may surrender LYONs for conversion into shares of our common stock
only if at least one of the conditions described below is satisfied. In
addition, a LYON for which a holder has delivered a purchase notice or a change
in control purchase notice requiring us to purchase the LYONs may be surrendered
for conversion only if such notice is withdrawn in accordance with the
indenture.

     The initial conversion rate is 16.3335 shares of common stock per LYON,
subject to adjustment upon the occurrence of the events described below. A
holder of a LYON otherwise entitled to a fractional share will receive cash
equal to the applicable portion of the then-current sale price of our common
stock on the trading day immediately preceding the conversion date.

     The ability to surrender LYONs for conversion will expire at the close of
business on February 13, 2021.

     To convert a LYON into shares of our common stock, a holder must:

     - complete and manually sign the conversion notice appearing on the back of
       the LYON (or complete and manually sign a facsimile of such notice), and
       deliver such notice to the conversion agent;

     - surrender the LYON to the conversion agent;

     - if required by the conversion agent, furnish appropriate endorsements and
       transfer documents; and

     - if required, pay all transfer or similar taxes.

     The date on which all of the foregoing requirements have been satisfied is
the conversion date.

     The conversion agent will, on our behalf, determine if the LYONs are
convertible and notify the trustee and us accordingly. If one or more of the
conditions to the conversion of the LYONs has been satisfied, we will promptly
notify the holders of the LYONs and use our reasonable best efforts to post this
information on our website or otherwise publicly disclose this information.

     Conversion Based on Common Stock Price.  A holder may surrender such
holder's LYONs for conversion into shares of our common stock in any fiscal
quarter, if, as of the last day of the preceding fiscal quarter, the sale price
of our common stock for at least 20 trading days in a period of 30 consecutive
trading days ending on the last trading day of such preceding fiscal quarter is
more than a specified percentage of the accreted conversion price per share of
common stock on the last day of such preceding fiscal quarter. The specified
percentage begins at 135% in the quarter ended April 28, 2001 and declines
0.3125% per quarter thereafter until it reaches 110.3125% for the quarter
beginning January 31, 2021.

     The accreted conversion price per share as of any day will equal the issue
price of a LYON plus the accrued original issue discount to that day, divided by
the number of shares of common stock issuable upon conversion of a LYON on that
day. The sale price of our common stock on any trading day means the closing per
share sale price (or if no closing sale price is reported, the average of the
bid and ask prices or, if more than one in either case, the average of the
average bid and the average ask prices) on such date on the principal national
securities exchange on which the common stock is listed or, if our common stock
is not listed on a principal national securities exchange, as reported by Nasdaq
or otherwise as provided in the indenture.

     The table below shows the conversion trigger price per share of our common
stock in respect of each of the first 20 fiscal quarters following issuance of
the LYONs. These conversion trigger prices reflect the accreted conversion price
per share of common stock multiplied by the applicable percentage for the
respective fiscal quarter. Thereafter, the accreted conversion price per share
of common stock increases each fiscal quarter by the accreted original issue
discount for the quarter and the applicable percentage

                                        11
<PAGE>   13

declines by 0.3125% per quarter. The conversion trigger price for the fiscal
quarter beginning January 31, 2021, is $67.49.

<TABLE>
<CAPTION>
                                                                                               (3)
                                                              (1)              (2)         CONVERSION
                                                            ACCRETED        APPLICABLE    TRIGGER PRICE
FISCAL QUARTER*                                         CONVERSION PRICE    PERCENTAGE      (1) X (2)
---------------                                         ----------------    ----------    -------------
<S>                                                     <C>                 <C>           <C>
2002
  Quarter ended April 28, 2001........................       $41.29          135.0000%       $55.74
  Quarter ended July 28, 2001.........................        41.50          134.6875%        55.89
  Quarter ended October 27, 2001......................        41.70          134.3750%        56.04
  Quarter ended January 26, 2002......................        41.91          134.0625%        56.18
2003
  Quarter ended April 27, 2002........................       $42.12          133.7500%       $56.34
  Quarter ended July 27, 2002.........................        42.33          133.4375%        56.48
  Quarter ended October 26, 2002......................        42.54          133.1250%        56.63
  Quarter ended January 25, 2003......................        42.75          132.8125%        56.78
2004
  Quarter ended April 26, 2003........................       $42.96          132.5000%       $56.93
  Quarter ended July 26, 2003.........................        43.18          132.1875%        57.08
  Quarter ended October 25, 2003......................        43.39          131.8750%        57.22
  Quarter ended January 31, 2004......................        43.62          131.5625%        57.39
2005
  Quarter ended May 1, 2004...........................       $43.84          131.2500%       $57.54
  Quarter ended July 31, 2004.........................        44.06          130.9375%        57.69
  Quarter ended October 30, 2004......................        44.28          130.6250%        57.84
  Quarter ended January 29, 2005......................        44.49          130.3125%        57.98
2006
  Quarter ended April 30, 2005........................       $44.72          130.0000%       $58.13
  Quarter ended July 30, 2005.........................        44.94          129.6875%        58.28
  Quarter ended October 29, 2005......................        45.16          129.3750%        58.43
  Quarter ended January 28, 2006......................        45.39          129.0625%        58.58
</TABLE>

---------------
* This table assumes no events have occurred that would require an adjustment to
  the conversion rate. We have a fiscal year that ends on the last Saturday in
  January and is generally comprised of four fiscal quarters of 13 weeks ending
  on the last Saturday of April, July, October and January. Periodically, the
  fourth fiscal quarter will consist of 14 weeks (and therefore the fiscal year
  will be 53 weeks); such quarters include the quarters ending January 31, 2004,
  January 31, 2009, January 31, 2015 and January 30, 2021.

     Conversion Based on Credit Rating.  A holder may also surrender such
holder's LYONs for conversion during any period that the credit rating assigned
to the LYONs by either Moody's Investor Service, Inc. or Standard & Poor's
Rating Services is below investment grade (Ba1 or lower for Moody's and BB+ or
lower for S&P).

     Conversion Based on Redemption.  A holder may surrender for conversion such
holder's LYONs called for redemption at any time prior to the close of business
on the second business day immediately preceding the redemption date, even if
the LYONs are not otherwise convertible at such time. A LYON for which a holder
has delivered a purchase notice or a change in control purchase notice, as
described below, requiring us to purchase such LYON may be surrendered for
conversion only if such notice is withdrawn in accordance with the indenture.

                                        12
<PAGE>   14

     A "business day" is any weekday that is not a day on which banking
institutions in The City of New York are authorized or obligated to close. A
"trading day" is any day on which the NYSE is open for trading or, if the
applicable security is quoted on the Nasdaq National Market, a day on which
trades may be made on such market or, if the applicable security is not so
listed, admitted for trading or quoted, any business day.

     Conversion Upon Occurrence of Certain Corporate Transactions.  If we are
party to a consolidation, merger or binding share exchange or a transfer of all
or substantially all of our assets, a holder may surrender such holder's LYONs
for conversion at any time from and after the date which is 15 days prior to the
anticipated effective date of the transaction until 15 days after the actual
effective date of such transaction, and at the effective date, the right to
convert a LYON into common stock will be changed into a right to convert it into
the kind and amount of securities, cash or other assets of TJX or another person
which the holder would have received if the holder had converted the holder's
LYONs immediately prior to the transaction. If such transaction also constitutes
a change in control of TJX, the holder will be able to require us to purchase
all or a portion of such holder's LYONs as described under "-- Change in Control
Permits Purchase of LYONs by TJX at the Option of the Holder."

     If we elect to make a distribution to all holders of shares of our common
stock pursuant to paragraphs (3) and (4) of the provisions regarding adjustments
to the conversion rate below which, in the case of paragraph (4) has a per share
value equal to more than 15% of the sale price of our shares of common stock on
the day preceding the declaration date for such distribution, we will be
required to give notice to the holders of LYONs at least 20 days prior to the
date for such distribution. Upon giving such notice, holders may surrender the
LYONs for conversion at any time until the close of business on the business day
prior to the date of distribution or until we announce that such distribution
will not take place.

     Conversion Adjustments and Delivery of Common Stock.  On conversion of a
LYON, a holder will not receive any cash payment of interest representing
accrued original issue discount. Delivery to the holder of the full number of
shares of common stock into which the LYON is convertible, together with any
cash payment of such holder's fractional shares, will be deemed:

     - to satisfy our obligation to pay the principal amount at maturity of the
       LYON; and

     - to satisfy our obligation to pay accrued original issue discount
       attributable to the period from the issue date through the conversion
       date.

As a result, accrued original issue discount is deemed paid in full rather than
cancelled, extinguished or forfeited.

     If semiannual interest is payable to holders of LYONs and LYONs are
converted after a record date and prior to the next interest payment date,
holders of such LYONs on the record date will receive the semi-annual interest
payable on such LYONs on the corresponding interest payment date,
notwithstanding the conversion. Upon surrender, such LYONs must be accompanied
by funds equal to the amount of semiannual interest payable on the principal
amount of LYONs so converted, unless such LYONs have been called for redemption,
in which case no such payment shall be required.

     The conversion rate will not be adjusted for accrued original issue
discount. A certificate for the number of full shares of common stock into which
any LYON is converted, together with any cash payment for fractional shares,
will be delivered through the conversion agent as soon as practicable following
the conversion date. For a discussion of the tax treatment of a holder receiving
shares of our common stock upon surrendering LYONs for conversion, see "Material
United States Federal Income Tax Consequences -- U.S. Holders -- Sale, Exchange,
Conversion or Redemption."

     We will adjust the conversion rate for:

          (1) dividends or distributions on our common stock payable in our
     common stock or our other capital stock;

                                        13
<PAGE>   15

          (2) subdivisions, combinations or certain reclassifications of our
     common stock;

          (3) distributions to all holders of our common stock of certain rights
     to purchase our common stock for a period expiring within 60 days at less
     than the then current sale price; and

          (4) distributions to the holders of our common stock of our assets
     (including shares of capital stock of a subsidiary) or debt securities or
     certain rights to purchase our securities (excluding cash dividends or
     other cash distributions from current or retained earnings unless the
     annualized amount thereof per share exceeds 5% of the sale price of our
     common stock on the day preceding the date of declaration of such dividend
     or other distribution).

     However, no adjustment to the conversion rate need be made if holders of
the LYONs may participate in the transaction or in a few other specified cases.

     In addition, the indenture provides that if we implement a stockholders'
rights plan, such rights plan must provide that, upon conversion of the LYONs,
the holders of such LYONs will receive, in addition to the shares of common
stock issuable upon such conversion, the rights related to such common stock,
whether or not such rights have separated from the common stock at the time of
such conversion. However, there shall not be any adjustment to the conversion
privilege or conversion rate as a result of:

     - the issuance of the rights;

     - the distribution of separate certificates representing the rights;

     - the exercise or redemption of such rights in accordance with any rights
       agreement; or

     - the termination or invalidation of the rights.

     The indenture permits us to increase the conversion rate from time to time.

     Holders of the LYONs may be deemed to have received a distribution subject
to federal income tax as a dividend upon:

     - a taxable distribution to holders of common stock which results in an
       adjustment of the conversion rate;

     - an increase in the conversion rate at our discretion; or

     - failure to adjust the conversion rate in some instances.

     See "Material United States Federal Income Tax Consequences -- U.S.
Holders -- Constructive Dividend."

REDEMPTION OF LYONS AT OUR OPTION

     No sinking fund is provided for the LYONs. We may not redeem the LYONs at
our option prior to February 13, 2007. Beginning on February 13, 2007, we may
redeem the LYONs for cash, as a whole or in part at any time. We will give not
less than 30 days' or more than 60 days' notice of redemption by mail to holders
of LYONs.

     If redeemed at our option, the LYONs will be redeemed at a price equal to
the sum of the issue price and accrued original issue discount on such LYONs as
of the applicable redemption date. The table below shows the redemption prices
of a LYON on February 13, 2007, at each February 13 thereafter prior to maturity
and at maturity on February 13, 2021. In addition, the redemption price of a
LYON that is redeemed between the dates listed below would include an additional
amount reflecting the additional accrued original issue discount that has
accrued on such LYON since the immediately preceding date in the table below.

                                        14
<PAGE>   16

<TABLE>
<CAPTION>
                                                                         (2)                 (3)
                                                     (1)           ACCRUED ORIGINAL    REDEMPTION PRICE
REDEMPTION DATE                                LYON ISSUE PRICE     ISSUE DISCOUNT        (1) + (2)
---------------                                ----------------    ----------------    ----------------
<S>                                            <C>                 <C>                 <C>
February 13,
2007.........................................      $671.65             $ 85.18            $  756.83
2008.........................................       671.65              100.40               772.05
2009.........................................       671.65              115.91               787.56
2010.........................................       671.65              131.74               803.39
2011.........................................       671.65              147.89               819.54
2012.........................................       671.65              164.37               836.02
2013.........................................       671.65              181.17               852.82
2014.........................................       671.65              198.31               869.96
2015.........................................       671.65              215.80               887.45
2016.........................................       671.65              233.64               905.29
2017.........................................       671.65              251.83               923.48
2018.........................................       671.65              270.39               942.04
2019.........................................       671.65              289.33               960.98
2020.........................................       671.65              308.65               980.30
At stated maturity...........................       671.65              328.35             1,000.00
</TABLE>

     If we convert the LYONs to semiannual coupon notes following the occurrence
of a tax event, the notes will be redeemable at the restated principal amount
plus accrued and unpaid interest from the date of the conversion through the
redemption date. However, in no event may the LYONs be redeemed prior to
February 13, 2007. For more information on this optional conversion, see
"-- Optional Conversion to Semiannual Coupon Notes upon Tax Event."

     If less than all of the outstanding LYONs are to be redeemed, the trustee
will select the LYONs to be redeemed in principal amounts at maturity of $1,000
or integral multiples of $1,000. In this case, the trustee may select the LYONs
by lot, pro rata or by any other method the trustee considers fair and
appropriate. If a portion of a holder's LYONs is selected for partial redemption
and the holder converts a portion of the LYONs, the converted portion will be
deemed to be the portion selected for redemption.

PURCHASE OF LYONS AT THE OPTION OF THE HOLDER

     On the purchase dates of February 13, 2002, February 13, 2004, February 13,
2007 and February 13, 2013, each holder may, at the option of the holder,
require us to purchase any of such holder's LYONs for which a written purchase
notice has been properly delivered by the holder and not withdrawn, subject to
some additional conditions. Holders may submit their LYONs for purchase to the
paying agent at any time from the opening of business on the date that is 20
business days prior to such purchase date until the close of business on the
business day immediately preceding such purchase date.

     The purchase price of a LYON will be:

     - $681.76 per LYON on February 13, 2002;

     - $712.97 per LYON on February 13, 2004;

     - $756.83 per LYON on February 13, 2007; and

     - $852.82 per LYON on February 13, 2013.

     The above purchase prices reflect a price equal to the sum of the issue
price and accrued original issue discount on such LYONs as of the applicable
purchase date, except for the price at February 13, 2002, which reflects the sum
of the issue price and an accrual of one and one-half percent of the issue price
on a semiannual bond equivalent basis.

                                        15
<PAGE>   17

     We may, at our option, elect to pay the purchase price in cash or shares of
common stock or any combination of cash and stock. For a discussion of the tax
treatment of a holder receiving cash, common stock or a combination of cash and
stock, see "Material United States Federal Income Tax Consequences -- U.S.
Holders -- Sale, Exchange, Conversion or Redemption."

     If, prior to a purchase date, the LYONs have been converted to semiannual
coupon notes following the occurrence of a tax event, the purchase price will be
equal to the restated principal amount plus accrued and unpaid interest from the
date of the conversion to the purchase date. For more information on this
optional conversion, see "-- Optional Conversion to Semiannual Coupon Notes upon
Tax Event."

     We will be required to give notice on a date not less than 20 business days
prior to each purchase date to all holders at their addresses shown in the
register of the registrar, and to beneficial owners as required by applicable
law, stating among other things:

     - the amount of the purchase price;

     - whether we will pay the purchase price of LYONs in cash or common stock
       or any combination thereof, specifying the percentages of each;

     - if we elect to pay in common stock, the method of calculating the market
       price of the common stock; and

     - the procedures that holders must follow to require us to purchase their
       LYONs.

     The purchase notice given by each holder electing to require us to purchase
LYONs must state:

     - the certificate numbers of the holder's LYONs, if applicable, to be
       delivered for purchase;

     - the portion of the principal amount at maturity of LYONs to be purchased,
       which must be $1,000 or an integral multiple of $1,000;

     - that the LYONs are to be purchased by us pursuant to the applicable
       provisions of the LYONs; and

     - in the event we elect, pursuant to the notice that we are required to
       give, to pay the purchase price in common stock, in whole or in part, but
       the purchase price is ultimately to be paid to the holder entirely in
       cash because any of the conditions to payment of the purchase price or
       portion of the purchase price in common stock is not satisfied prior to
       the close of business on the purchase date, as described below, whether
       the holder elects:

        (1) to withdraw the purchase notice as to some or all of the LYONs to
            which it relates, or

        (2) to receive cash in respect of the entire purchase price for all
            LYONs or portions of LYONs subject to such purchase notice.

     If the purchase price for the LYONs subject to the purchase notice is
ultimately to be paid to a holder entirely in cash because we have not satisfied
one or more of the conditions to payment of the purchase price in common stock
prior to the close of business on the purchase date, a holder shall be deemed to
have elected to receive cash in respect of the entire purchase price for all
such LYONs unless such holder has properly notified us of its election to
withdraw the purchase notice. For a discussion of the tax treatment of a holder
receiving cash instead of common stock, see "Material United States Federal
Income Tax Consequences -- U.S. Holders -- Sale, Exchange, Conversion or
Redemption."

     Any purchase notice may be withdrawn by the holder by a written notice of
withdrawal delivered to the paying agent prior to the close of business on the
business day prior to the purchase date.

     The notice of withdrawal shall state:

     - the principal amount at maturity being withdrawn;

     - the certificate numbers of the LYONs being withdrawn; and

                                        16
<PAGE>   18

     - the principal amount at maturity, if any, of the LYONs that remains
       subject to the purchase notice.

     If we elect to pay the purchase price, in whole or in part, in shares of
our common stock, the number of such shares we deliver shall be equal to the
portion of the purchase price to be paid in common stock divided by the market
price of a share of common stock.

     We will pay cash based on the market price for all fractional shares of
common stock if we elect to deliver common stock in payment of all or part of
the purchase price. See "Material United States Federal Income Tax
Consequences -- U.S. Holders -- Sale, Exchange, Conversion or Redemption."

     The market price of our common stock is an amount equal to the average of
the sale prices of our common stock for the five-trading-day period ending on
the third business day prior to the applicable purchase date, or, if such
business day is not a trading day, then on the last trading day prior to such
business day, appropriately adjusted to take into account any occurrence. See
"-- Conversion Rights" for a description of the manner in which the sales price
of our common stock is determined.

     Because the market price of our common stock is determined prior to the
applicable purchase date, holders of LYONs bear the market risk with respect to
the value of the common stock to be received from the date such market price is
determined to such purchase date. We may pay the purchase price or any portion
of the purchase price in common stock only if the information necessary to
calculate the market price is published in a daily newspaper of national
circulation.

     Upon determination of the actual number of shares of common stock in
accordance with the foregoing provisions, we will promptly issue a press release
and publish such information on our website.

     Our right to purchase LYONs, in whole or in part, with common stock is
subject to our satisfying various conditions, including:

     - listing the common stock on the principal United States securities
       exchange on which our common stock is then listed or, if not so listed,
       on Nasdaq;

     - the registration of the common stock under the Securities Act and the
       Exchange Act, if required; and

     - any necessary qualification or registration under applicable state
       securities law or the availability of an exemption from such
       qualification and registration.

     If these conditions are not satisfied with respect to a holder prior to the
close of business on the purchase date, we will pay the purchase price of the
LYONs of the holder entirely in cash. See "Material United States Federal Income
Tax Consequences -- U.S. Holders -- Sale, Exchange, Conversion or Redemption."
We may not change the form or components or percentages of components of
consideration to be paid for the LYONs once we have given the notice that we are
required to give to holders of LYONs, except as described in the first sentence
of this paragraph.

     In connection with any purchase offer, we will:

     - comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender
       offer rules under the Exchange Act which may then be applicable; and

     - file Schedule TO or any other required schedule under the Exchange Act.

     Payment of the purchase price for a LYON for which a purchase notice has
been delivered and not validly withdrawn is conditioned upon delivery of the
LYON, together with necessary endorsements, to the paying agent at any time
after delivery of the purchase notice. Payment of the purchase price for the
LYON will be made as soon as practicable following the later of the purchase
date or the time of delivery of the LYON.

     If the paying agent holds money or securities sufficient to pay the
purchase price of the LYON on the business day following the purchase date in
accordance with the terms of the indenture, then, immediately

                                        17
<PAGE>   19

after the purchase date, the LYON will cease to be outstanding and accrued
original issue discount on such LYON will cease to accrue, whether or not the
LYON is delivered to the paying agent. Thereafter, all other rights of the
holder shall terminate, other than the right to receive the purchase price upon
delivery of the LYON.

     No LYONs may be purchased for cash at the option of holders if there has
occurred and is continuing an event of default with respect to the LYONs, other
than a default in the payment of the purchase price with respect to such LYONs.

CHANGE IN CONTROL PERMITS PURCHASE OF LYONS BY TJX AT THE OPTION OF THE HOLDER

     In the event of a change in control occurring on or prior to February 13,
2007, each holder will have the right, at the holder's option, subject to the
terms and conditions of the indenture, to require us to purchase for cash all or
any portion of the holder's LYONs. However, the principal amount at maturity of
LYONs submitted for purchase by a holder must be $1,000 or an integral multiple
of $1,000.

     We will be required to purchase the LYONs as of a date no later than 35
business days after the occurrence of such change in control at a cash price
equal to the sum of the issue price and accrued original issue discount on such
LYON on such date of purchase.

     If prior to such date of purchase upon a change in control the LYONs have
been converted to semiannual coupon notes following the occurrence of a tax
event, we will be required to purchase the notes at a cash price equal to the
restated principal amount plus accrued and unpaid interest from the date of the
conversion to such date of purchase.

     Within 15 days after the occurrence of a change in control, we are
obligated to mail to the trustee and to all holders of LYONs at their addresses
shown in the register of the registrar and to beneficial owners as required by
applicable law a notice regarding the change in control, which notice shall
state, among other things:

     - the events causing a change in control;

     - the date of such change in control;

     - the last date on which the purchase right may be exercised;

     - the change in control purchase price;

     - the change in control purchase date;

     - the name and address of the paying agent and the conversion agent;

     - the conversion rate and any adjustments to the conversion rate resulting
       from such change in control;

     - that LYONs with respect to which a change in control purchase notice is
       given by the holder may be converted only if the change in control
       purchase notice has been withdrawn in accordance with the terms of the
       indenture; and

     - the procedures that holders must follow to exercise these rights.

     To exercise this right, the holder must deliver a written notice to the
paying agent prior to the close of business on the business day prior to the
change in control purchase date. The required purchase notice upon a change in
control shall state:

     - the certificate numbers of the LYONs to be delivered by the holder;

     - the portion of the principal amount at maturity of LYONs to be purchased,
       which portion must be $1,000 or an integral multiple of $1,000; and

     - that we are to purchase such LYONs pursuant to the applicable provisions
       of the LYONs.

                                        18
<PAGE>   20

     Any such change in control purchase notice may be withdrawn by the holder
by a written notice of withdrawal delivered to the paying agent prior to the
close of business on the business day prior to the change in control purchase
date.

     The notice of withdrawal shall state:

     - the principal amount at maturity being withdrawn;

     - the certificate numbers of the LYONs being withdrawn; and

     - the principal amount at maturity, if any, of the LYONs that remain
       subject to a change in control purchase notice.

     Payment of the change in control purchase price for a LYON for which a
change in control purchase notice has been delivered and not validly withdrawn
is conditioned upon delivery of the LYON, together with necessary endorsements,
to the paying agent at any time after the delivery of such change in control
purchase notice. Payment of the change in control purchase price for such LYON
will be made promptly following the later of the change in control purchase date
or the time of delivery of such LYON.

     If the paying agent holds money sufficient to pay the change in control
purchase price of the LYON on the business day following the change in control
purchase date in accordance with the terms of the indenture, then, immediately
after the change in control purchase date, accrued original issue discount on
the LYON will cease to accrue, whether or not the LYON is delivered to the
paying agent. Thereafter, all other rights of the holder will terminate, other
than the right to receive the change in control purchase price upon delivery of
the LYON.

     We will be deemed to have undergone a "change in control" at such time as:

     - any person, including our affiliates and associates, other than our
       subsidiaries or our or their employee benefit plans, files a Schedule 13D
       or Schedule TO (or any successor schedule, form or report under the
       Exchange Act) disclosing that such person has become the beneficial owner
       of 50% or more of the aggregate voting power of our common stock and
       other capital stock with equivalent voting rights, or other capital stock
       into which the common stock is reclassified or changed, with certain
       exceptions; or

     - we complete any consolidation or merger pursuant to which our common
       stock would be converted into cash, securities or other property, in each
       case other than a consolidation or merger in which the holders of our
       common stock and other capital stock with equivalent voting rights,
       immediately prior to the consolidation or merger have, directly or
       indirectly, at least a majority of the total voting power in the
       aggregate of all classes of capital stock of the continuing or surviving
       corporation immediately after the consolidation or merger.

     The indenture does not permit our board of directors to waive our
obligation to purchase LYONs at the option of holders in the event of a change
in control.

     In connection with any purchase offer in the event of a change in control,
we will:

     - comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender
       offer rules under the Exchange Act which may then be applicable; and

     - file Schedule TO or any other required schedule under the Exchange Act.

     The change in control purchase feature of the LYONs may, in some
circumstances, make more difficult or discourage a takeover of TJX. The change
in control purchase feature, however, is not the result of our knowledge of any
specific effort to accumulate shares of common stock, to obtain control of us by
means of a merger, tender offer, solicitation or otherwise, or part of a plan by
management to adopt a series of anti-takeover provisions.

     Instead, the change in control purchase feature is a standard term
contained in other LYONs offerings that have been marketed by Merrill Lynch,
Pierce, Fenner & Smith Incorporated. The terms of

                                        19
<PAGE>   21

the change in control purchase feature resulted from negotiations between
Merrill Lynch, Pierce, Fenner & Smith Incorporated and us.

     There are a number of transactions that we could enter into in the future,
including some recapitalizations, that would not constitute a change in control
with respect to the change in control purchase feature of the LYONs but that
would increase the amount of our or our subsidiaries' outstanding indebtedness.

     No LYONs may be purchased at the option of holders upon a change in control
if there has occurred and is continuing an event of default with respect to the
LYONs, other than a default in the payment of the change in control purchase
price with respect to the LYONs.

EVENTS OF DEFAULT AND ACCELERATION

     The following are events of default under the indenture:

     - default in the payment of any principal amount (including accrued
       original issue discount and, if the LYONs have been converted to
       semiannual coupon notes following a tax event, the restated principal
       amount) at maturity, redemption price, purchase price, or change in
       control purchase price due with respect to the LYONs, whether or not such
       payment is prohibited by the provisions of the indenture;

     - default in payment of any interest which becomes payable after the LYONs
       have been converted to semiannual coupon notes following the occurrence
       of a tax event, which default continues for 30 days, whether or not such
       payment is prohibited by the provisions of the indenture;

     - default in the performance or breach of any of our covenants or
       warranties in the indenture, which default continues uncured for a period
       of 60 days after written notice to us by the trustee or to us and the
       trustee by the holders of at least 25% in principal amount at maturity of
       the outstanding LYONs;

     - default under any bond, debenture, note or other evidence of indebtedness
       for money borrowed, whether such indebtedness now exists or is created
       later, which default results in such indebtedness becoming or being
       declared due and payable prior to the date on which it would otherwise
       have become due and payable, and the principal amount of all indebtedness
       so accelerated, together with all indebtedness due and payable but not
       paid prior to the end of any grace period, is $30 million or more, and
       such acceleration has not been rescinded or annulled within a period of
       30 days after written notice to us by the trustee or to us and the
       trustee by the holders of at least 25% in principal amount at maturity of
       the LYONs;

     - failure to comply with any of our other agreements in the LYONs or the
       indenture upon our receipt of notice of such default from the trustee or
       from holders of not less than 25% in aggregate principal amount at
       maturity of the LYONs, and our failure to cure (or obtain a waiver of)
       such default within 60 days after we receive such notice; or

     - specified events of bankruptcy, insolvency or reorganization affecting
       us.

     If an event of default shall have occurred and be continuing, either the
trustee or the holders of not less than 25% in aggregate principal amount at
maturity of the LYONs then outstanding may declare the issue price of the LYONs
plus the original issue discount on the LYONs accrued through the date of such
declaration, and any accrued and unpaid interest through the date of such
declaration, to be immediately due and payable. In the case of certain events of
bankruptcy or insolvency, the issue price of the LYONs plus the original issue
discount accrued thereon through the occurrence of such event shall
automatically become and be immediately due and payable.

     If a bankruptcy proceeding is commenced by us or in respect of our company,
the claim of the holder of a LYON is, under Title 11 of the United States Code,
limited to the issue price of the LYON plus that portion of the original issue
discount that has accrued from the date of issue to the commencement of the

                                        20
<PAGE>   22

proceeding. In addition, the holders of the LYONs will be subordinated in right
of payment to senior indebtedness and effectively subordinated to the
indebtedness and other obligations of our subsidiaries.

MERGERS AND SALES OF ASSETS

     The indenture provides that we may not consolidate with or merge into any
person or convey, transfer or lease our properties and assets substantially as
an entity to another person, unless, among other things:

     - the resulting, surviving or transferee person is a corporation organized
       and existing under the laws of the United States, any state thereof or
       the District of Columbia and such corporation (if other than us) assumes
       all our obligations under the LYONs and the indenture; and

     - we or such successor corporation shall not immediately thereafter be in
       default under the indenture.

     Upon the assumption of our obligations by such corporation in such
circumstances, subject to some exceptions, we will be discharged from all
obligations under the LYONs and the indenture. Although such transactions are
permitted under the indenture, some of the transactions described above could
constitute a change in control in TJX, permitting each holder to require us to
purchase the LYONs of such holder as described above.

OPTIONAL CONVERSION TO SEMIANNUAL COUPON NOTES UPON TAX EVENT

     From and after the date of the occurrence of a tax event, we shall have the
option to elect to have interest instead of future accrued original issue
discount accrue at 2% per year on a principal amount per LYON equal to the sum
of the issue price and accrued original issue discount on such LYON on the date
of the tax event or the date on which we exercise such option, whichever is
later.

     Such interest will accrue from the date that we exercise our option to pay
interest in lieu of accrued original issue discount, and will be payable
semiannually on the interest payment dates of February 13 and August 13 of each
year to holders of record at the close of business on January 30 or July 30
immediately preceding the interest payment date. Interest will be computed on
the basis of a 360-day year comprised of twelve 30-day months. Interest will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date we exercise our option to pay interest. In
the event that we exercise our option to pay interest instead of accrued
original issue discount, the redemption price, purchase price and change in
control purchase price on the LYONs will be adjusted. However, there will be no
change in the holder's conversion rights.

     A "tax event" means that we shall have received an opinion from independent
tax counsel experienced in such matters to the effect that, on or after February
7, 2001, as a result of:

     - any amendment to, or change (including any announced prospective change)
       in, the laws (or any regulations under the laws) of the United States or
       any political subdivision or taxing authority of any of them; or

     - any amendment to, or change in, an interpretation or application of such
       laws or regulations by any legislative body, court, governmental agency
       or regulatory authority,

in each case which amendment or change is enacted, promulgated, issued or
announced or which interpretation is issued or announced or which action is
taken, on or after February 7, 2001 there is more than an insubstantial risk
that accrued original issue discount payable on the LYONs either:

     - would not be deductible on a current accrual basis, or

     - would not be deductible under any other method,

in either case in whole or in part, by us (by reason of deferral, disallowance,
or otherwise) for United States federal income tax purposes.

     If a similar proposal were enacted and made applicable to the LYONs in a
manner that would limit our ability to deduct the interest, including the
accrued original issue discount, payable on the LYONs on
                                        21
<PAGE>   23

a current accrual basis or any other method for United States federal income tax
purposes, such enactment would result in a tax event and the terms of the LYONs
would be subject to modification at our option as described above.

     The modification of the terms of LYONs by us upon a tax event as described
above could possibly alter the timing of income recognition by holders of the
LYONs with respect to the semiannual payments of interest due on the LYONs after
the date on which we exercise our option to pay interest instead of accrued
original issue discount on the LYONs.

MODIFICATION

     We and the trustee may modify or amend the indenture or the LYONs with the
consent of the holders of not less than a majority in aggregate principal amount
at maturity of the LYONs then outstanding. However, the consent of the holders
of each outstanding LYON would be required to:

     - alter the manner of calculation or rate of accrual of original issue
       discount or interest on any LYON or extend the time of payment;

     - make any LYON payable in money or securities other than that stated in
       the LYON;

     - change the stated maturity of any LYON;

     - reduce the principal amount at maturity, accrued original issue discount,
       redemption price, purchase price or change in control purchase price with
       respect to any LYON;

     - make any change that adversely affects the rights of a holder to convert
       any LYON;

     - make any change that adversely affects the right to require us to
       purchase a LYON;

     - impair the right to institute suit for the enforcement of any payment
       with respect to, or conversion of, the LYONs; and

     - change the provisions in the indenture that relate to modifying or
       amending the indenture.

     Without the consent of any holder of LYONs, we and the trustee may enter
into supplemental indentures for any of the following purposes:

     - to evidence a successor to us and the assumption by that successor of our
       obligations under the indenture and the LYONs;

     - to add to our covenants for the benefit of the holders of the LYONs or to
       surrender any right or power conferred upon us;

     - to secure our obligations in respect of the LYONs;

     - to make any changes or modifications to the indenture necessary in
       connection with the registration of the LYONs under the Securities Act
       and the qualifications of the LYONs under the Trust Indenture Act as
       contemplated by the indenture;

     - to cure any ambiguity or inconsistency in the indenture; provided,
       however, that such amendment does not materially adversely affect the
       rights of any holder of the LYONs; or

     - to make any change that does not adversely affect the rights of any
       holder of the LYONs.

     The holders of a majority in principal amount at maturity of the
outstanding LYONs may, on behalf of all the holders of all LYONs:

     - waive compliance by us with restrictive provisions of the indenture, as
       detailed in the indenture; and

     - waive any past default under the indenture and its consequences, except a
       default in the payment of the principal amount at maturity, issue price,
       accrued and unpaid interest, accrued original issue discount, redemption
       price, purchase price or change in control purchase price or obligation
       to deliver common stock upon conversion with respect to any LYON or in
       respect of any provision
                                        22
<PAGE>   24

       which under the indenture cannot be modified or amended without the
       consent of the holder of each outstanding LYON affected.

DISCHARGE OF THE INDENTURE

     We may satisfy and discharge our obligations under the indenture by
delivering to the trustee for cancellation all outstanding LYONs or by
depositing with the trustee, the paying agent or the conversion agent, if
applicable, after the LYONs have become due and payable, whether at stated
maturity or any redemption date, or any purchase date, or a change in control
purchase date, or upon conversion or otherwise, cash or shares of common stock
(as applicable under the terms of the indenture) sufficient to pay all of the
outstanding LYONs and paying all other sums payable under the indenture.

CALCULATIONS IN RESPECT OF LYONS

     We are responsible for making all calculations called for with respect to
the LYONs. These calculations include, but are not limited to, determination of
the market prices of our common stock. We will make all these calculations in
good faith and, absent manifest error, our calculations will be final and
binding on holders of LYONs. We will provide a schedule of our calculations to
the trustee, and the trustee is entitled to rely upon the accuracy of our
calculations without independent verification.

GOVERNING LAW

     The indenture and the LYONs are governed by, and construed in accordance
with, the law of the State of New York, without regard to conflicts of laws
principles thereof.

             MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     This is a summary of some of the material United States federal income tax
consequences relevant to holders of LYONs and common stock issuable upon
conversion or repurchase by us of the LYONs. This summary is based upon laws,
regulations, rulings and decisions in effect as of the effective date of the
registration statement of which this prospectus is a part. All of these are
subject to change (possibly with retroactive effect) or to possible differing
interpretations. The discussion below deals only with LYONs and shares of our
common stock held as capital assets and does not deal with persons in special
tax situations, such as financial institutions, insurance companies, dealers in
securities or currencies, tax-exempt entities, persons holding LYONs or common
stock in a tax deferred or tax-advantaged account, persons who are former
citizens or long-term residents of the United States subject to taxation as
expatriates or persons holding LYONs or shares of our common stock as a hedge
against currency risks, as a position in a "straddle" or as part of a "hedging,"
"constructive sale" or "conversion" transaction for tax purposes. Furthermore,
in general, this discussion does not address the tax consequences applicable to
holders that are taxed as partnerships or other pass-through entities for United
States federal income tax purposes. We do not address all of the tax
consequences that may be relevant to a holder of LYONs or shares of our common
stock. In particular, we do not address:

     - the United States federal income tax consequences to shareholders in, or
       partners or beneficiaries of, an entity that is a holder of LYONs or
       shares of our common stock;

     - the United States federal estate (except where indicated), gift or
       alternative minimum tax consequences of the purchase, ownership or
       disposition of LYONs or shares of our common stock;

     - the consequences to persons who hold the LYONs or shares of our common
       stock whose functional currency is not the United States dollar; or

                                        23
<PAGE>   25

     - any state, local or foreign tax consequences of the purchase, ownership
       or disposition of the LYONs or ownership or disposition of the common
       stock issuable upon conversion or repurchase of the LYONs.

     Accordingly, you should consult your own tax advisor regarding the tax
consequences of purchasing, owning and disposing of the LYONs and shares of our
common stock in light of your own circumstances.

     A "U.S. Holder" is a beneficial owner of the LYONs or, where applicable,
our common stock who or which is:

     - a citizen or individual resident of the United States, as defined in
       Section 7701(b) of the Internal Revenue Code of 1986, as amended (which
       we refer to as the Code);

     - a corporation, including any entity treated as a corporation for United
       States federal income tax purposes, created or organized in or under the
       laws of the United States, any state or the District of Columbia;

     - an estate if its income is subject to United States federal income
       taxation regardless of its source; or

     - a trust if (1) a United States court can exercise primary supervision
       over its administration and (2) one or more United States persons have
       the authority to control all of its substantial decisions.

     Notwithstanding the preceding sentence, some trusts in existence on August
20, 1996 and treated as a U.S. Holder prior to such date may also be treated as
U.S. Holders. A "Non-U.S. Holder" is a holder or beneficial owner of LYONs other
than a U.S. Holder.

     If a partnership (including for this purpose any entity treated as a
partnership for United States federal income tax purposes) is a beneficial owner
of LYONs or common stock into which LYONs have been converted (or with which
LYONs were repurchased), the treatment of a partner in the partnership will
generally depend upon the status of the partner and upon the activities of the
partnership. If you are a partnership that holds or is acquiring LYONs or our
common stock or a partner in such partnership, we urge you to consult your own
tax advisors about the United States federal and other tax consequences to you
of the purchase, ownership and disposition of the LYONs and the common stock.

     No statutory, administrative or judicial authority directly addresses the
treatment of the LYONs or instruments similar to the LYONs for United States
federal income tax purposes. No rulings have been sought or are expected to be
sought from the Internal Revenue Service (which we refer to as the IRS) with
respect to any of the United States federal income tax consequences discussed
below, and no assurance can be given that the IRS will agree with the tax
characterizations and the tax consequences described below.

     WE URGE PROSPECTIVE INVESTORS TO CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF THE LYONS AND THE COMMON STOCK ISSUABLE UPON CONVERSION OR
REPURCHASE IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES, INCLUDING THE TAX
CONSEQUENCES UNDER UNITED STATES FEDERAL, STATE, LOCAL OR FOREIGN AND OTHER TAX
LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL OR OTHER TAX
LAWS.

CLASSIFICATION OF THE LYONS

     It is the opinion of our counsel, Ropes & Gray, that the LYONs will be
treated as indebtedness for United States federal income tax purposes.

TAX EVENT

     The modification of the terms of the LYONs by us upon a tax event as
described in "Description of LYONs -- Optional Conversion to Semiannual Coupon
Notes upon Tax Event" could alter the timing of income recognition by the
holders with respect to the semiannual payments of interest that will
subsequently become due.
                                        24
<PAGE>   26

U.S. HOLDERS

     The following discussion applies to you if you are a U.S. Holder.

     Original Issue Discount.  We issued the LYONs at a substantial discount
from their principal amount at maturity. For United States federal income tax
purposes, the difference between the issue price and the stated principal amount
at maturity of each LYON constitutes original issue discount, or OID. You will
be required to include OID in income periodically over the term of the LYONs
before receipt of the cash or other payment attributable to such income.

     The OID you must include in gross income as it accrues is the sum of the
daily portions of OID with respect to the LYON for each day during the taxable
year or portion of a taxable year on which you hold the LYON. The daily portion
is determined by allocating to each day of an accrual period a pro rata portion
of an amount equal to the adjusted issue price of the LYON at the beginning of
the accrual period multiplied by the yield to maturity of the LYON. The accrual
period of a LYON may be of any length and may vary in length over the term of
the LYON, provided that each accrual period is no longer than one year and each
scheduled payment of principal or interest occurs either on the final day of an
accrual period or on the first day of an accrual period. The issue price is the
initial offering price to investors (excluding sales to bond houses, brokers, or
similar persons or organizations acting in the capacity of underwriters,
placement agents, or wholesalers). The adjusted issue price of the LYON at the
start of any accrual period is the issue price of the LYON increased by the
accrued original issue discount for each prior accrual period. Under these
rules, you will have to include in gross income increasingly greater amounts of
OID in each successive accrual period.

     Acquisition Premium. Your acquisition of a LYON subsequent to its original
issue at an "acquisition premium" will reduce the amount of OID otherwise
includible in gross income to reflect the acquisition premium. A LYON is
purchased at an acquisition premium if, immediately after its purchase, its
adjusted basis is greater than its adjusted issue price (as described above). If
you purchase a LYON at an acquisition premium, you may reduce the amount of OID
otherwise includible in income during an accrual period by a fraction. The
numerator of this fraction is the excess of the adjusted basis of the LYON to
you immediately after your acquisition over the adjusted issue price of the
LYON. The denominator of the fraction is the excess of the principal amount at
maturity of the LYON over the LYON's adjusted issue price. As an alternative to
reducing the amount of OID otherwise includible in income by this fraction, you
may elect to compute OID accruals by treating the purchase as if it were a
purchase at original issuance and compute OID accruals by applying the
constant-yield method described above. Any such election applies to all debt
instruments acquired by you on or after the first day of the first taxable year
to which such election applies and is irrevocable without the consent of the
IRS.

     Sale, Exchange, Conversion or Redemption.  Your basis for determining gain
or loss on the sale, exchange, conversion, redemption or other disposition of a
LYON will be increased by any amount you included in income as OID. Your
obligation to include in gross income the daily portions of OID with respect to
a LYON will prospectively terminate on the date of a disposition. Except as set
forth under "Market Discount" below, gain or loss recognized upon a disposition
of a LYON or shares of our common stock acquired with respect to a LYON will
generally be capital gain or loss and, except as described below with respect to
shares of our common stock issued for accrued OID, will be long-term capital
gain or loss if the LYON has been held for more than one year. In the case of
individuals, long-term capital gains are generally taxed at a maximum rate of
20%. The deductibility of capital losses is subject to limitation.

     A conversion of a LYON into our common stock and the use by us of our
common stock on a purchase date to repurchase a LYON (in case you require us to
repurchase) will generally not be a taxable event, except with respect to cash
received in lieu of a fractional share. Your basis in the common stock received
will be the same as your basis in the LYON at the time of conversion less any
basis allocable to a fractional share. The holding period for the common stock
received on conversion or repurchase will include the holding period of the
converted or repurchased LYON, assuming each is held as a capital asset, except
that the holding period for common stock attributable to accrued OID may likely
                                        25
<PAGE>   27

begin no earlier than the date the OID accrued and may begin as late as on the
day following the date of conversion or repurchase.

     If you elect to exercise your option to tender a LYON to us on a purchase
date and we satisfy the purchase price in a combination of common stock and cash
(other than cash received in lieu of a fractional share), you will recognize
gain (but not loss) to the extent such gain does not exceed such cash.

     If you choose to tender a LYON to us on a purchase date or a change in
control purchase date and we deliver solely cash in satisfaction of the purchase
price, you will recognize gain or loss, measured by the difference between the
amount of cash transferred by us to you and your basis in the tendered LYON. You
will be required to accrue ordinary income at the original OID rate, even if you
later elect to exercise your option to tender a LYON to us at a discount to
accreted value on the first purchase date and, if you so exercise, you will then
recognize a capital loss.

     Your basis in the common stock you receive from us in exchange for your
LYON will be the same as your basis in the LYON less any basis allocable to a
fractional share. However, this basis will be decreased by the amount of any
cash received in exchange, other than cash received in lieu of a fractional
share, and increased by the amount of any gain recognized by you on the
exchange, other than gain with respect to a fractional share. The holding period
for common stock received in the exchange will include the holding period for
the LYON tendered to us in exchange assuming each is held as a capital asset.
However, the holding period for common stock attributable to accrued OID may
likely begin no earlier than the date the OID accrued and may begin as late as
on the day following the purchase date.

     Any cash paid by us on a purchase date or on a conversion in order to avoid
issuance of a fractional share will generally result in capital gain or loss, if
any, measured by the difference between the cash received for the fractional
share and your basis that would have been allocable to the fractional share.

     Market Discount.  If you acquire a LYON other than in connection with its
original issue and you have a tax basis in the LYON that is less than its
adjusted issue price, as described above, the amount of such difference is
treated as "market discount" for federal income tax purposes, unless such
difference is less than 1/4 of one percent of the principal amount at maturity
multiplied by the number of complete years to maturity from the date of your
acquisition. Under the market discount rules you are required to treat any gain
on the sale, exchange, retirement or other disposition of a LYON as ordinary
income to the extent of the accrued market discount that has not previously been
included in income. If such LYON is disposed of by you in some otherwise
nontaxable transactions, such as a gift, accrued market discount will be
includible as ordinary income by you as if you had sold the LYON at its then
fair market value.

     An important qualification to the preceding paragraph is that if you
dispose of a LYON which has accrued market discount in a nonrecognition
transaction in which you receive property the basis of which is determined in
whole or in part by reference to the basis of the LYON, the accrued market
discount is generally not includible in income at the time of such transaction.
Instead, the accrued market discount attaches to the property received in the
nonrecognition transaction and is recognized as ordinary income upon the
disposition of such property. Such nonrecognition transactions would include the
conversion a LYON for our shares of common stock and our purchase of a LYON you
have tendered with our common stock.

     In general, the amount of market discount that has accrued is determined on
a ratable basis, by allocating an equal amount of market discount to each day of
every accrual period. You may, however, elect to determine the amount of accrued
market discount allocable to any accrual period through a constant-yield
calculation.

     You may not be allowed to deduct immediately a portion of the interest
expense on any indebtedness incurred or continued to purchase or to carry LYONs
with market discount. However, you may elect to include market discount in
income currently as it accrues, in which case the interest-deferral rule set
forth in the preceding sentence will not apply. Any such election applies to all
debt instruments acquired by you on or after the first day of the first taxable
year to which such election applies and is irrevocable without

                                        26
<PAGE>   28

the consent of the IRS. If you make such an election your tax basis in the LYONs
will be increased by the amount of market discount included in income under such
election.

     Dividends.  If you receive common stock, distributions on that common stock
paid out of our current or accumulated earnings and profits generally will
constitute dividends taxable as ordinary income. If a distribution exceeds our
then current and accumulated earnings and profits, the excess will be treated as
a tax-free return of your investment, up to your basis in the common stock. Any
remaining excess will be treated as capital gain. If you are a U.S. corporation,
you may be able to claim a deduction equal to a portion of any dividends
received.

     Constructive Dividend.  If we make a distribution of cash or property to
our stockholders that would be taxable to them as a dividend for United States
federal income tax purposes and, in accordance with the anti-dilution provisions
of the LYONs, the conversion rate of the LYONs is increased, that increase may
be deemed to be the payment of a taxable dividend to you although you would not
actually receive any cash or other property.

     For example, an increase in the conversion rate in the event of
distributions of our evidences of indebtedness or our assets or an increase in
the conversion rate at our discretion will generally result in deemed dividend
treatment to holders of the LYONs, but generally an increase in the event of
stock dividends or the distribution of rights to subscribe for common shares
will not. See "Description of LYONs -- Conversion Rights."

     Backup Withholding and Information Reporting.  Information reporting will
apply to payments of interest (including accruals of OID) or dividends, if any,
made by us on, or the proceeds of the sale or other disposition of, the LYONs or
shares of common stock with respect to certain non-corporate U.S. Holders, and
backup withholding at a rate of 31% may apply unless the recipient of such
payment supplies a correct taxpayer identification number, and other required
information or otherwise establishes an exemption from backup withholding.
Backup withholding will also apply if we are notified by the IRS or a broker
that it is required. Any amount withheld under the backup withholding rules will
be allowable as a credit against your United States federal income tax, provided
that the required information is provided to the IRS.

NON-U.S. HOLDERS

     The following discussion applies to you if you are a Non-U.S. Holder.

     Original Issue Discount and Disposition.  In general and subject to the
discussion below under "-- Backup Withholding and Information Reporting," you
will not be subject to United States federal income or withholding tax with
respect to OID accrued on LYONs or gain upon the disposition of LYONs or shares
of common stock if:

     - you do not actually or constructively own 10% or more of the total
       combined voting power of all classes of our stock;

     - you are not a controlled foreign corporation that is related to us;

     - you are not a bank receiving interest described in Section 881(c)(3)(A)
       of the Code;

     - you certify your nonresident status by providing a Form W-8BEN or
       appropriate substitute form to us or our agent (provided that if you hold
       the LYON through a financial institution or other agent acting on your
       behalf, you will be required to provide appropriate documentation to the
       agent and your agent will then be required to provide certification to us
       or our paying agent, either directly or through other intermediaries);

     - you are not an individual who is present in the United States for 183
       days or more in the year of the sale, exchange or disposition of the
       LYONs or common stock; and

                                        27
<PAGE>   29

     - any gain from a sale, exchange or disposition of the LYONs or common
       stock is not effectively connected (or deemed effectively connected by
       virtue of Section 897 of the Code) with the conduct by you of a U.S.
       trade or business.

     Dividends paid to you on common stock received in exchange for the LYONs
following a purchase or conversion will generally be subject to a withholding
tax at a 30 percent rate (or a lower rate provided by an applicable income tax
treaty if you establish that you qualify to receive the benefits of such treaty)
unless they are effectively connected with the conduct by you of a U.S. trade or
business and you provide us with a Form W-8ECI.

     U.S. trade or business income will generally be subject to regular United
States federal income tax in the same manner as if it were realized by a U.S.
Holder. Moreover, if you are a non-U.S. corporation your U.S. trade or business
income may be subject to an additional branch profits tax at a rate of 30% (or
such lower rate provided by an applicable income tax treaty if you establish
that you qualify to receive the benefits of such treaty).

     United States Federal Estate Tax.  A LYON held by a nonresident alien
individual at the time of death will not be includible in the decedent's gross
estate for United States federal estate tax purposes, provided that such holder
did not at the time of death actually or constructively own 10% or more of the
combined voting power of all classes of our stock entitled to vote, and provided
that, at the time of death, payments with respect to such LYON (including OID)
would not have been effectively connected with the conduct by such holder of a
trade or business within the United States. Our common stock will be included in
the taxable estate of a nonresident alien decedent. The United States federal
estate tax liability of the estate of the nonresident alien may be affected by a
tax treaty between the United States and the decedent's country of residence.

     Backup Withholding and Information Reporting.  If the LYONs, or shares of
common stock into which LYONs have been converted, are held by you through a
non-U.S. or non-U.S. related broker or financial institution, information
reporting and backup withholding generally would not be required. Information
reporting and possibly backup withholding may apply if the LYONs or shares of
common stock are held by you through a U.S., or U.S. related, broker or
financial institution and you fail to certify your nonresident status.

                            SELLING SECURITYHOLDERS

     We originally issued the LYONs in a private placement in February 2001. The
LYONs were resold by the initial purchaser to qualified institutional buyers
under Rule 144A under the Securities Act. Selling securityholders may offer and
sell the LYONs and the underlying common stock pursuant to this prospectus.

                                        28
<PAGE>   30

     The following table sets forth information as of May 8, 2001 about the
principal amount at maturity of LYONs and the underlying common stock,
beneficially owned by each selling securityholder, that may be offered using
this prospectus.

<TABLE>
<CAPTION>
                                          PRINCIPAL
                                          AMOUNT AT
                                         MATURITY OF
                                            LYONS
                                         BENEFICIALLY   PERCENTAGE    NUMBER OF SHARES OF   PERCENTAGE OF
                                          OWNED THAT     OF LYONS      COMMON STOCK THAT     COMMON STOCK
NAME AND ADDRESS                         MAY BE SOLD    OUTSTANDING     MAY BE SOLD(1)      OUTSTANDING(2)
----------------                         ------------   -----------   -------------------   --------------
<S>                                      <C>            <C>           <C>                   <C>
Amaranth Securities, L.L.C.              $  7,500,000       1.45%           122,501                 *
  Two American Lane
  Greenwich, CT 06836-2571
Bank America Pension Plan                $  4,900,000          *             80,034                 *
  c/o Camden Asset Management, L.P.
  2049 Century Park East, Ste. 330
  Los Angeles, CA 80067
Black Diamond Offshore Ltd.              $  1,398,000          *             22,834                 *
  (no address provided)
BP Amoco Plc. Master Trust               $  1,698,000          *             27,734                 *
  357 N. Canon Drive
  c/o SSI Investment Mgmt. Inc.
  Beverly Hills, CA 90210
Calamos Convertible Growth & Income --   $  3,200,000          *             52,267                 *
  Calamos Investment Trust
  Calamos Asset Management
  1111 Warrenville Road
  Naperville, IL 60563-1493
D.E. Shaw Investments, L.P.              $  2,600,000          *             42,467                 *
  D.E. Shaw & Co., L.P.
  120 West 45th Street, 39th Floor
  New York, NY 10036
D.E. Shaw Valence, L.P.                  $ 10,200,000       1.97%           166,601                 *
  D.E. Shaw & Co., L.P.
  120 West 45th Street, 39th Floor
  New York, NY 10036
Deeprock & Co.                           $  4,000,000          *             65,334                 *
  c/o Camden Asset Management, LP
  2049 Century Park East, Ste. 330
  Los Angeles, CA 80067
Double Black Diamond Offshore LDC        $  6,296,000       1.22%           102,835                 *
  (no address provided)
Duckbill & Co.                           $  2,000,000          *             32,667                 *
  c/o Camden Asset Management, L.P.
  2049 Century Park East, Ste. 330
  Los Angeles, CA 80067
Gaia Offshore Master Fund Ltd.           $ 25,000,000       4.83%           408,337                 *
  c/o Promethean Asset Management
     L.L.C.
  750 Lexington Avenue, 22nd Floor
  New York, NY 10022
</TABLE>

                                        29
<PAGE>   31

<TABLE>
<CAPTION>
                                          PRINCIPAL
                                          AMOUNT AT
                                         MATURITY OF
                                            LYONS
                                         BENEFICIALLY   PERCENTAGE    NUMBER OF SHARES OF   PERCENTAGE OF
                                          OWNED THAT     OF LYONS      COMMON STOCK THAT     COMMON STOCK
NAME AND ADDRESS                         MAY BE SOLD    OUTSTANDING     MAY BE SOLD(1)      OUTSTANDING(2)
----------------                         ------------   -----------   -------------------   --------------
<S>                                      <C>            <C>           <C>                   <C>
General Motors Welfare Benefit Trust     $  3,000,000          *             49,000                 *
  (ST -- Veba)
  c/o Camden Asset Management, L.P.
  2049 Century Park East, Ste. 330
  Los Angeles, CA 80067
Goldman Sachs & Co.                      $  5,000,000          *             81,667                 *
  180 Maiden Lane, 8(th) Floor
  New York, NY 10038
Granville Capital Corporation            $  5,800,000       1.12%            94,734                 *
  c/o Soros Fund Management L.L.C.
  888 Seventh Avenue, Suite 3300
  New York, NY 10106
Highbridge International L.L.C.          $ 38,500,000       7.44%           628,839                 *
  c/o Highbridge Capital Management
  767 5th Avenue
  New York, NY 10153
  P.O. Box 30554 SMB
  Grand Cayman Islands
  BWI
Hotel Union & Hotel Industry of Hawaii   $    782,000          *             12,772                 *
  357 N. Canon Drive
  c/o SSI Investment Mgmt. Inc.
  Beverly Hills, CA 90210
Jefferies & Company Inc.                 $     17,000          *                277                 *
  357 N. Canon Drive
  c/o SSI Investment Mgmt. Inc.
  Beverly Hills, CA 90210
LDG Limited                              $    500,000          *              8,166                 *
  48 Par-La-Ville Road, Suite 780
  Hamilton HM11, Bermuda
Lexington Vantage Fund, Ltd.             $    250,000          *              4,083                 *
  c/o BNP Paribas Equities
  Corporate and Investment Banking
  20, boulevard des Italiens,
  75009 Paris, France
McMahan Securities Co. L.P.              $    163,000          *              2,662                 *
  500 West Putnam Avenue, 3rd Floor
  Greenwich, CT 06830-6086
Nomura Securities International, Inc.    $ 15,000,000       2.90%           245,002                 *
  2 World Financial Center, Building B
  New York, NY 10281
Northern Income Equity Fund              $  4,000,000          *             65,334                 *
  c/o The Northern Trust Company
  50 South LaSalle Street
  Chicago, IL 60675
</TABLE>

                                        30
<PAGE>   32

<TABLE>
<CAPTION>
                                          PRINCIPAL
                                          AMOUNT AT
                                         MATURITY OF
                                            LYONS
                                         BENEFICIALLY   PERCENTAGE    NUMBER OF SHARES OF   PERCENTAGE OF
                                          OWNED THAT     OF LYONS      COMMON STOCK THAT     COMMON STOCK
NAME AND ADDRESS                         MAY BE SOLD    OUTSTANDING     MAY BE SOLD(1)      OUTSTANDING(2)
----------------                         ------------   -----------   -------------------   --------------
<S>                                      <C>            <C>           <C>                   <C>
Paloma Securities L.L.C.                 $  7,500,000       1.45%           122,501                 *
  Two American Lane
  Greenwich, CT 06836-2571
Peoples Benefit Life Insurance Company   $  4,900,000          *             80,034                 *
  c/o Camden Asset Management, L.P.
  2049 Century Park East, Ste. 330
  Los Angeles, CA 80067
Peoples Benefit Life Insurance Company   $  6,100,000       1.18%            99,634                 *
  Teamsters
  c/o Camden Asset Management, L.P.
  2049 Century Park East, Ste. 330
  Los Angeles, CA 80067
PGEP IV, L.L.C.                          $    162,000          *              2,646                 *
  357 N. Canon Drive
  c/o SSI Investment Mgmt. Inc.
  Beverly Hills, CA 90210
Retail Clerks Pension Trust              $  4,000,000          *             65,334                 *
  c/o Camden Asset Management, L.P.
  2049 Century Park East, Ste. 330
  Los Angeles, CA 80067
Retail Clerks Pension Trust #2           $  3,000,000          *             49,000                 *
  c/o Camden Asset Management, L.P.
  2049 Century Park East, Ste. 330
  Los Angeles, CA 80067
Royal Bank of Canada                     $ 10,000,000       1.93%           163,335                 *
  c/o RBC Dominion Securities Corp.
  One Liberty Plaza, 4(th) Floor
  New York, NY 10006-1404
St. Albans Partners Ltd.                 $  5,000,000          *             81,667                 *
  c/o Camden Asset Management, L.P.
  2049 Century Park East, Ste. 330
  Los Angeles, CA 80067
TD Securities (USA) Inc.                 $  3,000,000          *             49,000                 *
  31 West 52nd Street, 21st Floor
  New York, NY 10019
The Estate of James Campbell             $    580,000          *              9,473                 *
  357 N. Canon Drive
  c/o SSI Investment Mgmt. Inc.
  Beverly Hills, CA 90210
TQA Master Fund, Ltd.                    $  5,000,000          *             81,667                 *
  405 Lexington Avenue, 45th Floor
  New York, NY 10174
TQA Master Plus Fund, Ltd.               $  1,500,000          *             24,500                 *
  405 Lexington Avenue, 45th Floor
  New York, NY 10174
</TABLE>

                                        31
<PAGE>   33

<TABLE>
<CAPTION>
                                          PRINCIPAL
                                          AMOUNT AT
                                         MATURITY OF
                                            LYONS
                                         BENEFICIALLY   PERCENTAGE    NUMBER OF SHARES OF   PERCENTAGE OF
                                          OWNED THAT     OF LYONS      COMMON STOCK THAT     COMMON STOCK
NAME AND ADDRESS                         MAY BE SOLD    OUTSTANDING     MAY BE SOLD(1)      OUTSTANDING(2)
----------------                         ------------   -----------   -------------------   --------------
<S>                                      <C>            <C>           <C>                   <C>
Tribeca Investments, L.L.C.              $  9,800,000          *            160,068                 *
  399 Park Avenue
  New York, NY 10043
Viacom Inc. Pension Plan Master Trust    $     98,000          *              1,600                 *
  357 N. Canon Drive
  c/o SSI Investment Mgmt. Inc.
  Beverly Hills, CA 90210
Worldwide Transactions Ltd.              $    306,000          *              4,998                 *
  48 Par-la-Ville Road, Suite 778
  Hamilton, HM 11
  Bermuda
Any other holder of LYONs or future      $314,750,000      60.82%         5,140,969              1.84%
  transferee, pledgee, donee or
     successor of
  any holder(3)(4)
</TABLE>

---------------
 *  Less than 1%.

(1) Assumes conversion of all of the holder's LYONs at a conversion rate of
    16.3335 shares of common stock per $1,000 principal amount at maturity of
    the LYONs. However, this conversion rate will be subject to adjustment as
    described under "Description of LYONs -- Conversion Rights." As a result,
    the amount of common stock issuable upon conversion of the LYONs may
    increase or decrease in the future.

(2) Calculated based on 278,811,087 shares of common stock outstanding as of
    March 31, 2001. In calculating this amount, we treated as outstanding that
    number of shares of common stock issuable upon conversion of all of a
    particular holder's LYONs. However, we did not assume the conversion of any
    other holder's LYONs.

(3) Information about other selling securityholders will be set forth in
    prospectus supplements, if required.

(4) Assumes that any other holders of LYONs, or any future transferees,
    pledgees, donees or successors of or from any such other holders of LYONs,
    do not beneficially own any common stock other than the common stock
    issuable upon conversion of the LYONs at the initial conversion rate.

     We prepared this table based on the information supplied to us by the
selling securityholders named in the table. The selling securityholders listed
in the above table may have sold or transferred, in transactions exempt from the
registration requirements of the Securities Act, some or all of their LYONs
since the date on which the information is presented in the above table.
Information about the selling securityholders may change over time. Any changed
information supplied to us will be set forth in prospectus supplements.

     Because the selling securityholders may offer all or some of their LYONs or
the underlying common stock from time to time, we cannot estimate the amount of
the LYONs or the underlying common stock that will be held by the selling
securityholders upon the termination of any particular offering. See "Plan of
Distribution."

                                        32
<PAGE>   34

                              PLAN OF DISTRIBUTION

     We will not receive any of the proceeds of the sale of the LYONs and the
underlying common stock offered by this prospectus. The LYONs and the underlying
common stock may be sold from time to time to purchasers:

     - directly by the selling securityholders; or

     - through underwriters, broker-dealers or agents who may receive
       compensation in the form of discounts, concessions or commissions from
       the selling securityholders or the purchasers of the LYONs and the
       underlying common stock.

     The selling securityholders and any such broker-dealers or agents who
participate in the distribution of the LYONs and the underlying common stock may
be deemed to be "underwriters." As a result, any profits on the sale of the
underlying common stock by selling securityholders and any discounts,
commissions or concessions received by any such broker-dealers or agents may be
deemed to be underwriting discounts and commissions under the Securities Act. If
the selling securityholders were deemed to be underwriters, the selling
securityholders may be subject to statutory liabilities including, but not
limited to, those of Sections 11, 12 and 17 of the Securities Act and Rule 10b-5
under the Exchange Act.

     If the LYONs and the underlying common stock are sold through underwriters
or broker-dealers, the selling securityholders will be responsible for
underwriting discounts or commissions or agent's commissions.

     The LYONs and the underlying common stock may be sold in one or more
transactions at:

     - fixed prices;

     - prevailing market prices at the time of sale;

     - varying prices determined at the time of sale; or

     - negotiated prices.

     These sales may be effected in transactions:

     - on any national securities exchange or quotation service on which the
       LYONs and underlying common stock may be listed or quoted at the time of
       the sale, including the New York Stock Exchange in the case of the common
       stock;

     - in the over-the-counter market;

     - in transactions otherwise than on such exchanges or services or in the
       over-the-counter market; or

     - through the writing of options.

     These transactions may include block transactions or crosses. Crosses are
transactions in which the same broker acts as an agent on both sides of the
transaction.

     In connection with the sales of the LYONs and the underlying common stock
or otherwise, the selling securityholders may enter into hedging transactions
with broker-dealers. These broker-dealers may in turn engage in short sales of
the LYONs and the underlying common stock in the course of hedging their
positions. The selling securityholders may also sell the LYONs and the
underlying common stock short and deliver LYONs and the underlying common stock
to close out short positions, or loan or pledge LYONs and the underlying common
stock to broker-dealers that, in turn, may sell the LYONs and the underlying
common stock.

     To our knowledge, there are currently no plans, arrangements or
understandings between any selling securityholders and any underwriter,
broker-dealer or agent regarding the sale of the LYONs and the underlying common
stock by the selling securityholders. Selling securityholders may decide not to
sell all or a portion of the LYONs and the underlying common stock offered by
them pursuant to this prospectus
                                        33
<PAGE>   35

or may decide not to sell LYONs or the underlying common stock under this
prospectus. In addition, any selling securityholder may transfer, devise or give
the LYONs and the underlying common stock by other means not described in this
prospectus. Any LYONs or underlying common stock covered by this prospectus that
qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act may be
sold under Rule 144 or Rule 144A rather than pursuant to this prospectus.

     Our common stock trades on the New York Stock Exchange under the symbol
"TJX." We do not intend to apply for listing of the LYONs on any securities
exchange or for quotation through Nasdaq. Accordingly, no assurance can be given
as to the development of liquidity or any trading market for the LYONs.

     The selling securityholders and any other persons participating in the
distribution of the LYONs or underlying common stock will be subject to the
Exchange Act. The Exchange Act rules include, without limitation, Regulation M,
which may limit the timing of purchases and sales of any of the LYONs and the
underlying common stock by the selling securityholders and any such other
person. In addition, Regulation M of the Exchange Act may restrict the ability
of any person engaged in the distribution of the LYONs and the underlying common
stock being distributed for a period of up to five business days prior to the
commencement of such distribution. This may affect the marketability of the
LYONs and the underlying common stock and the ability to engage in market-making
activities with respect to the LYONs and the underlying common stock.

     Under the registration rights agreement that has been filed as an exhibit
to this registration statement, we and the selling securityholders will each
indemnify the other against certain liabilities, including certain liabilities
under the Securities Act, or will be entitled to contribution in connection with
these liabilities.

     We have agreed to pay substantially all of the expenses incidental to the
registration, offering and sale of the LYONs and the underlying common stock to
the public other than commissions, fees and discounts of underwriters, brokers,
dealers and agents.

                                 LEGAL MATTERS

     The validity of the LYONs and of the shares of Common Stock issuable upon
conversion of the LYONs has been passed upon for TJX by Ropes & Gray, Boston,
Massachusetts.

                                    EXPERTS

     The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K for the year ended January 27, 2001 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                                        34
<PAGE>   36

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

                                  $517,500,000

                                   [TJX LOGO]

                     LIQUID YIELD OPTION(TM) NOTES DUE 2021
                         (ZERO COUPON -- SUBORDINATED)
                                      AND
               COMMON STOCK ISSUABLE UPON CONVERSION OF THE LYONS

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TEXT>
</DOCUMENT>
