A toy storage cover for a portable play yard includes four outer panels shaped to surround the outer walls of the play yard attached at their top edges to four inner panels shaped to line the play yard. A floor panel joins the inner panels and is secured to the floor of the play yard by a mattress pad shaped to fit within the inner panels above the floor of the play yard. A series of pockets are attached to the outer panels of the cover. The pockets have smaller pockets within them or on their outer surfaces. Tie-down straps, fitted foot pockets or attachments through the play yard walls are used to secure the cover to the play yard. The toy storage cover may be adapted to play yards of various designs, cribs or other open topped containers.