SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C.  20549



    FORM 8-K

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported):  April 20, 1994

    PETRIE STORES CORPORATION
    (Exact name of registrant as specified in charter)

       New York                     1-6166                36-213-7966     
(State or other jurisdiction      (Commission)        (I.R.S. Employer 
   of incorporation)               File Number)       Identification No.)

    70 Enterprise Avenue, Secaucus, New Jersey                     07084
    (Address of principal executive offices)                    (Zip Code)

    Registrant's telephone number, including area code      (201) 866-3600

                                    N/A                                   
    (Former name or former address, if changed since last report)

          5.   Other Events

               On April 20, 1994 Petrie Stores Corporation, a New
          York corporation (the "Company"), entered into an
          Acquisition Agreement (the "Acquisition Agreement") with
          Toys "R" Us, Inc., a Delaware corporation ("Toys"),
          pursuant to which the Company agreed to transfer all of
          the common stock, par value $.10 per share ("Shares"), of
          Toys held by the Company and its subsidiaries and, at the
          option of the Company, cash to Toys in exchange for newly
          issued Shares with an equivalent value, less
          $115,000,000.  The closing of the transaction is
          conditioned upon, among other things, the Company
          disposing of its retail operations in a manner to be
          determined by the Company's Board of Directors.  Promptly
          after the closing of the transaction and the disposition
          of the Company's retail operations, the Company will
          liquidate and distribute to its stockholders the newly
          issued Shares, except an amount to be held in a
          liquidating trust established to cover the Company's
          contingent liabilities as of the time of the closing. 
          The closing of the transaction is also conditioned upon
          the Company receiving a favorable ruling from the
          Internal Revenue Service to the effect that the
          disposition of Shares and cash to Toys in exchange for
          newly issued Shares, the subsequent liquidation of the
          Company and distribution of Shares to the Company's
          stockholders will be nontaxable transactions to the
          Company and its stockholders.  The transaction is also
          subject to the approval of holders of two-thirds of the
          Company's outstanding common shares.  Milton Petrie,
          Chairman of the Board of Directors of the Company, who
          owns approximately 60% of the outstanding and 54% of the
          fully diluted Company common shares, has agreed to vote
          his shares in favor of the transaction pursuant to a
          Voting Agreement and Proxy (the "Voting Agreement"),
          dated as of April 20, 1994, between Mr. Petrie and Toys. 

               A copy of the Acquisition Agreement, dated April 20,
          1994, is filed as Exhibit 10.1 to this Statement and is
          incorporated herein by reference.  A copy of the Voting
          Agreement, dated April 20, 1994, is filed as Exhibit 99.1
          to this Statement and is incorporated herein by
          reference.  A copy of the Press Release, dated April 20,
          1994, announcing the signing of the Acquisition Agreement
          is filed as Exhibit 99.2 to this Statement and is
          incorporated herein by reference. 



          Item 7.  Financial Statements, Pro Forma
                   Financial Information and Exhibits

               (c)  Exhibits
    
    Exhibit No.                             Description
    
    10.1                                     Acquisition Agreement, dated
                                             April 20, 1994.

    99.1                                     Voting Agreement, dated April
                                             20, 1994.

    99.2                                     Press Release, issued April
                                             20, 1994.

          Signatures

                Pursuant to the requirements of the Securities
          Exchange Act of 1934, the Registrant has duly caused this
          report to be signed on its behalf by the undersigned
          thereunto duly authorized.

          Dated:  April 22, 1994

                                 PETRIE STORES CORPORATION

                                 By: /s/ Peter A. Left           
                                  Name:  Peter A. Left
                                  Title: Vice Chairman, Chief
                                          Operating Officer,
                                          Chief Financial Officer
                                          and Secretary

          Exhibit Index

                                                     
                                                     
    Exhibit                     Description          

    10.1                       Acquisition Agreement,                 
                               dated as of April 20,
                               1994.

    99.1                       Voting Agreement, dated
                               April 20, 1994.

    99.2                       Press Release, issued
                               April 20, 1994.
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SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C.  20549

    FORM 8-K

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported):  April 20, 1994

    PETRIE STORES CORPORATION
    (Exact name of registrant as specified in charter)

       New York                     1-6166                36-213-7966     
(State or other jurisdiction      (Commission)        (I.R.S. Employer 
   of incorporation)               File Number)       Identification No.)

    70 Enterprise Avenue, Secaucus, New Jersey                     07084
    (Address of principal executive offices)                    (Zip Code)

    Registrant's telephone number, including area code      (201) 866-3600

                                    N/A                                   
    (Former name or former address, if changed since last report)

          5.   Other Events

               On April 20, 1994 Petrie Stores Corporation, a New
          York corporation (the "Company"), entered into an
          Acquisition Agreement (the "Acquisition Agreement") with
          Toys "R" Us, Inc., a Delaware corporation ("Toys"),
          pursuant to which the Company agreed to transfer all of
          the common stock, par value $.10 per share ("Shares"), of
          Toys held by the Company and its subsidiaries and, at the
          option of the Company, cash to Toys in exchange for newly
          issued Shares with an equivalent value, less
          $115,000,000.  The closing of the transaction is
          conditioned upon, among other things, the Company
          disposing of its retail operations in a manner to be
          determined by the Company's Board of Directors.  Promptly
          after the closing of the transaction and the disposition
          of the Company's retail operations, the Company will
          liquidate and distribute to its stockholders the newly
          issued Shares, except an amount to be held in a
          liquidating trust established to cover the Company's
          contingent liabilities as of the time of the closing. 
          The closing of the transaction is also conditioned upon
          the Company receiving a favorable ruling from the
          Internal Revenue Service to the effect that the
          disposition of Shares and cash to Toys in exchange for
          newly issued Shares, the subsequent liquidation of the
          Company and distribution of Shares to the Company's
          stockholders will be nontaxable transactions to the
          Company and its stockholders.  The transaction is also
          subject to the approval of holders of two-thirds of the
          Company's outstanding common shares.  Milton Petrie,
          Chairman of the Board of Directors of the Company, who
          owns approximately 60% of the outstanding and 54% of the
          fully diluted Company common shares, has agreed to vote
          his shares in favor of the transaction pursuant to a
          Voting Agreement and Proxy (the "Voting Agreement"),
          dated as of April 20, 1994, between Mr. Petrie and Toys. 

               A copy of the Acquisition Agreement, dated April 20,
          1994, is filed as Exhibit 10.1 to this Statement and is
          incorporated herein by reference.  A copy of the Voting
          Agreement, dated April 20, 1994, is filed as Exhibit 99.1
          to this Statement and is incorporated herein by
          reference.  A copy of the Press Release, dated April 20,
          1994, announcing the signing of the Acquisition Agreement
          is filed as Exhibit 99.2 to this Statement and is
          incorporated herein by reference. 

          Item 7.  Financial Statements, Pro Forma
                   Financial Information and Exhibits

               (c)  Exhibits
    
    Exhibit No.                             Description
    
    10.1                                     Acquisition Agreement, dated
                                             April 20, 1994.

    99.1                                     Voting Agreement, dated April
                                             20, 1994.

    99.2                                     Press Release, issued April
                                             20, 1994.

          Signatures

                Pursuant to the requirements of the Securities
          Exchange Act of 1934, the Registrant has duly caused this
          report to be signed on its behalf by the undersigned
          thereunto duly authorized.

          Dated:  April 22, 1994

                                 PETRIE STORES CORPORATION

                                 By: /s/ Peter A. Left           
                                  Name:  Peter A. Left
                                  Title: Vice Chairman, Chief
                                          Operating Officer,
                                          Chief Financial Officer
                                          and Secretary

          Exhibit Index

                                                     
                                                     
    Exhibit                     Description          

    10.1                       Acquisition Agreement,                 
                               dated as of April 20,
                               1994.

    99.1                       Voting Agreement, dated
                               April 20, 1994.

    99.2                       Press Release, issued
                               April 20, 1994.