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):  January 24, 1995

                          PETRIE STORES CORPORATION
             (Exact Name of Registrant as Specified in Charter)

       New York                       1-6166                36-213-7966     
    (State or Other Jurisdiction of  (Commission)        (I.R.S. Employer 
    Incorporation)                   File Number)        Identification No.)

    70 Enterprise Avenue, Secaucus, New Jersey                         07094
    (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)


          Item 2.   Acquisition or Disposition of Assets.

                    On January 24, 1995, Petrie Stores Corporation,
          a New York corporation ("Petrie") exchanged (the
          "Exchange") with Toys "R" Us, Inc., a Delaware
          corporation ("Toys 'R' Us"), 39,853,403 shares of Toys
          "R" Us common stock, par value $.10 per share ("Toys
          Common Stock"), held by Petrie, plus $165 million in
          cash, for 42,076,420 shares of Toys Common Stock. The
          consummation of the Exchange was pursuant to the terms of
          an Acquisition Agreement, dated as of April 20, 1994 (the
          "Acquisition Agreement"), as amended as of May 10, 1994,
          between Petrie and Toys "R" Us, which provided that on
          the closing date of the Exchange, Petrie transfer all of
          the shares of Toys Common Stock held by it and an amount
          of cash not in excess of $250,000,000 for a number of
          shares of Toys Common Stock equal to (a) the number of
          shares of Toys Common Stock held by Petrie, less
          3,326,699 shares, plus (b) such amount of cash divided by
          the market value of a share of Toys Common Stock on the
          ten trading days next preceding the second trading day
          prior to the closing date of the Exchange.

                    All of the shares of Toys Common Stock
          transferred by Petrie had been purchased with funds from
          the general working capital of Petrie.  The cash
          transferred by Petrie was obtained from the net proceeds
          of the sale, on December 9, 1994, of Petrie's and its
          subsidiaries' retail store operations to PS Stores
          Acquisition Corp., a Delaware corporation ("PS Stores"). 

                    Simultaneously with the consummation of the
          Exchange, Petrie delivered 3,493,450 shares of the Toys
          Common Stock that it received in the Exchange into an
          escrow account (the "Escrow Account") pursuant to the
          terms of an Escrow Agreement, dated as of January 24,
          1995, between Petrie and Custodial Trust Company, as
          Escrow Agent (the "Escrow Agreement").  The shares placed
          into the Escrow Account pursuant to the Escrow Agreement
          secure the payment of any of Petrie's liabilities arising
          (x) under (i) the Acquisition Agreement, (ii) the Seller
          Indemnification Agreement, dated as of December 9, 1994,
          among Petrie, Toys "R" Us, PS Stores, certain
          subsidiaries of PS Stores and Petrie Retail, Inc., a
          Delaware corporation, (iii) the Stock Purchase Agreement,
          dated as of August 23, 1994 and amended on November 3,
          1994, by and between Petrie and WP Investors, Inc., a
          Delaware corporation (the "Stock Purchase Agreement"),
          and (y) otherwise. 

                    In addition, Petrie delivered 2,724,406 shares
          of Toys Common Stock into a collateral account (the
          "Collateral Account") pursuant to the terms of an Amended
          and Restated Cash Collateral and Pledge Agreement, dated
          as of December 9, 1994, as amended as of January 24,
          1995, among Petrie, PS Stores, certain subsidiaries of PS
          Stores, and Custodial Trust Company, as Collateral Agent
          (the "Amended and Restated Cash Collateral Agreement"). 
          The shares placed into the Collateral Account pursuant to
          the Amended and Restated Cash Collateral Agreement secure
          the payment of any of Petrie's liabilities arising under
          (i) the Stock Purchase Agreement and (ii) the Cross-
          Indemnification and Procedure Agreement, dated as of
          December 9, 1994, between Petrie and PS Stores.  

                    The shares of Toys Common Stock presently held
          by Petrie will be distributed to Petrie's shareholders,
          except for such shares as are retained to provide for the
          payment of Petrie's present and future actual and
          contingent liabilities.  Petrie presently anticipates
          that its board of directors will meet during the next
          sixty days to determine the size of an initial
          distribution of the shares to its shareholders and to set
          a record date for such distribution.

                    Prior to distributing the shares to Petrie's
          shareholders, Petrie intends to enter into a hedge
          arrangement with a financial institution pursuant to
          which Petrie will put into place an arrangement which
          will hedge the value of the shares in the Escrow Account
          and the Collateral Account.  Petrie has agreed with Toys
          "R" Us, pursuant to a letter agreement, dated as of
          January 24, 1995 (the "Side Letter Agreement"), that
          until such time as a hedge arrangement reasonably
          satisfactory to Toys "R" Us is in place, it will retain
          either $177,500,000 in cash or shares of Toys Common
          Stock having a market value (as of January 20, 1995) of
          at least $355,000,000 (12,401,747 shares). As indicated
          above, Petrie does not presently anticipate that there
          will be any distribution of shares to its shareholders
          prior to the hedge arrangement being finalized.

                    The foregoing is qualified in its entirety by
          reference to the full text of the Acquisition Agreement,
          the Escrow Agreement, the Amended and Restated Cash
          Collateral Agreement and the Side Letter Agreement. The
          Acquisition Agreement was previously filed as an exhibit
          to Petrie's Current Report on Form 8-K, filed with the
          Securities and Exchange Commission on April 22, 1994, and
          is incorporated herein by reference.  A copy of the
          Escrow Agreement is filed as Exhibit 10.1 to this Report
          and is incorporated herein by reference.  A copy of the
          Amended and Restated Cash Collateral Agreement is filed
          as Exhibit 10.2 to this Report and is incorporated herein
          by reference. A copy of the Side Letter Agreement is
          filed as Exhibit 10.3 to this Report and is incorporated
          herein by reference.  

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

               (c)  Exhibits.

          Exhibit No.    Description
            
            10.1         Escrow Agreement, dated as of January 24,
                         1995, between Petrie and Custodial Trust
                         Company, as Escrow Agent

            10.2         Amended and Restated Cash Collateral and
                         Pledge Agreement, dated as of December 9,
                         1994, as amended as of January 24, 1995,
                         among Petrie, PS Stores, certain
                         subsidiaries of PS Stores, and Custodial
                         Trust Company, as Collateral Agent

            10.3         Side Letter Agreement, dated as of January
                         24, 1995, between Petrie and Toys "R" Us


          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:  February 1, 1995

                                 PETRIE STORES CORPORATION

                                 By: /s/ Hilda Kirschbaum Gerstein 
                                    Name: Hilda Kirschbaum Gerstein
                                    Title: President and Chief 
                                           Executive Officer 



          Exhibit Index

          Exhibit                  Description

          10.1                     Escrow Agreement, dated as of
                                   January 24, 1995, between Petrie
                                   and Custodial Trust Company, as
                                   Escrow Agent

          10.2                     Amended and Restated Cash
                                   Collateral and Pledge Agreement,
                                   dated as of December 9, 1994, as
                                   amended as of January 24, 1995,
                                   among Petrie, PS Stores, certain
                                   subsidiaries of PS Stores, and
                                   Custodial Trust Company, as
                                   Collateral Agent

          10.3                     Side Letter Agreement, dated as
                                   of January 24, 1995, between
                                   Petrie and Toys "R" Us
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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):  January 24, 1995

                          PETRIE STORES CORPORATION
             (Exact Name of Registrant as Specified in Charter)

       New York                       1-6166                36-213-7966     
    (State or Other Jurisdiction of  (Commission)        (I.R.S. Employer 
    Incorporation)                   File Number)        Identification No.)

    70 Enterprise Avenue, Secaucus, New Jersey                         07094
    (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)

          Item 2.   Acquisition or Disposition of Assets.

                    On January 24, 1995, Petrie Stores Corporation,
          a New York corporation ("Petrie") exchanged (the
          "Exchange") with Toys "R" Us, Inc., a Delaware
          corporation ("Toys 'R' Us"), 39,853,403 shares of Toys
          "R" Us common stock, par value $.10 per share ("Toys
          Common Stock"), held by Petrie, plus $165 million in
          cash, for 42,076,420 shares of Toys Common Stock. The
          consummation of the Exchange was pursuant to the terms of
          an Acquisition Agreement, dated as of April 20, 1994 (the
          "Acquisition Agreement"), as amended as of May 10, 1994,
          between Petrie and Toys "R" Us, which provided that on
          the closing date of the Exchange, Petrie transfer all of
          the shares of Toys Common Stock held by it and an amount
          of cash not in excess of $250,000,000 for a number of
          shares of Toys Common Stock equal to (a) the number of
          shares of Toys Common Stock held by Petrie, less
          3,326,699 shares, plus (b) such amount of cash divided by
          the market value of a share of Toys Common Stock on the
          ten trading days next preceding the second trading day
          prior to the closing date of the Exchange.

                    All of the shares of Toys Common Stock
          transferred by Petrie had been purchased with funds from
          the general working capital of Petrie.  The cash
          transferred by Petrie was obtained from the net proceeds
          of the sale, on December 9, 1994, of Petrie's and its
          subsidiaries' retail store operations to PS Stores
          Acquisition Corp., a Delaware corporation ("PS Stores"). 

                    Simultaneously with the consummation of the
          Exchange, Petrie delivered 3,493,450 shares of the Toys
          Common Stock that it received in the Exchange into an
          escrow account (the "Escrow Account") pursuant to the
          terms of an Escrow Agreement, dated as of January 24,
          1995, between Petrie and Custodial Trust Company, as
          Escrow Agent (the "Escrow Agreement").  The shares placed
          into the Escrow Account pursuant to the Escrow Agreement
          secure the payment of any of Petrie's liabilities arising
          (x) under (i) the Acquisition Agreement, (ii) the Seller
          Indemnification Agreement, dated as of December 9, 1994,
          among Petrie, Toys "R" Us, PS Stores, certain
          subsidiaries of PS Stores and Petrie Retail, Inc., a
          Delaware corporation, (iii) the Stock Purchase Agreement,
          dated as of August 23, 1994 and amended on November 3,
          1994, by and between Petrie and WP Investors, Inc., a
          Delaware corporation (the "Stock Purchase Agreement"),
          and (y) otherwise. 

                    In addition, Petrie delivered 2,724,406 shares
          of Toys Common Stock into a collateral account (the
          "Collateral Account") pursuant to the terms of an Amended
          and Restated Cash Collateral and Pledge Agreement, dated
          as of December 9, 1994, as amended as of January 24,
          1995, among Petrie, PS Stores, certain subsidiaries of PS
          Stores, and Custodial Trust Company, as Collateral Agent
          (the "Amended and Restated Cash Collateral Agreement"). 
          The shares placed into the Collateral Account pursuant to
          the Amended and Restated Cash Collateral Agreement secure
          the payment of any of Petrie's liabilities arising under
          (i) the Stock Purchase Agreement and (ii) the Cross-
          Indemnification and Procedure Agreement, dated as of
          December 9, 1994, between Petrie and PS Stores.  

                    The shares of Toys Common Stock presently held
          by Petrie will be distributed to Petrie's shareholders,
          except for such shares as are retained to provide for the
          payment of Petrie's present and future actual and
          contingent liabilities.  Petrie presently anticipates
          that its board of directors will meet during the next
          sixty days to determine the size of an initial
          distribution of the shares to its shareholders and to set
          a record date for such distribution.

                    Prior to distributing the shares to Petrie's
          shareholders, Petrie intends to enter into a hedge
          arrangement with a financial institution pursuant to
          which Petrie will put into place an arrangement which
          will hedge the value of the shares in the Escrow Account
          and the Collateral Account.  Petrie has agreed with Toys
          "R" Us, pursuant to a letter agreement, dated as of
          January 24, 1995 (the "Side Letter Agreement"), that
          until such time as a hedge arrangement reasonably
          satisfactory to Toys "R" Us is in place, it will retain
          either $177,500,000 in cash or shares of Toys Common
          Stock having a market value (as of January 20, 1995) of
          at least $355,000,000 (12,401,747 shares). As indicated
          above, Petrie does not presently anticipate that there
          will be any distribution of shares to its shareholders
          prior to the hedge arrangement being finalized.

                    The foregoing is qualified in its entirety by
          reference to the full text of the Acquisition Agreement,
          the Escrow Agreement, the Amended and Restated Cash
          Collateral Agreement and the Side Letter Agreement. The
          Acquisition Agreement was previously filed as an exhibit
          to Petrie's Current Report on Form 8-K, filed with the
          Securities and Exchange Commission on April 22, 1994, and
          is incorporated herein by reference.  A copy of the
          Escrow Agreement is filed as Exhibit 10.1 to this Report
          and is incorporated herein by reference.  A copy of the
          Amended and Restated Cash Collateral Agreement is filed
          as Exhibit 10.2 to this Report and is incorporated herein
          by reference. A copy of the Side Letter Agreement is
          filed as Exhibit 10.3 to this Report and is incorporated
          herein by reference.  

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

               (c)  Exhibits.

          Exhibit No.    Description
            
            10.1         Escrow Agreement, dated as of January 24,
                         1995, between Petrie and Custodial Trust
                         Company, as Escrow Agent

            10.2         Amended and Restated Cash Collateral and
                         Pledge Agreement, dated as of December 9,
                         1994, as amended as of January 24, 1995,
                         among Petrie, PS Stores, certain
                         subsidiaries of PS Stores, and Custodial
                         Trust Company, as Collateral Agent

            10.3         Side Letter Agreement, dated as of January
                         24, 1995, between Petrie and Toys "R" Us

          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:  February 1, 1995

                                 PETRIE STORES CORPORATION

                                 By: /s/ Hilda Kirschbaum Gerstein 
                                    Name: Hilda Kirschbaum Gerstein
                                    Title: President and Chief 
                                           Executive Officer 

          Exhibit Index

          Exhibit                  Description

          10.1                     Escrow Agreement, dated as of
                                   January 24, 1995, between Petrie
                                   and Custodial Trust Company, as
                                   Escrow Agent

          10.2                     Amended and Restated Cash
                                   Collateral and Pledge Agreement,
                                   dated as of December 9, 1994, as
                                   amended as of January 24, 1995,
                                   among Petrie, PS Stores, certain
                                   subsidiaries of PS Stores, and
                                   Custodial Trust Company, as
                                   Collateral Agent

          10.3                     Side Letter Agreement, dated as
                                   of January 24, 1995, between
                                   Petrie and Toys "R" Us