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

                                January 22, 1996
                ________________________________________________
                Date of report (Date of earliest event reported)

                         Petrie Stores Liquidating Trust
             ______________________________________________________
               (Exact Name of Registrant as Specified in Charter)

            New York              0-3777             Applied For
          ______________    _____________________  __________________
          (State of         (Commission File No.)   (IRS Employer
         Incorporation)                            Identification No.)

                            70 Enterprise Avenue
                        Secaucus, New Jersey  07094
        ____________________________________________________________
           (Address of Principal Executive Offices and Zip Code)

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

                                    N/A
       _____________________________________________________________
       (Former Name or Former Address, if Changed Since Last Report)


          Item 2.   Acquisition or Disposition of Assets.

                    Pursuant to the Plan of Liquidation and
          Dissolution of Petrie Stores Corporation, a New York
          corporation ("Petrie"), which was approved at Petrie's
          Reconvened Annual Meeting of Shareholders on January 24,
          1995, and the Agreement and Declaration of Trust, dated
          as of December 6, 1995, between Petrie and the trustees
          named therein (the "Liquidating Trust Agreement"), a form
          of which was also approved at Petrie's Reconvened Annual
          Meeting of Shareholders, on January 22, 1996 (the
          "Succession Date"), Petrie transferred its assets
          (consisting of approximately $131 million in cash and
          cash equivalents and 5,055,076 shares of Toys "R" Us,
          Inc. common stock) to, and its remaining fixed and
          contingent liabilities were assumed by (the
          "Succession"), the Petrie Stores Liquidating Trust (the
          "Liquidating Trust").

                    Each holder of Petrie common stock (CUSIP
          716434 10 5), par value $1.00 per share ("Petrie Common
          Stock"), as of the close of business on the Succession
          Date, became the holder of one unit of beneficial interest
          (CUSIP 716437 10 8) in the Liquidating Trust for each
          share of Petrie Common Stock owned by such shareholder. 
          Holders of Petrie Common Stock will not be required to
          take any action to receive their units of beneficial
          interest.  Certificates representing shares of Petrie
          Common Stock will automatically be deemed to represent 
          a corresponding number of units of beneficial interest.  

                    Trading in Petrie Common Stock (NYSE:
          PST) was suspended as of the close of business on the
          Succession Date on the New York, Boston, Cincinnati,
          Pacific and Philadelphia Stock Exchanges.  As of January
          23, 1996, the beneficial interests in the Liquidating
          Trust are quoted on the OTC Bulletin Board under the
          symbol "PSLT".

                    As soon as practicable, Petrie will file a
          Certificate of Dissolution with the Secretary of State of
          the State of New York and, following the receipt of all
          necessary consents, approvals and clearances, Petrie will
          be dissolved.

                    The foregoing description of the Succession is
          qualified in its entirety by reference to the Liquidating
          Trust Agreement, which was filed as Exhibit 3.1 to the
          Liquidating Trust's Registration Statement on Form 8-B,
          filed with the Securities and Exchange Commission on
          December 19, 1995, and is incorporated herein by
          reference.


                                  Signatures

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the Registrant has duly caused this
          Current Report on Form 8-K to be signed on its behalf by
          the undersigned thereunto duly authorized.

          Dated:  January 23, 1996

                                   PETRIE STORES LIQUIDATING TRUST

                                   By: /s/ STEPHANIE R. JOSEPH      
                                        Stephanie R. Joseph
                                        Manager and Chief Executive  
                                        Officer
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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

                                January 22, 1996
                ________________________________________________
                Date of report (Date of earliest event reported)

                         Petrie Stores Liquidating Trust
             ______________________________________________________
               (Exact Name of Registrant as Specified in Charter)

            New York              0-3777             Applied For
          ______________    _____________________  __________________
          (State of         (Commission File No.)   (IRS Employer
         Incorporation)                            Identification No.)

                            70 Enterprise Avenue
                        Secaucus, New Jersey  07094
        ____________________________________________________________
           (Address of Principal Executive Offices and Zip Code)

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

                                    N/A
       _____________________________________________________________
       (Former Name or Former Address, if Changed Since Last Report)

          Item 2.   Acquisition or Disposition of Assets.

                    Pursuant to the Plan of Liquidation and
          Dissolution of Petrie Stores Corporation, a New York
          corporation ("Petrie"), which was approved at Petrie's
          Reconvened Annual Meeting of Shareholders on January 24,
          1995, and the Agreement and Declaration of Trust, dated
          as of December 6, 1995, between Petrie and the trustees
          named therein (the "Liquidating Trust Agreement"), a form
          of which was also approved at Petrie's Reconvened Annual
          Meeting of Shareholders, on January 22, 1996 (the
          "Succession Date"), Petrie transferred its assets
          (consisting of approximately $131 million in cash and
          cash equivalents and 5,055,076 shares of Toys "R" Us,
          Inc. common stock) to, and its remaining fixed and
          contingent liabilities were assumed by (the
          "Succession"), the Petrie Stores Liquidating Trust (the
          "Liquidating Trust").

                    Each holder of Petrie common stock (CUSIP
          716434 10 5), par value $1.00 per share ("Petrie Common
          Stock"), as of the close of business on the Succession
          Date, became the holder of one unit of beneficial interest
          (CUSIP 716437 10 8) in the Liquidating Trust for each
          share of Petrie Common Stock owned by such shareholder. 
          Holders of Petrie Common Stock will not be required to
          take any action to receive their units of beneficial
          interest.  Certificates representing shares of Petrie
          Common Stock will automatically be deemed to represent 
          a corresponding number of units of beneficial interest.  

                    Trading in Petrie Common Stock (NYSE:
          PST) was suspended as of the close of business on the
          Succession Date on the New York, Boston, Cincinnati,
          Pacific and Philadelphia Stock Exchanges.  As of January
          23, 1996, the beneficial interests in the Liquidating
          Trust are quoted on the OTC Bulletin Board under the
          symbol "PSLT".

                    As soon as practicable, Petrie will file a
          Certificate of Dissolution with the Secretary of State of
          the State of New York and, following the receipt of all
          necessary consents, approvals and clearances, Petrie will
          be dissolved.

                    The foregoing description of the Succession is
          qualified in its entirety by reference to the Liquidating
          Trust Agreement, which was filed as Exhibit 3.1 to the
          Liquidating Trust's Registration Statement on Form 8-B,
          filed with the Securities and Exchange Commission on
          December 19, 1995, and is incorporated herein by
          reference.

                                  Signatures

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the Registrant has duly caused this
          Current Report on Form 8-K to be signed on its behalf by
          the undersigned thereunto duly authorized.

          Dated:  January 23, 1996

                                   PETRIE STORES LIQUIDATING TRUST

                                   By: /s/ STEPHANIE R. JOSEPH      
                                        Stephanie R. Joseph
                                        Manager and Chief Executive  
                                        Officer