Exhibit 31.2
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                    Certification of Chief Financial Officer
         Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
                    As Adopted Pursuant to Section 302 of the
                           Sarbanes-Oxley Act of 2002


         I, H. Bartlett Brown, Assistant Manager and Chief Financial Officer of
Petrie Stores Liquidating Trust, certify that:

         1.  I have reviewed this quarterly report on Form 10-Q of Petrie
Stores Liquidating Trust;

         2.  Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

         3.  Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

         4.  The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

             (a)  Designed such disclosure controls and procedures, or caused
     such disclosure controls and procedures to be designed under our
     supervision, to ensure that material information relating to the
     registrant, including its consolidated subsidiaries, is made known to us by
     others within those entities, particularly during the period in which this
     report is being prepared;

             (b)  Evaluated the effectiveness of the registrant's disclosure
     controls and procedures and presented in this report our conclusions about
     the effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such evaluation; and

             (c)  Disclosed in this report any change in the registrant's
     internal control over financial reporting that occurred during the
     registrant's most recent fiscal quarter (the registrant's fourth fiscal
     quarter in the case of an annual report) that has materially affected, or
     is reasonably likely to materially affect, the registrant's internal
     control over financial reporting; and

         5.  The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):

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             (a)  All significant deficiencies and material weaknesses in the
     design or operation of internal control over financial reporting which are
     reasonably likely to adversely affect the registrant's ability to record,
     process, summarize and report financial information; and

             (b)  Any fraud, whether or not material, that involves management
     or other employees who have a significant role in the registrant's internal
     control over financial reporting.



Date: February 6, 2005                              /s/ H. Bartlett Brown
                                                    ---------------------------
                                                    H. Bartlett Brown
                                                    Assistant Manager
                                                    and Chief Financial Officer


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