===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  __________

                                   FORM 10-Q
                               Quarterly Report
                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
                                  __________

For the quarterly period                         Commission file number:  0-3777
ended September 30, 2002

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

New York                                                      22-6679945
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

201 Route 17, Suite 300
Rutherford, New Jersey                                           07070
(Address of Principal Executive Offices)                        (Zip Code)

Registrant's Telephone Number, Including Area Code:  (201) 635-9637

Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report:

           Not Applicable.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to
such filing requirements for the past 90 days.

           Yes:   X           No:

Indicate the number of shares outstanding of each of the registrant's classes
of common stock as of the latest practicable date: As of November 12, 2002,
there were 52,350,238 Units of Beneficial Interest outstanding.

================================================================================


                        PETRIE STORES LIQUIDATING TRUST
<TABLE>
<CAPTION>

                              INDEX TO FORM 10-Q

PART I - FINANCIAL INFORMATION
                                                                                                           Page
                                                                                                           ----
<S>          <C>
Item 1.      Financial Statements
             Statements of Net Assets in Liquidation - September 30, 2002 (Unaudited)
             and December 31, 2001........................................................................... 2
             Statements of Changes in Net Assets in Liquidation (Unaudited) - For
             the Three and Nine Months Ended September 30, 2002 and 2001..................................... 3
             Notes to Financial Statements................................................................... 4
Item 2.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations........................................................................... 8
Item 4.      Controls and Procedures.........................................................................10

PART II - OTHER INFORMATION

Item 1.      Legal Proceedings...............................................................................12
Item 6.      Exhibits and Reports on Form 8-K................................................................12
Signatures   13
Certifications...............................................................................................14
</TABLE>


<TABLE>
                        PETRIE STORES LIQUIDATING TRUST

                    STATEMENTS OF NET ASSETS IN LIQUIDATION

                                (In thousands)

<CAPTION>

                                                              September 30, 2002        December 31,
                                                               (Unaudited)                2001
                                                           ---------------------   --------------------
Assets

<S>                                                         <C>                    <C>
Cash and cash equivalents..............................     $         171          $           406

U.S. Treasury obligations..............................            88,943                   88,590
                                                           ---------------------   --------------------
Total assets...........................................            89,114                   88,996


Liabilities
Accrued expenses and other liabilities.................            26,050                   26,450

Commitments and contingencies
                                                           ---------------------   --------------------
Net assets in liquidation..............................    $       63,064          $        62,546
                                                           =====================   ====================

----------
See accompanying notes.
</TABLE>


<TABLE>

                        PETRIE STORES LIQUIDATING TRUST

              STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION

                                  (Unaudited)
                    (In thousands, except per unit amounts)


<CAPTION>
                                          Three Months Ended   Three Months Ended     Nine Months       Nine Months
                                                                                         Ended             Ended
                                            September 30,        September 30,         September         September
                                                 2002                 2001             30, 2002           30, 2001
                                           ------------------  ------------------- ------------------ -----------------
<S>                                         <C>               <C>                 <C>                 <C>
Net assets in liquidation at beginning
    of period..............................  &   62,976        $      59,809       $     62,546       $     58,281
                                           ------------------  ------------------- ------------------ -----------------
Investment income..........................         411                  959              1,358              3,392
                                           ------------------  ------------------- ------------------ -----------------
Corporate overhead.........................        (323)                (163)              (840)            (1,068)
                                           ------------------  ------------------- ------------------ -----------------
Net income for the period..................          88                  796                518              2,324
                                           ------------------  ------------------- ------------------ -----------------
Net assets in liquidation at end
    of period..............................  $   63,064        $      60,605       $     63,064       $     60,605
                                           ==================  =================== ================== =================
Net income per unit........................        0.00        $         0.02      $        0.01      $       0.04
                                           ------------------  ------------------- ------------------ -----------------
Weighted average number of units...........      52,350               52,350             52,350             52,350
                                           ==================  =================== ================== =================


  See accompanying notes.
</TABLE>

                        PETRIE STORES LIQUIDATING TRUST

                         NOTES TO FINANCIAL STATEMENTS

                                  (Unaudited)

                              September 30, 2002

1.         Interim Reporting

           The accompanying unaudited financial statements of Petrie Stores
Liquidating Trust (the "Liquidating Trust") have been prepared in accordance
with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the Liquidating Trust, all adjustments
(consisting of only normal recurring accruals) considered necessary for a fair
presentation have been included. Results for the three and nine months ended
September 30, 2002 are not necessarily indicative of the results that may be
expected for the current fiscal year. For further information, reference is
made to the financial statements and footnotes thereto included in the
Liquidating Trust's Annual Report on Form 10-K for the year ended December 31,
2001.

2.         Basis of Presentation

           The Liquidating Trust is the successor to Petrie Stores
Corporation, a New York corporation that was dissolved effective February 5,
1997 ("Petrie"). Prior to December 9, 1994, Petrie operated a chain of retail
stores that specialized in women's apparel and were located throughout the
United States (including Puerto Rico and the U.S. Virgin Islands). At Petrie's
Annual Meeting of Shareholders, held on December 6, 1994, Petrie's
shareholders approved the sale of Petrie's retail operations (the "Sale"). At
Petrie's Reconvened Annual Meeting of Shareholders, held on January 24, 1995,
Petrie's shareholders approved (i) an exchange of shares of Toys "R" Us, Inc.
("Toys 'R' Us") common stock ("Toys Common Stock") with Toys "R" Us (Note 3)
and (ii) the liquidation and dissolution of Petrie pursuant to a plan of
liquidation and dissolution (the "Plan of Liquidation").

           Pursuant to the Plan of Liquidation and the Agreement and
Declaration of Trust, dated as of December 6, 1995 (the "Liquidating Trust
Agreement"), between Petrie and the trustees named therein (the "Liquidating
Trustees"), effective as of the close of business on January 22, 1996 (the
"Succession Date"), Petrie transferred its remaining assets (then consisting
of approximately $131 million in cash and cash equivalents and 5,055,576
shares of Toys Common Stock) to, and its remaining fixed and contingent
liabilities were assumed by (the "Succession"), the Liquidating Trust. The
assets of the Liquidating Trust are subject to various contingent liabilities,
the status of which is presently unclear (Note 5), as well as the terms of a
letter agreement with Toys "R" Us (Note 4) pursuant to which the Liquidating
Trust is required to provide notice to Toys "R" Us (and an opportunity for
Toys "R" Us to object) prior to making any future liquidating distributions.
On November 8, 2000, the expiration date of the Liquidating Trust was extended
from December 6, 2000 to December 6, 2002 (subject to further extension by the
Liquidating Trustees). It is anticipated that such date will be extended by
the Liquidating Trustees.

           Beginning with the period ended December 31, 1996, the Liquidating
Trust adopted the calendar year as its fiscal year. A liquidation basis of
accounting was implemented as of January 28, 1995. The statements of net
assets in liquidation at September 30, 2002 and December 31, 2001 do not
distinguish between current and long-term balances as would be reflected if
such statements had been prepared on a going-concern basis.

           At the Succession Date, and as a result of the Succession, Petrie
ceased to be a taxable entity. The Liquidating Trust is a complete
pass-through entity for federal income taxes and, accordingly, is not itself
subject to federal income tax. Instead, each holder of units of beneficial
interest in the Liquidating Trust is required to take into account, in
accordance with such holder's method of accounting, his pro rata share of the
Liquidating Trust's items of income, gain, loss, deduction or credit,
regardless of the amount or timing of distributions to such holder.

3.         Investments in Common Stock

           On January 24, 1995, pursuant to the terms of an Acquisition
Agreement dated as of April 20, 1994, and amended as of May 10, 1994 (the
"Toys Acquisition Agreement"), between Petrie and Toys "R" Us, Petrie
exchanged (the "Exchange") with Toys "R" Us all of its shares of Toys Common
Stock (39,853,403 shares), plus $165 million in cash, for 42,076,420 shares of
Toys Common Stock (approximately 15.0% of the outstanding Toys Common Stock at
January 28, 1995).

           At December 31, 2001 and September 30, 2002, the Liquidating Trust
did not own any shares of Toys Common Stock.

4.         Liquidating Distributions

           The assets of the Liquidating Trust are subject to the terms of a
letter agreement, dated as of January 24, 1995, pursuant to which Petrie
agreed with Toys "R" Us that Petrie would retain, either individually or in
combination, (i) cash in an amount of at least $177.5 million (the "Reserved
Amount") or (ii) shares of Toys Common Stock having a market value (using the
per share price on January 20, 1995) of at least twice the Reserved Amount, to
secure the payment of Petrie's contingent liabilities (Note 5). In connection
with the Liquidating Trust's distributions of $78,525,357 in cash and
1,688,576 shares of Toys Common Stock on February 11, 2000 and $39,262,679 in
cash on December 21, 2000, the Liquidating Trust provided Toys "R" Us with
prior notice of such distributions and Toys "R" Us agreed that it did not
object to such distributions. Pursuant to the terms of the letter agreement,
the Liquidating Trust is required to provide similar notice to Toys "R" Us
prior to making any additional distributions.

5.         Commitments and Contingencies

           As successor to Petrie, the Liquidating Trust has accrued for
certain contingent liabilities with respect to existing or potential claims,
lawsuits and other proceedings, which primarily relate to guarantees of
certain retail store leases expiring at various times through 2011 for which
Petrie Retail or an affiliate thereof assumed liability, and certain other
liabilities that were assumed by Petrie Retail (but as to which Petrie's
liability has not been released) in connection with the Sale (collectively,
the "Assumed Obligations") to the extent that Petrie Retail or its successor
fails to perform. The Liquidating Trust accrues such liabilities when it is
probable that future costs will be incurred and when such costs can be
reasonably estimated. Such accruals are based on developments to date, the
Liquidating Trust's estimates of the outcome of these matters and its
experience (including that of its predecessor, Petrie) in contesting,
litigating and settling such matters. At September 30, 2002 and December 31,
2001, the Liquidating Trust, as successor to Petrie, had accrued approximately
$25 million and $26 million, respectively, for contingent liabilities. As the
scope of these liabilities becomes further refined, there may be changes in
the estimates of future costs, which could have a material effect on the
Liquidating Trust's financial condition, liquidity and future ability to make
liquidating distributions.

           Petrie Retail's Bankruptcy. On October 12, 1995, Petrie Retail
filed a voluntary petition for reorganization relief under Chapter 11 of the
United States Bankruptcy Code with the U.S. Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court"). In connection with its filing
for bankruptcy protection, Petrie Retail failed to perform or make payments
with respect to certain of the Assumed Obligations, including, but not limited
to, Assumed Obligations relating to store leases for which Petrie Retail or an
affiliate thereof had assumed liability, state and federal taxes, employment
agreements, insurance premiums and certain other claims and contractual
obligations. Accordingly, the Liquidating Trust has been and may continue to
be required to make payments in respect of certain of the Assumed Obligations.

           On December 23, 1997, the Liquidating Trust filed over 110 claims
in the Bankruptcy Court against Petrie Retail and certain of its affiliates
with respect to an aggregate of approximately $14 million in payments which
had then been made by the Liquidating Trust as a result of the failure by
Petrie Retail or an affiliate thereof to perform or pay certain of the Assumed
Obligations. The Liquidating Trust subsequently amended these claims such that
it asserted fixed claims representing a total of approximately $16.9 million
against Petrie Retail's estate. The Liquidating Trust also filed approximately
600 additional claims in the Bankruptcy Court against Petrie Retail and
certain of its affiliates with respect to payments which the Liquidating Trust
may in the future be required to make as a result of the failure by Petrie
Retail or its affiliates to perform or pay Assumed Obligations.

           On December 8, 1998, the Bankruptcy Court confirmed a plan of
reorganization for Petrie Retail (the "Petrie Retail Plan"), which modified
the plan of reorganization filed by Petrie Retail and Warburg Pincus Ventures,
L.P. ("Warburg") with the Bankruptcy Court on August 6, 1998, as amended.
Under the confirmed Petrie Retail Plan, Petrie Retail sold substantially all
of its remaining operating assets to Urban Acquisition Corp., an affiliate of
Urban Brands, Inc., a retailer that operates under the Ashley Stewart trade
name, for $52.25 million, and retained 13 of its store leases, for which
Warburg was required to contribute $12 million to the bankruptcy estate,
assume $3.1 million of Petrie Retail's executive severance obligations and
waive approximately $3.8 million in fees and expenses allegedly owed to it
under Petrie Retail's debtor-in-possession financing arrangement.

           On April 12, 2000, the Bankruptcy Court approved a stipulation of
settlement between the distribution company (the "Distribution Company")
designated by the Petrie Retail Plan and the Liquidating Trust, under which
the Liquidating Trust and the Distribution Company settled their disputes
regarding the claims that the Liquidating Trust filed against Petrie Retail.
Pursuant to the stipulation of settlement, (i) the Liquidating Trust was
allowed a single unsecured claim against Petrie Retail in the amount of
approximately $14.4 million, subject to increase upon resolution of the
Distribution Company's objections to certain landlord claims against Petrie
Retail, (ii) the Distribution Company agreed to release to the Liquidating
Trust the approximately $5.5 million held in the Collateral Account by June
30, 2000 (provided that the Distribution Company did not pay $10 million or
more to the United Auto Workers District 65 Security Plan Pension Fund prior
to that date), and (iii) the Distribution Company and the Liquidating Trust
exchanged mutual releases. On June 28, 2000, the approximately $5.5 million
held in the Collateral Account was released and transferred to the Liquidating
Trust in accordance with the settlement. On December 15, 2000, the Bankruptcy
Court entered an order allowing the Liquidating Trust an unsecured claim
against the Distribution Company in the amount of $15.3 million. On December
21, 2000, the Liquidating Trust received $765,000 as partial payment of the
Liquidating Trust's claim against the Distribution Company. On December 18,
2001, the Liquidating Trust received an additional $1,530,000 as partial
payment of the Liquidating Trust's claim against the Distribution Company. As
of November 12, 2002, the Liquidating Trust's remaining claim against the
Distribution Company was $13,005,000. There can be no assurance as to the
timing of the payment of the remainder of the Liquidating Trust's claim
against the Distribution Company or the amount of any further payments that
the Distribution Company will make to creditors asserting unsecured claims.
Accordingly, no amounts have been accrued as receivables for potential
reimbursement or recoveries from the reorganized Petrie Retail entity.

           On April 10, 1998, PS Stores, the parent of Petrie Retail, filed a
voluntary petition for reorganization relief under Chapter 11 of the United
States Bankruptcy Code with the Bankruptcy Court. After such filing, the
Liquidating Trust filed claims in the Bankruptcy Court against PS Stores
substantially similar to those filed against Petrie Retail. On December 8,
1998, the Bankruptcy Court confirmed PS Stores' proposed plan of
reorganization, and in August 1999, pursuant to a settlement approved by the
Bankruptcy Court, the Liquidating Trust received a payment in the amount of
approximately $200,000 from PS Stores' bankruptcy estate.

           Store Leases. As described above, in December 1998, Petrie Retail
disposed of substantially all its remaining operations and store leases as
part of the Petrie Retail Plan. Of the roughly 1600 stores that Petrie Retail
operated prior to filing its bankruptcy petition in October 1995, (i) 722
leases were rejected, (ii) 615 leases were assigned to third party retailers,
including (A) 410 leases which were part of Petrie Retail's former G&G Shops
Inc. division and were included in the sale of such division to an investor
group led by Pegasus Partners, L.P. and certain executives of such division,
(B) 85 leases which were sold to Urban Acquisition Corp. as part of the Petrie
Retail Plan and (C) 120 leases which were not part of Petrie Retail's former
G&G Shops Inc. division and which were sold to third party retailers other
than Urban Acquisition Corp., (iii) 13 leases were retained by the reorganized
Petrie Retail entity for stores which are currently managed by Urban
Acquisition Corp. and which Urban Acquisition Corp. has the right to purchase
at a later date and (iv) approximately 250 leases expired or were terminated
by mutual landlord and tenant consent. In addition, an affiliate of the
Liquidating Trust's real estate advisor assumed Petrie Retail's former
headquarters lease at 150 Meadowlands Parkway in Secaucus, New Jersey, which
lease was guaranteed by the Liquidating Trust. The headquarters lease expired
on October 31, 2002.

           After taking into account settlements and releases obtained from
landlords, the Liquidating Trust, as successor to Petrie, remains the
guarantor of 141 of the retail leases. The Liquidating Trust's theoretical
exposure relating to these leases, without giving effect to any present value
discount and assuming the landlord in each case is unable to mitigate its
damages, would be approximately $31 million (including potential exposure
related to the exercise of lease renewal options described below). Such
exposure includes (i) approximately $25 million in potential liability related
to 62 of the rejected store leases described above, which amount is included
in the Liquidating Trust's accrued expenses and other liabilities at September
30, 2002, and (ii) approximately $6 million in potential liability related to
21 of the store leases which were either assigned to third party retailers or
are still held by the successor of Petrie Retail and 58 of the leases which
have expired or were terminated by mutual landlord and tenant consent
described above. The exposure related to assigned leases or leases still held
by the successor to Petrie Retail includes potential liability related to
lease extension options that may be exercised following the assignment of
leases to third party retailers.

           The Liquidating Trust's lease exposure calculations reflect the
estimated sum of all base rent and additional rent (such as taxes and common
area charges) due under a lease through the end of the lease term, but do not
reflect potential penalties, interest and other charges to which a landlord
may be entitled. Such additional charges (which may in part be unenforceable)
are not expected to materially increase the Liquidating Trust's lease
guarantee liability.

           A significant number of leases discussed above under which a
landlord might claim that the Liquidating Trust, as successor to Petrie, has
liability as a lease guarantor either expressly contain mitigation provisions
or relate to property in states that imply such provisions as a matter of law.
Mitigation generally requires, among other things, that a landlord of a closed
store seek to reduce its damages, including by attempting to locate a new
tenant.

           Employment Agreements. As previously disclosed, on October 23,
1995, Petrie Retail notified three former executives of Petrie that, as a
result of Petrie Retail's bankruptcy filing, Petrie Retail would no longer
honor its obligations under the employment agreements each executive had
entered into with Petrie which had been assumed by Petrie Retail in connection
with the sale of the retail operations. On April 25, 1996, the Liquidating
Trust entered into settlement agreements with two of the former executives and
on January 27, 1997 entered into a settlement agreement with the estate of the
third executive. Pursuant to such settlement agreements, the Liquidating Trust
agreed to pay each substantially all the amounts due under respective
agreements with Petrie. In early 2002, one of the executives died and, as a
result, the Liquidating Trust's obligations under the settlement agreement
with such executive terminated. The total cost of these settlements to the
Liquidating Trust was approximately $3.2 million, of which approximately
$194,000 (relating to certain unfunded pension obligations) remained unpaid
and was included in the Liquidating Trust's accrued expenses and other
liabilities at September 30, 2002.

           Insurance Premium Adjustment. In April 2002, the Liquidating Trust
received a bill from Zurich Insurance Company ("Zurich"), an insurer of
Petrie, for $551,338 in respect of retrospective premium adjustments
purportedly owed by Petrie pursuant to insurance agreements between Zurich and
Petrie. The amount claimed by Zurich relates to policy terms 1988/1989 through
and including 1994/1995, and was based on the value of claims made as of
December 31, 2001. Such amount was paid by the Liquidating Trust on September
26, 2002.

           The Liquidating Trust believes, based on the most recently
available information, that appropriate accruals have been established in the
accompanying financial statements to provide for any losses that may be
incurred with respect to the aforementioned contingencies.

Item 2.              Management's Discussion and Analysis of
                     Financial Condition and Results of Operations.

           The following discussion should be read in conjunction with the
Financial Statements and the Notes thereto provided herein.

           As previously disclosed, Petrie sold its retail operations to PS
Stores on December 9, 1994, and on January 24, 1995 (the date on which
Petrie's shareholders approved the Plan of Liquidation), Petrie commenced its
liquidation. As a result, effective January 28, 1995, Petrie changed its basis
of accounting from a going-concern basis to a liquidation basis. During the
three and nine months ended September 30, 2002, the Liquidating Trust's
activities were limited to continuing Petrie's liquidation in furtherance of
the Plan of Liquidation. Beginning with the period ended December 31, 1996,
the Liquidating Trust adopted the calendar year as its fiscal year.

Critical Accounting  Policies

           The Liquidating Trust's financial statements are prepared in
accordance with accounting principles generally accepted in the United States,
and require management to make estimates and assumptions. The Liquidating
Trust believes that, of its significant accounting policies, the policies
described under Note 5 to the Liquidating Trust's financial statements may
involve a higher degree of judgment and complexity.

Results of Operations

           The Liquidating Trust's net income for the three and nine months
ended September 30, 2002 was $88,000 and $518,000, respectively, as compared
to net income of $796,000 and $2,324,000, respectively, for the three and nine
months ended September 30, 2001.

           For the three and nine months ended September 30, 2002, the
Liquidating Trust incurred corporate overhead of $323,000 and $840,000,
respectively, as compared to corporate overhead of $163,000 and $1,068,000,
respectively, for the three and nine months ended September 30, 2001.
Corporate overhead generally consists of costs and expenses related to the
liquidation and dissolution of Petrie including, but not limited to, costs and
expenses that the Liquidating Trust has incurred as a result of Petrie
Retail's failure to perform its obligations in connection with its bankruptcy
filing, legal fees, real estate advisory fees, insurance, salaries for the
Liquidating Trust's two part-time employees, trustee fees, accounting fees,
transfer agent fees and printing and related expenses. The increase in
corporate overhead for the three month period ended September 30, 2002 was due
to the relatively higher amount of professional fees incurred by the
Liquidating Trust in such period as compared to the corresponding period in
2001. The decrease in corporate overhead for the nine month period ended
September 30, 2002 reflects an overall reduction in the activities of the
Liquidating Trust resulting from the ongoing settlement and release of claims
by landlords.

           During the three and nine months ended September 30, 2002, the
Liquidating Trust earned investment income of $411,000 and $1,358,000,
respectively, as compared to $959,000 and $3,392,000 earned during the three
and nine months ended September 30, 2001. The decrease in investment income
for the three and nine months ended September 30, 2002 was due to lower
prevailing interest rates.

Liquidity and Capital Resources

General

           The assets of the Liquidating Trust are subject to the terms of a
letter agreement dated as of January 24, 1995 (the "Side Letter Agreement"),
pursuant to which the Liquidating Trust is required, prior to making any
future distribution, to provide notice to Toys "R" Us and an opportunity for
Toys "R" Us to object to such distribution.

           As of November 12, 2002, the Liquidating Trust had approximately
$89 million in cash, cash equivalents and investments in U.S. Treasury
obligations. The Liquidating Trust believes that it has sufficient liquid
funds available to satisfy the foreseeable liabilities of the Liquidating
Trust (including, without limitation, costs and expenses related to the
administration of the Liquidating Trust, such as legal fees, real estate
advisory fees, insurance, salaries for the Liquidating Trust's two part-time
employees, trustee fees, accounting fees, transfer agent fees and printing and
related expenses).

Contingent Liabilities

           As more fully described in Item 1 of Part I, the Liquidating Trust,
as successor to Petrie, has accrued for certain contingent liabilities with
respect to existing or potential claims, lawsuits and other proceedings, which
primarily relate to guarantees of certain retail store leases, expiring at
various times through 2011 for which Petrie Retail or an affiliate thereof
assumed liability, and certain other liabilities that were assumed by Petrie
Retail (but as to which Petrie's liability has not been released) in
connection with the Sale to the extent that Petrie Retail or its successor
fails to perform. At September 30, 2002, the Liquidating Trust, as successor
to Petrie, had accrued approximately $25 million for contingent liabilities.
As the scope of these liabilities becomes further refined, there may be
changes in the estimates of future costs, which could have a material effect
on the Liquidating Trust's financial condition, liquidity and future ability
to make liquidating distributions. See Notes to Financial Statements.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

           Except for historical matters, the matters discussed in this Form
10-Q are forward-looking statements that involve risks and uncertainties.
Forward-looking statements include, but are not limited to, statements
relating to the Liquidating Trust's contingent liabilities contained above in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Notes to Financial Statements.

           The Liquidating Trust wishes to caution readers that in addition to
factors that may be described elsewhere in this Form 10-Q, the following
important factors, among others, could cause the Liquidating Trust's assets
and liabilities to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Liquidating Trust,
and could materially affect the Liquidating Trust's financial condition,
liquidity and future ability to make liquidating distributions:

     (1)  A decision by Petrie Retail's successor to close additional stores
          for which the Liquidating Trust, as successor to Petrie, has
          liability as a guarantor;

     (2)  Other actions by Petrie Retail's successor which cause the default
          of obligations assumed by Petrie Retail in connection with the Sale
          for which the Liquidating Trust, as successor to Petrie, may be
          deemed to have liability;

     (3)  An adverse material change in general economic conditions and the
          interest rate environment;

     (4)  The effects of, and changes in, laws and regulations and other
          activities of federal and local governments, agencies and similar
          organizations; and

     (5)  The costs and other effects of other legal and administrative cases
          and proceedings, settlements and claims relating to the Liquidating
          Trust's contingent liabilities.

Item 4.              Controls and Procedures.

         (a) Evaluation of Disclosure Controls and Procedures. The Liquidating
Trust's Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of the Liquidating Trust's disclosure controls and procedures
(as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as of a date within 90
days prior to the filing date of this quarterly report (the "Evaluation
Date"). Based on such evaluation, such officers have concluded that, as of the
Evaluation Date, the Liquidating Trust's disclosure controls and procedures
are effective in alerting them on a timely basis to material information
relating to the Liquidating Trust required to be included in the Liquidating
Trust's reports filed or submitted under the Exchange Act.

         (b) Changes in Internal Controls. Since the Evaluation Date, there
have not been any significant changes in the Liquidating Trust's internal
controls or in other factors that could significantly affect such controls.


                          PART II - OTHER INFORMATION

Item 1.              Legal Proceedings.

         See the discussion contained in the Notes to Financial Statements in
Part I, Item 1 of this Quarterly Report.

Item 6.              Exhibits and Reports on Form 8-K.

           (a)       List of Exhibits

                     Exhibit 99.1    Certificate of Chief Executive Officer and
                                     Chief Financial  Officer pursuant to
                                     18 U.S.C.  Section 1350, as adopted
                                     pursuant to Section 906 of the Sarbanes-
                                     Oxley Act of 2002.

           (b)       Reports on Form 8-K

                     None.


                                  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.

                                           PETRIE STORES LIQUIDATING TRUST


Dated:  November 14, 2002    By: /s/ Stephanie R. Joseph
                                 -----------------------------------------------
                                 Stephanie R. Joseph
                                 Manager and Chief Executive Officer


Dated:  November 14, 2002    By: /s/ H. Bartlett Brown
                                 -----------------------------------------------
                                 H. Bartlett Brown
                                 Assistant Manager and Chief Financial Officer


                                CERTIFICATIONS

                   Certification of Chief Executive 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, Stephanie R. Joseph, Chief Executive 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 quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order 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 quarterly report;

         3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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
quarterly 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-14 and 15d-14) for the registrant and we
have:

         (a) designed such disclosure controls and procedures 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 quarterly report is being
prepared;

         (b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and

         (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

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

         (a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and

         (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect the
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: November 14, 2002                      /s/ Stephanie R. Joseph
                                             -----------------------------------
                                                 Stephanie R. Joseph
                                                 Chief Executive Officer



                   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, 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 quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order 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 quarterly report;

         3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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
quarterly 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-14 and 15d-14) for the registrant and we
have:

         (a) designed such disclosure controls and procedures 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 quarterly report is being
prepared;

         (b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and

         (c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

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

         (a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and

         (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect the
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: November 14, 2002                      /s/ H. Bartlett Brown
                                             -----------------------------------
                                             H. Bartlett Brown
                                             Chief Financial Officer