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


                       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 ended June 30, 2004      Commission file number: 0-3777

                        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)

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


                                 Not Applicable
--------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report



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 by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act.)
         Yes: __          No:   X

Indicate the number of shares outstanding of each of the registrant's classes
of common stock as of the latest practicable date: As of August 9, 2004, there
were 52,350,238 Units of Beneficial Interest outstanding.

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

<PAGE>
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                        PETRIE STORES LIQUIDATING TRUST

                               INDEX TO FORM 10-Q

PART I - FINANCIAL INFORMATION
                                                                                      Page
                                                                                      ----
<S>      <C>                                                                             <C>
Item 1.  Financial Statements
         Statements of Net Assets in Liquidation - June 30, 2004 (Unaudited)
               and December 31, 2003.................................................... 2
         Statements of Changes in Net Assets in Liquidation (Unaudited) - For
               the Three and Six Months Ended June 30, 2004 and 2003.................... 3
         Notes to Financial Statements.................................................. 4
Item 2.  Management's Discussion and Analysis of Financial Condition and
               Results of Operations.....................................................9
Item 3.  Quantitative and Qualitative Disclosures About Market Risk ....................11
Item 4.  Controls and Procedures........................................................11

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings..............................................................12
Item 6.  Exhibits and Reports on Form 8-K...............................................12

</TABLE>





                                       1

<PAGE>



                        PETRIE STORES LIQUIDATING TRUST

                    STATEMENTS OF NET ASSETS IN LIQUIDATION

                                 (In thousands)

                                                   June 30, 2004    December 31,
                                                    (Unaudited)         2003
                                                   -------------    ------------

Assets
Cash and cash equivalents........................   $       38      $    1,168
U.S. Treasury obligations........................       43,683          63,986
                                                   -------------    ------------
Total assets.....................................       43,721          65,154

Liabilities
Accrued expenses and other liabilities...........       25,444          25,595

Commitments and contingencies
                                                   -------------    ------------
Net assets in liquidation........................   $   18,277      $   39,559
                                                   =============    ============



See accompanying notes.






                                       2
<PAGE>
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<CAPTION>


                                           PETRIE STORES LIQUIDATING TRUST

                                 STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION

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



                                                   Three Months     Three Months     Six Months         Six Months
                                                      Ended             Ended          Ended              Ended
                                                  June 30, 2004     June 30, 2003    June 30, 2004     June 30, 2003
                                                  -------------     -------------    -------------     -------------
<S>                                               <C>               <C>              <C>                <C>
Net assets in liquidation at beginning of
period.........................................   $   18,370        $   36,822       $   39,559         $    62,996
                                                  -------------     -------------    -------------     -------------
Investment income..............................          102               174              215                 420
Corporate overhead benefit (expense)...........         (195)            1,673             (557)              1,428
                                                  -------------     -------------    -------------     -------------

Net income (loss) for the period...............          (93)            1,847             (342)              1,848
                                                  -------------     -------------    -------------     -------------
Liquidating distributions......................                                         (20,940)            (26,175)
                                                  -------------     -------------    -------------     -------------
Net assets in liquidation at end of period.....   $   18,277        $   38,669       $   18,277         $    38,669
                                                  =============     =============    =============     =============

Net income (loss) per unit.....................   $     0.00        $     0.04       $    (0.01)        $      0.04
                                                  =============     =============    =============     =============

Weighted average number of units...............       52,350            52,350           52,350              52,350
                                                  =============     =============    =============     =============

</TABLE>






See accompanying notes.





                                                          3

<PAGE>


                        PETRIE STORES LIQUIDATING TRUST
                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

                                 June 30, 2004

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 six months ended June 30, 2004 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, 2003.

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 (the "Sale") to PS Stores Acquisition Corp. ("PS Stores") of all of the
stock of Petrie's former subsidiary, Petrie Retail, Inc. ("Petrie Retail"),
which then owned all of Petrie's retail operations, for $190 million in cash
plus the assumption of certain of Petrie's liabilities. 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). On November 19, 2002, the expiration date
of the Liquidating Trust was extended from December 6, 2002 to December 6, 2006
(subject to further extension 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 June 30, 2004 and December 31, 2003 do not distinguish


                                       4
<PAGE>

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
         ---------------------------

         Prior to February 12, 2000, the Liquidating Trust had investments in
Toys Common Stock. At June 30, 2004 and December 31, 2003, the Liquidating
Trust did not own any shares of Toys Common Stock.

4.       Liquidating Distributions
         -------------------------

         Pursuant to an agreement dated as of December 24, 2003, the
Liquidating Trust and Toys "R" Us agreed to terminate the Liquidating Trust's
obligations under a letter agreement dated as of January 24, 1995 to provide
notice to Toys "R" Us (and an opportunity for Toys "R" Us to object) prior to
making any liquidating distributions. Accordingly, the Liquidating Trust is no
longer obligated to provide notice to Toys "R" Us prior to making
distributions.

         On January 30, 2004, the Liquidating Trust distributed to its unit
holders a total of $20,940,095 in cash. In the distribution, unit holders
received $0.40 in cash for each unit of beneficial interest held of record at
the close of business on January 20, 2004.

         On January 31, 2003, the Liquidating Trust distributed to its unit
holders a total of $26,175,119 in cash. In the distribution, unit holders
received $0.50 in cash for each unit of beneficial interest held of record at
the close of business on January 21, 2003.

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
both June 30, 2004 and December 31, 2003, the Liquidating Trust, as successor
to Petrie, had accrued approximately $25 million for the aforementioned
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.

                                       5
<PAGE>


         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 a 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 $1,530,000 as partial payment of the Liquidating
Trust's claim against the Distribution Company. On or about July 1, 2003, the
Liquidating Trust received an additional $1,836,000 as partial payment of the

                                       6
<PAGE>

Liquidating Trust's claim against the Distribution Company. This partial
payment was accrued as of June 30, 2003. As of August 9, 2004, the Liquidating
Trust's remaining claim against the Distribution Company was $11,169,000. There
can be no assurance as to the timing of the payment, if any, 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 or about December 30, 2003, the Liquidating Trust
received a refund in respect of previous tax years of approximately $949,000 to
which the Liquidating Trust is entitled pursuant to a settlement agreement
between the Liquidating Trust and the Petrie Retail bankruptcy estate.

         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.

         After taking into account settlements and releases obtained from
landlords, the Liquidating Trust, as successor to Petrie, remains the guarantor
of 140 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 $26 million (including potential exposure related to the
exercise of lease renewal options described below). Such exposure includes (i)
approximately $24 million in potential liability related to 61 of the rejected
store leases described above, which amount is included in the Liquidating
Trust's accrued expenses and other liabilities at June 30, 2004, and (ii)
approximately $2 million in potential liability related to 20 of the store
leases which were either assigned to third party retailers or are still held by
the successor of Petrie Retail and 59 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


                                       7
<PAGE>


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.
The two former executives have since died and, as a result, the Liquidating
Trust's obligations under the settlement agreements with such executives have
been terminated. The total cost of these settlements to the Liquidating Trust
was approximately $3.2 million.

         Insurance Premium Adjustment.  In April 2002, the Liquidating Trust
received a bill from Zurich N.A. ("Zurich"), an insurer of Petrie, for $551,338
in respect of retrospective premium adjustments purportedly owed by Petrie
pursuant to general liability, automobile and workers' compensation 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 received a bill dated February 10, 2004 from
Zurich for $84,343 in respect of retrospective premium adjustments purportedly
owed by Petrie pursuant to general liability, automobile and workers'
compensation 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, 2003. This amount
was included in accrued expenses and other liabilities at December 31, 2003.
Such amount was paid by the Liquidating Trust on May 12, 2004.

         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.


                                       8
<PAGE>


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 six months ended June 30, 2004 and 2003, 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 with respect to
estimating the Liquidating Trust's lease exposure may involve a higher degree
of judgment and complexity.

Results of Operations

         The Liquidating Trust's net loss for the three and six months ended
June 30, 2004 was $93,000 and $342,000, respectively, as compared to net income
of $1,847,000 and $1,848,000, respectively, for the three and six months ended
June 30, 2003.

         For the three and six months ended June 30, 2004, the Liquidating
Trust incurred corporate overhead expense of $195,000 and $557,000,
respectively, as compared to a benefit in corporate overhead of $1,673,000 and
$1,428,000, respectively, for the three and six months ended June 30, 2003.
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 benefit in corporate overhead for
the three and six months ended June 30, 2003 reflects $1,836,000 of income
relating to a partial payment of the Liquidating Trust's claim against the
Distribution Company received on or about July 1, 2003 and accrued as of June
30, 2003. In May 2004, the Liquidating Trustees took certain actions to reduce
the ongoing operating expenses of the Liquidating Trust, including reducing the
salaries of the Liquidating Trust's two part-time employees and reducing the
fees that the Liquidating Trustees receive for their service to the Liquidating
Trust.

         During the three and six months ended June 30, 2004, the Liquidating
Trust earned investment income of $102,000 and $215,000, respectively, as
compared to $174,000 and $420,000, respectively, earned during the three and
six months ended June 30, 2003. The decrease in investment income for the three
and six months ended June 30, 2004 was due to lower prevailing interest rates
and fewer assets available for investment.


                                       9
<PAGE>

Liquidity and Capital Resources

General

         Pursuant to an agreement dated as of December 24, 2003, the
Liquidating Trust and Toys "R" Us agreed to terminate the Liquidating Trust's
obligations under a letter agreement dated as of January 24, 1995 to provide
notice to Toys "R" Us (and an opportunity for Toys "R" Us to object) prior to
making any liquidating distributions. Accordingly, the Liquidating Trust is no
longer obligated to provide notice to Toys "R" Us prior to making
distributions.

         As of August 9, 2004, the Liquidating Trust had approximately $44
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 June 30, 2004, 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 Quarterly
Report on 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 Quarterly Report on 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;


                                      10
<PAGE>


         (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)   A decision by a court that the Liquidating Trust, as successor
               to Petrie, has liability as a guarantor of certain leases
               notwithstanding Petrie's receipt from the landlords thereof of
               releases of guarantees with respect to such leases;

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

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

         (6)   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 3.        Quantitative and Qualitative Disclosures About Market Risk.
               -----------------------------------------------------------

         The Liquidating Trust invests its available cash in short-term United
States Treasury Obligations. Although the rate of interest paid on short-term
United States Treasury Obligations may fluctuate over time based on changes in
the general level of U.S. interest rates, each of such investments is made at a
fixed interest rate over the duration of the investment and each has a maturity
of less than 365 days. In addition, the Liquidating Trust Agreement prohibits
the Liquidating Trust from making certain investments with a maturity of
greater than one year and certain other investments that could expose the
Liquidating Trust to market risk. The Liquidating Trust believes that its
exposure to market risk fluctuations for its investments is not material as of
June 30, 2004.

Item 4.        Controls and Procedures.
               ------------------------

         (a) Disclosure Controls and Procedures. The Liquidating Trust's
         management, with the participation of the Liquidating Trust's Chief
         Executive Officer and Chief Financial Officer, has evaluated the
         effectiveness of the Liquidating Trust's disclosure controls and
         procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)
         under the Securities Exchange Act of 1934, as amended (the "Exchange
         Act")) as of the end of the period covered by this report. Based on
         such evaluation, the Liquidating Trust's Chief Executive Officer and
         Chief Financial Officer have concluded that, as of the end of such
         period, the Liquidating Trust's disclosure controls and procedures are
         effective.

         (b) Internal Control Over Financial Reporting. There have not been any
         changes in the Liquidating Trust's internal control over financial
         reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
         under the Exchange Act) during the fiscal quarter to which this report
         relates that have materially affected, or are reasonably likely to
         materially affect, the Liquidating Trust's internal control over
         financial reporting.


                                      11
<PAGE>


                          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 on Form 10-Q.


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

         (a)     List of Exhibits

                 Exhibit 31.1      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.

                 Exhibit 31.2      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.

                 Exhibit 32.1      Certification 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




                                      12
<PAGE>





                                   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: August 9, 2004         By:   /s/ Stephanie R. Joseph
                                   ---------------------------------------------
                                    Stephanie R. Joseph
                                    Manager and Chief Executive Officer


Dated: August 9, 2004         By:  /s/ H. Bartlett Brown
                                   ---------------------------------------------
                                   H. Bartlett Brown
                                   Assistant Manager and Chief Financial Officer