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 MARCH 31, 2003   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 May 9, 2003, there were
52,350,238 Units of Beneficial Interest outstanding.


<PAGE>

                         PETRIE STORES LIQUIDATING TRUST

                               INDEX TO FORM 10-Q

PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
<S>     <C>
                                                                                                               Page
                                                                                                               ----


Item 1.  Financial Statements
         Statements of Net Assets in Liquidation - March 31, 2003 (Unaudited)
               and December 31, 2002............................................................................. 2
         Statements of Changes in Net Assets in Liquidation (Unaudited) - For
               the Three Months Ended March 31, 2003 and 2002.................................................... 3
         Notes to Financial Statements........................................................................... 4
Item 2.  Management's Discussion and Analysis of Financial Condition and
               Results of Operations..............................................................................8
Item 3.  Quantitative and Qualitative Disclosures About Market Risk .............................................10
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
Signatures.......................................................................................................13
Certifications...................................................................................................14


</TABLE>



<PAGE>

                         PETRIE STORES LIQUIDATING TRUST

                     STATEMENTS OF NET ASSETS IN LIQUIDATION

                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                       MARCH 31, 2003        DECEMBER 31,
                                                                        (UNAUDITED)              2002
                                                                       -------------         ------------

<S>                                                                 <C>                   <C>
ASSETS
Cash and cash equivalents.....................................      $              120    $               9
U.S. Treasury obligations.....................................                  62,497               88,907
                                                                    ------------------    -----------------
Total assets..................................................                  62,617               88,916

LIABILITIES
Accrued expenses and other liabilities........................                  25,795               25,920

Commitments and contingencies
                                                                    ------------------    -----------------
Net assets in liquidation.....................................      $           36,822    $          62,996
                                                                    ==================    =================

</TABLE>

See accompanying notes.

<PAGE>


                         PETRIE STORES LIQUIDATING TRUST

               STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION

                                   (UNAUDITED)
                     (IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)

<TABLE>
<CAPTION>


                                                                      THREE MONTHS       THREE MONTHS
                                                                          ENDED              ENDED
                                                                     MARCH 31, 2003     MARCH 31, 2002
                                                                     --------------     --------------

<S>                                                                 <C>                <C>
Net assets in liquidation at beginning of period..............      $        62,996    $        62,546
                                                                    ---------------    ---------------
Investment income.............................................                  246                529
Corporate overhead............................................                 (245)              (256)
                                                                    ---------------    ---------------
Net income for the period.....................................                    1                273
                                                                    ---------------    ---------------
Liquidating distributions.....................................              (26,175)
                                                                    ---------------    ---------------
Net assets in liquidation at end of period....................      $        36,822    $        62,819
                                                                    ===============    ===============
Net income per unit...........................................      $          0.00    $          0.01
                                                                    ===============    ===============
Weighted average number of units..............................               52,350             52,350
                                                                    ===============    ===============

</TABLE>


See accompanying notes.

<PAGE>


                         PETRIE STORES LIQUIDATING TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 MARCH 31, 2003

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 months ended March 31, 2003 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, 2002.

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 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 March 31, 2003 and December 31, 2002 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, 2002 and March 31, 2003, the Liquidating  Trust did not
own any shares of Toys Common Stock.

4.       LIQUIDATING DISTRIBUTIONS

         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.

         The assets of the Liquidating Trust are subject to the terms of a
letter agreement, dated as of January 24, 1995, 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 liquidating
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 March 31, 2003
and December 31, 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.

         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 May 9, 2003,
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 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 $29 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 March 31, 2003, and (ii)
approximately $5 million in potential liability related to 26 of the store
leases which were either assigned to third party retailers or are still held by
the successor of Petrie Retail and 53 of the leases which have expired or were
terminated by mutual landlord and tenant consent described above. Of the $5
million in potential liability related to the assigned leases and the leases
that are still held by the successor of Petrie Retail, approximately $2 million
is due in 2003 and approximately $3 million is due thereafter. 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. The
two former executives have 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 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 months ended March 31, 2003 and 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 months ended March 31,
2003 was $1,000 as compared to net income of $273,000 for the three months ended
March 31, 2002.

         For the three months ended March 31, 2003, the Liquidating Trust
incurred corporate overhead of $245,000 as compared to corporate overhead of
$256,000 for the three months ended March 31, 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 decrease in corporate overhead for the three month period
ended March 31, 2003 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 months ended March 31, 2003, the Liquidating Trust
earned investment income of $246,000, as compared to $529,000 earned during the
three months ended March 31, 2002. The decrease in investment income for the
three months ended March 31, 2003 was due to lower prevailing interest rates and
fewer assets available for investment.

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. Such notice was provided to Toys "R" Us in
connection with the Liquidating Trust's distribution on January 31, 2003 of
$26,175,119 and in connection with prior distributions.

         As of May 9, 2003, the Liquidating Trust had approximately $63 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 March 31,
2003, 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;

        (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 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 March 31, 2003.

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  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 on Form 10-Q.

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

                  Current Report on Form 8-K, dated as of January 8, 2003,
                  reporting the distribution of $26,175,119 in cash made by the
                  Liquidating Trust to unit holders on January 31, 2003.




                                   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:  May 15, 2003     By      /s/ Stephanie R. Joseph
                            -------------------------------------------
                                 Stephanie R. Joseph
                                 Manager and Chief Executive Officer


Dated:  May 15, 2003     By     /s/ H. Bartlett Brown
                             ------------------------------------------
                                 H. Bartlett Brown
                                 Assistant Manager and Chief Financial Officer

<PAGE>


                    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, Manager and 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: May 15, 2003        /s/ Stephanie R. Joseph
                         -----------------------------------------------------
                         Stephanie R. Joseph
                         Manager and Chief Executive Officer


<PAGE>


                    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  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: May 15, 2003      /s/ H. Bartlett Brown
                        ------------------------------------------------------
                        H. Bartlett Brown
                        Assistant Manager
                        and Chief Financial Officer