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, 2005   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 13, 2005, 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 - March 31, 2005 (Unaudited)
               and December 31, 2004...................................................... 2
         Statements of Changes in Net Assets in Liquidation (Unaudited) - For
               the Three Months Ended March 31, 2005 and 2004............................. 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 ......................12
Item 4.  Controls and Procedures..........................................................12

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings................................................................13
Item 6.  Exhibits.........................................................................13

</TABLE>
<PAGE>




                        PETRIE STORES LIQUIDATING TRUST

                    STATEMENTS OF NET ASSETS IN LIQUIDATION

                                 (In thousands)
<TABLE>
<CAPTION>

                                                    March 31, 2005          December 31,
                                                      (Unaudited)               2004
                                                  -----------------     -----------------
Assets
<S>                                              <C>                     <C>
Cash and cash equivalents....................    $           141         $         211
U.S. Treasury obligations....................             43,611                43,624
Prepaid expenses.............................                124                    11
                                                  -----------------     -----------------
Total assets.................................             43,876                43,846

Liabilities
Accrued expenses and other liabilities.......             16,134                15,988
Liquidating distribution payable.............             15,705                   -
                                                  -----------------     -----------------
Total liabilities............................             31,839                15,988

Commitments and contingencies
                                                  -----------------     -----------------
Net assets in liquidation....................    $        12,037         $      27,858
                                                  =================     =================




See accompanying notes.
</TABLE>
<PAGE>


                        PETRIE STORES LIQUIDATING TRUST

               STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION

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

<TABLE>
<CAPTION>


                                                           Three Months Ended        Three Months Ended
                                                             March 31, 2005            March 31, 2004
                                                          -------------------         ------------------
<S>                                                       <C>                         <C>
Net assets in liquidation at beginning of period........  $        27,858             $        39,559
                                                          -------------------         ------------------
Investment income.......................................              242                         113
Corporate overhead expense..............................             (358)                       (362)
                                                          -------------------         ------------------
Net loss for the period.................................             (116)                       (249)
                                                          -------------------         ------------------
Liquidating distributions...............................          (15,705)                    (20,940)
                                                          -------------------         ------------------
Net assets in liquidation at end of period..............  $        12,037             $        18,370
                                                          -------------------         ------------------

Net loss per unit.......................................  $          0.00             $          0.00
                                                          -------------------         ------------------
Weighted average number of units........................           52,350                      52,350
                                                          ===================         ==================

</TABLE>



See accompanying notes.



                        PETRIE STORES LIQUIDATING TRUST
                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

                                 March 31, 2005

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, 2005 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, 2004.

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 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 amounts of
which are subject to inherent uncertainty in the valuation process. The amounts
actually realized or settled could be materially different from those reflected
in the financial statements (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 has adopted the calendar year as its fiscal year. A liquidation basis of
accounting was implemented as of January 28, 1995. Under such basis, assets and
liabilities have been recorded at estimated fair values. In accordance with the
liquidation basis of accounting, the financial statements reflect the estimated
costs of liquidating the assets and distributing the proceeds to holders of
beneficial interests. The statements of net assets in liquidation at March 31,
2005 and December 31, 2004 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.

Use of Estimates

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates. The Liquidating Trust's most significant estimate is associated with
the accrual for certain contingent liabilities (see Note 5).

3.       Related Party Transactions

         Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden, Arps") serves as
legal counsel to the Liquidating Trust. Joseph H. Flom, a Liquidating Trustee,
is a partner in Skadden, Arps. At March 31, 2005 and December 31, 2004, the
accrued expenses and liabilities of the Liquidating Trust included in the
Statement of Net Assets in Liquidation included $287,450 and $161,450,
respectively, for amounts owed to Skadden, Arps. During the three months ended
March 31, 2005 and March 31, 2004, the corporate overhead expense of the
Liquidating Trust included in the Statement of Changes in Net Assets in
Liquidation included $126,000 and $31,000, respectively, of expenses to
Skadden, Arps.

4.       Liquidating Distributions

         Pursuant to an agreement dated as of December 24, 2003, the
Liquidating Trust and Toys "R" Us terminated 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 March 31, 2005, the Liquidating Trust announced a distribution of
$15,705,071 in cash that was paid on April 21, 2005. In the distribution, unit
holders received $0.30 in cash for each unit of beneficial interest held of
record at the close of business on April 11, 2005.

         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.

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 matters. The
Liquidating Trust had accrued approximately $16 million for the aforementioned
contingent liabilities at both March 31, 2005 and December 31, 2004. As the
scope of these liabilities becomes further refined and additional analysis is
performed, 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 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 its 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 Liquidating Trust's claim
against the Distribution Company. As of May 13, 2005, 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 was 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, including 61 leases that were rejected during the
pendency of the Petrie Retail bankruptcy (the "Rejected Leases") and 79 other
leases described below. The Liquidating Trust's exposure relating to the 140
retail leases, without giving effect to any present value discount and assuming
the landlord in each case is unable to mitigate its damages, but after giving
effect to the factors described in the following paragraph, would be
approximately $21 million. Such exposure includes approximately $15 million in
potential liability related to 61 of the Rejected Leases described above, which
amount is included in the Liquidating Trust's accrued expenses and other
liabilities at March 31, 2005 and December 31, 2004.

         In the fourth quarter of 2004, the Liquidating Trust commissioned its
real estate advisor to visit the properties underlying the Rejected Leases to
assess the level of risk of liability associated with such properties
(including whether the property was vacant). After receiving a report as to
such property visits, the Liquidating Trust determined to reduce its accrual
related to exposure under the Rejected Leases by $9 million. In making such
determination to reduce the accrual, the Liquidating Trust assessed a number
of factors, including (1) applicable law related to the impact of an
affirmative defense available to the Liquidating Trust relating to the
expiration of the statute of limitations within which claims relating to
certain of the Rejected Leases would have had to have been made (the "Statute
of Limitations Defense"), (2) the absence of any new landlord claims over the
past several years related to rejected store leases, (3) the Liquidating
Trust's previous settlement history related to rejected lease claims and (4)
reports prepared by the Liquidating Trust's real estate advisor. Prior to
giving effect to the reduction in its accrual related to Rejected 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, was approximately $24 million. The
approximately $15 million in potential liability related to the 61 Rejected
Leases is an estimate of the Liquidating Trust's exposure under such leases
after giving full effect to the factors described in this paragraph. As of
March 31, 2005, nothing has come to the attention of the Liquidating Trust
that causes it to believe that such estimate is no longer accurate.

         The Liquidating Trust's exposure also includes approximately $6
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 were not rejected in the Petrie Retail bankruptcy (the
"Assigned Non-Rejected Leases") and a de minimis amount related to 59 of the
leases which have expired or were terminated by mutual landlord and tenant
consent described above (the "Terminated Non-Rejected Leases"). Amounts related
to Assigned Non-Rejected Leases and Terminated Non-Rejected Leases are not
included in the Liquidating Trust's accrued expenses and other liabilities at
March 31, 2005 or December 31, 2004. The potential exposure related to Assigned
Non-Rejected Leases includes potential liability related to lease extension
options that may be exercised following the assignment of leases to third party
retailers; however, such liability related to the Assigned Non-Rejected Leases
is not included in the potential liability described in the first sentence of
this paragraph until the actual lease renewal term commences.

         The Liquidating Trust's lease exposure calculations related to
Rejected Leases, Assigned Non-Rejected Leases and Terminated Non-Rejected
Leases 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 current
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.

         Insurance Premium Adjustment. In April 2004, The Liquidating Trust
received a bill 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 related 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.

         In March 2005, the Liquidating Trust received a bill from Zurich for
$106,781 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, 2004. This amount was
included in accrued expenses and other liabilities as of March 31, 2005. Such
amount was paid by the Liquidating Trust on April 8, 2005.

         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, 2005 and 2004, 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 had a net loss of $116,000 for the three months
ended March 31, 2005, as compared to a net loss of $249,000 for the three
months ended March 31, 2004.

         For the three months ended March 31, 2005, the Liquidating Trust
incurred corporate overhead expense of $358,000. For the three months ended
March 31, 2004, the Liquidating Trust incurred corporate overhead expense of
$362,000. 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 months ended March 31, 2005 compared to the
three months ended March 31, 2004 reflects the actions taken by the Liquidating
Trust during the year ended December 31, 2004 to reduce certain expenses,
including decreasing the salaries of its officers and Liquidating Trustees and
the expenses of its advisors, offset by an increase in professional fees.

         During the three months ended March 31, 2005, the Liquidating Trust
earned investment income of $242,000, as compared to $113,000 earned during the
three months ended March 31, 2004. The increase in investment income for the
three months ended March 31, 2005 was due to higher prevailing interest rates.

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 May 13, 2005, the Liquidating Trust had approximately $28
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, 2005, the Liquidating Trust, as successor to Petrie, had
accrued approximately $16 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.
<PAGE>


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)      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)      A decision by a court that the Statute of Limitations Defense
                  is not available to the Liquidating Trust with respect to one
                  or more Rejected Leases;

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

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

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

<PAGE>

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, 2005.

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.

<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.

                  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.


<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:  May 16, 2005                    By: /s/ Stephanie R. Joseph
                                            -------------------------------
                                            Stephanie R. Joseph
                                            Manager and Chief Executive Officer


Dated:  May 16, 2005                    By: /s/ H. Bartlett Brown
                                            -------------------------------
                                            H. Bartlett Brown
                                            Assistant Manager and Chief
                                            Financial Officer


<PAGE>


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

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

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

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

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

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

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

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

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

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


Date:  May 16, 2005                         /s/ Stephanie R. Joseph
                                            -----------------------------------
                                            Stephanie R. Joseph
                                            Manager and Chief Executive Officer

<PAGE>

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


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

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

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

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

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

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

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

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

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

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

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


Date: May 16, 2005                          /s/ H. Bartlett Brown
                                            -----------------------------------
                                            H. Bartlett Brown
                                            Assistant Manager
                                            and Chief Financial Officer

<PAGE>

Exhibit 32.1
------------



                    Certification of CEO and CFO Pursuant to
                            18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                 Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Petrie Stores Liquidating Trust (the
"Trust") on Form 10-Q for the period ending March 31, 2005, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Stephanie
R. Joseph, as Chief Executive Officer of the Trust, and H. Bartlett Brown, as
Chief Financial Officer of the Trust, each hereby certifies, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, to the best of her or his knowledge, that:

         (1) The Report fully complies with the requirements of Section 13(a)
of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Trust.



/s/ Stephanie R. Joseph
-----------------------------------
Stephanie R. Joseph
Chief Executive Officer
May 16, 2005

/s/ H. Bartlett Brown
-----------------------------------
H. Bartlett Brown
Chief Financial Officer
May 16, 2005


This certification accompanies this Report pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Trust for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A
signed original of this written statement required by Section 906 has been
provided to the Trust and will be retained by the Trust and furnished to the
Securities and Exchange Commission or its staff upon request.