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

                     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, 2002   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)

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

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

         Not Applicable.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to
such filing requirements for the past 90 days.
         Yes:   X         No:
              -----           -----

Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date: As of May 13,
2002, there were 52,350,238 Units of Beneficial Interest outstanding.

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



<TABLE>
<CAPTION>

                                          PETRIE STORES LIQUIDATING TRUST

                                                INDEX TO FORM 10-Q

PART I - FINANCIAL INFORMATION
                                                                                                               Page
<S>                                                                                                            <C>
Item 1.  Financial Statements
         Statements of Net Assets in Liquidation - March 31, 2002 (Unaudited)
               and December 31, 2001............................................................................. 2
         Statements of Changes in Net Assets in Liquidation (Unaudited) - For
               the Three Months Ended March 31, 2002 and 2001.................................................... 3
         Notes to Financial Statements........................................................................... 4
Item 2.  Management's Discussion and Analysis of Financial Condition and
               Results of Operations..............................................................................9

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.......................................................................................11
Item 6.  Exhibits and Reports on Form 8-K........................................................................11
</TABLE>



<TABLE>
<CAPTION>

                                          PETRIE STORES LIQUIDATING TRUST

                                      STATEMENTS OF NET ASSETS IN LIQUIDATION

                                                  (In thousands)


                                                                                  March 31,
                                                                                    2002               December 31,
                                                                                 (Unaudited)               2001
                                                                             -------------------    ------------------
<S>                                                                          <C>                   <C>
Assets
Cash and cash equivalents................................................... $               173    $              406
U.S. Treasury obligations...................................................              89,115                88,590
                                                                             -------------------    ------------------
Total assets................................................................              89,288                88,996

Liabilities
Accrued expenses and other liabilities......................................              26,469                26,450

Commitments and contingencies

                                                                             -------------------    ------------------
Net assets in liquidation................................................... $            62,819    $           62,546
                                                                             ===================    ==================
</TABLE>





See accompanying notes.




<TABLE>
<CAPTION>

                                          PETRIE STORES LIQUIDATING TRUST


                                STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION

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



                                                        Three                Three
                                                       Months                Months
                                                        Ended                Ended
                                                      March 31,            March 31,
                                                        2002                  2001
                                                  -----------------      --------------
<S>                                               <C>                   <C>
Net assets in liquidation at beginning of
   period........................................  $         62,546       $      58,281
                                                  -----------------      --------------
Investment income................................               529               1,280
Corporate overhead...............................             (256)               (376)
                                                  -----------------      --------------

Net income for the period........................               273                 904
                                                  -----------------      --------------
Net assets in liquidation at end of period.......  $         62,819       $      59,185
                                                  =================      ==============

Net income per unit.............................. $             0.01     $          0.02
                                                  =================      ==============

Weighted average number of units.................            52,350              52,350
                                                  =================      ==============
</TABLE>


  See accompanying notes.





                      PETRIE STORES LIQUIDATING TRUST

                       NOTES TO FINANCIAL STATEMENTS

                                (Unaudited)

                               March 31, 2002

1.       Interim Reporting

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

2.       Basis of Presentation

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

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

         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, 2002 and December 31, 2001 do not
distinguish between current and long-term balances as would be reflected if
such statements had been prepared on a going- concern basis.

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

3.       Investments in Common Stock

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

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

4.       Liquidating Distributions

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

5.       Commitments and Contingencies

         As successor to Petrie, the Liquidating Trust has accrued for
certain contingent liabilities with respect to existing or potential
claims, lawsuits and other proceedings, which primarily relate to
guarantees of certain retail store leases expiring at various times through
2011 for which Petrie Retail or an affiliate thereof assumed liability, and
certain other liabilities that were assumed by Petrie Retail (but as to
which Petrie's liability has not been released) in connection with the Sale
(collectively, the "Assumed Obligations") to the extent that Petrie Retail
or its successor fails to perform. The Liquidating Trust accrues such
liabilities when it is probable that future costs will be incurred and when
such costs can be reasonably estimated. Such accruals are based on
developments to date, the Liquidating Trust's estimates of the outcome of
these matters and its experience (including that of its predecessor,
Petrie) in contesting, litigating and settling such matters. At March 31,
2002 and December 31, 2001, the Liquidating Trust, as successor to Petrie,
had accrued approximately $26 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. As of May 10, 2002, the Liquidating
Trust's remaining claim against the Distribution Company was $13,005,000.
There can be no assurance as to the timing of the payment of the remainder
of the Liquidating Trust's claim against the Distribution Company or the
amount of any further payments that the Distribution Company will make to
creditors asserting unsecured claims. Accordingly, no amounts have been
accrued as receivables for potential reimbursement or recoveries from the
reorganized Petrie Retail entity.

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

         Store Leases. As described above, in December 1998, Petrie Retail
disposed of substantially all its remaining operations and store leases as
part of the Petrie Retail Plan. Of the roughly 1600 stores that Petrie
Retail operated prior to filing its bankruptcy petition in October 1995,
(i) 722 leases were rejected, (ii) 615 leases were assigned to third party
retailers, including (A) 410 leases which were part of Petrie Retail's
former G&G Shops Inc. division and were included in the sale of such
division to an investor group led by Pegasus Partners, L.P. and certain
executives of such division, (B) 85 leases which were sold to Urban
Acquisition Corp. as part of the Petrie Retail Plan and (C) 120 leases
which were not part of Petrie Retail's former G&G Shops Inc. division and
which were sold to third party retailers other than Urban Acquisition
Corp., (iii) 13 leases were retained by the reorganized Petrie Retail
entity for stores which are currently managed by Urban Acquisition Corp.
and which Urban Acquisition Corp. has the right to purchase at a later date
and (iv) approximately 250 leases expired or were terminated by mutual
landlord and tenant consent. In addition, an affiliate of the Liquidating
Trust's real estate advisor has assumed Petrie Retail's former headquarters
lease at 150 Meadowlands Parkway in Secaucus, New Jersey, which lease is
guaranteed by the Liquidating Trust. The Liquidating Trust's real estate
advisor reached a settlement with the landlord and returned part of the
former headquarters space and has sublet most of the remainder of such
space in an effort to mitigate the Liquidating Trust's liability under this
lease, although no assurance can be given that the subtenant will continue
to pay rent through the remaining term of the headquarters lease (which
expires 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 142 of the retail leases and the headquarters lease described
above. 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 $32 million (including potential exposure related to the
exercise of lease renewal options described below). Such exposure includes
(i) approximately $25 million in potential liability related to 63 of the
rejected store leases described above, which amount is included in the
Liquidating Trust's accrued expenses and other liabilities at March 31,
2002, and (ii) approximately $7 million in potential liability related to
21 of the store leases which were either assigned to third party retailers
or are still held by the successor of Petrie Retail, the headquarters lease
(which now accounts for an insignificant potential liability), and 58 of
the leases which have expired or were terminated by mutual landlord and
tenant consent described above. Of the $7 million in potential liability
related to the assigned leases, the leases that are still held by the
successor of Petrie Retail and the headquarters lease, approximately $2
million is due in 2002 and approximately $5 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. In early 2002, one of the
executives died and, as a result, the Liquidating Trust's obligations under
the settlement agreement with such executive terminated. The total cost of
these settlements to the Liquidating Trust was approximately $3.2 million,
of which approximately $219,000 (relating to certain unfunded pension
obligations) remained unpaid and was included in the Liquidating Trust's
accrued expenses and other liabilities at March 31, 2002.

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

         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, 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, 2002 was $273,000, as compared to net income of $904,000 for the
three months ended March 31, 2001.

         For the three months ended March 31, 2002, the Liquidating Trust
incurred corporate overhead of $256,000, as compared to $376,000 for the
three months ended March 31, 2001. Corporate overhead generally consists of
costs and expenses related to the liquidation and dissolution of Petrie
including, but not limited to, costs and expenses that the Liquidating
Trust has incurred as a result of Petrie Retail's failure to perform its
obligations in connection with its bankruptcy filing, legal fees, real
estate advisory fees, insurance, salaries for the Liquidating Trust's two
part-time employees, trustee fees, accounting fees, transfer agent fees and
printing and related expenses. The decrease in corporate overhead for the
three-month period ended March 31, 2002 reflects an overall reduction in
the activities of the Liquidating Trust resulting from the ongoing
settlement and release of claims asserted by landlords.

         During the three months ended March 31, 2002, the Liquidating
Trust earned investment income of $529,000, as compared to $1,280,000
earned during the three months ended March 31, 2001. The decrease in
investment income for the three months ended March 31, 2002 was due to
lower prevailing interest rates.

Liquidity and Capital Resources

General

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

         As of May 10, 2002, the Liquidating Trust had approximately $89
million in cash, cash equivalents and investments in U.S. Treasury
obligations. The Liquidating Trust believes that it has sufficient liquid
funds available to satisfy the foreseeable liabilities of the Liquidating
Trust (including, without limitation, costs and expenses related to the
administration of the Liquidating Trust, such as legal fees, real estate
advisory fees, insurance, salaries for the Liquidating Trust's two
part-time employees, trustee fees, accounting fees, transfer agent fees and
printing and related expenses).

Contingent Liabilities

         As more fully described in Item 1 of Part I, the Liquidating
Trust, as successor to Petrie, has accrued for certain contingent
liabilities with respect to existing or potential claims, lawsuits and
other proceedings, which primarily relate to guarantees of certain retail
store leases, expiring at various times through 2011 for which Petrie
Retail or an affiliate thereof assumed liability, and certain other
liabilities that were assumed by Petrie Retail (but as to which Petrie's
liability has not been released) in connection with the Sale to the extent
that Petrie Retail or its successor fails to perform. At March 31, 2002,
the Liquidating Trust, as successor to Petrie, had accrued approximately
$26 million for contingent liabilities. As the scope of these liabilities
becomes further refined, there may be changes in the estimates of future
costs, which could have a material effect on the Liquidating Trust's
financial condition, liquidity and future ability to make liquidating
distributions. See Notes to Financial Statements.

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

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

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

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

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

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

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

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




                        PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.
         -----------------

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

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

         (a)      List of Exhibits

                  None

         (b)      Reports on Form 8-K

                  None




                                 SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                            PETRIE STORES LIQUIDATING TRUST


Dated:  May 15, 2002        By /s/ Stephanie R. Joseph
                               ------------------------------------------------
                                 Stephanie R. Joseph
                                 Manager and Chief Executive Officer


Dated:  May 15, 2002        By /s/ H. Bartlett Brown
                               ------------------------------------------------
                                  H. Bartlett Brown
                                  Assistant Manager and Chief Financial Officer