10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION


                           WASHINGTON, D.C.  20549


                                 FORM 10-Q/A


                                AMENDMENT NO. 1


                QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)


                   OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended July 30, 1994	                 Commission File Number 1-6166	



                         PETRIE STORES CORPORATION

           (Exact Name of Registrant as specified in its Charter)



	    New York	                                               	     36-2137966

(State of Incorporation)	                	(I.R.S. Employer Identification No.)



70 Enterprise Avenue
Secaucus, New Jersey	                                             		 07094
(Address of principal		                                           (Zip Code)
	executive offices)

	

(201) 866-3600                                                      	 NONE
                                                                      ----
(Registrant's Telephone Number)	                 	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  _
          -


Number of shares outstanding at July 30, 1994, 46,774,900 shares, $1.00 par
value, common stock.





                PETRIE STORES CORPORATION AND SUBSIDIARIES


                                  INDEX

                                                                
                                                                      PAGE NO.
                                                                      -------

Part I - Financial Information (Unaudited):

			Consolidated Balance Sheets
  	July 30, 1994 and January 29, 1994......................................		

  	Consolidated Operations - Three Months and Six Months
  	Ended July 30, 1994 and July 31, 1993................................... 		

  	Consolidated Additional Paid-In Capital and Consolidated 
   Retained Earnings - Six  Months Ended July 30, 1994.....................		

  	Consolidated Cash Flows - Six Months	Ended July 30, 1994
   and July 31, 1993....................................................... 

  	Notes...................................................................		

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


Part II - Other Information		


   Signature...............................................................		



Exhibits:

		

  	Exhibit A - Independent Accountants' Report - David Berdon & Co.	.......	 

  	Exhibit 27 - Financial Data Schedule 





                        PART II - OTHER INFORMATION
                        ---------------------------


Item 6 - Exhibits and Reports on Form 8-K

  	(b) There were no reports on Form 8-K filed during the six months ended
       July 30,  1994.
      	- There was a Form 8-K filed on August 23, 1994 regarding the
         stock purchase agreement the Company entered into with an investment
         group.




                                   SIGNATURE



  	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 CORPORATION
                                                -------------------------      
                                                    			(registrant)







December 8, 1994                                     /S/  PETER A. LEFT
                             	________________________________________________
                            		BY Peter A. Left, Vice Chairman, Chief Operating
                             	Officer, Chief Financial Officer and Secretary.

EX-27

 

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