EXHIBIT 14.1

                                 CODE OF ETHICS
                                FOR OFFICERS OF
                        PETRIE STORES LIQUIDATING TRUST
                          AS ADOPTED ON MARCH 29, 2004

     Petrie Stores Liquidating Trust (the "Liquidating Trust") is committed to
conducting its affairs in accordance with applicable laws, rules and regulations
and the highest standards of business conduct, and to full and accurate
financial disclosure in compliance with applicable law. This Code of Ethics,
applicable to the Liquidating Trust's Manager and Chief Executive Officer and
Assistant Manager and Chief Financial Officer (or persons performing similar
functions) (together, "Senior Officers"), sets forth specific policies to guide
such Senior Officers in the performance of their duties.

     Senior Officers must not only comply with applicable law, but also must
engage in and promote honest and ethical conduct and abide by any other policies
and procedures that may be adopted by the Liquidating Trust to govern the
conduct of its affairs.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

     Senior Officers are required to comply with the laws, rules and regulations
that govern the conduct of the Liquidating Trust's affairs and to report any
suspected violations in accordance with the section below entitled "Compliance
with Code of Ethics."

CONFLICTS OF INTEREST

     The obligation of Senior Officers to conduct the Liquidating Trust's
affairs in an honest and ethical manner includes the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships. No Senior Officer shall make any investment, accept any position
or benefits, participate in any transaction or business arrangement or otherwise
act in a manner that creates or appears to create a conflict of interest unless
the Senior Officer makes full disclosure of all facts and circumstances to, and
obtains the prior approval of, the Liquidating Trustees.

DISCLOSURES

     It is the Liquidating Trust's policy to make full, fair, accurate, timely
and understandable disclosure in compliance with all applicable laws and
regulations in all reports and documents that the Liquidating Trust files with,
or submits to, the Securities and Exchange Commission and in all other public
communications made by the Liquidating Trust. Senior Officers are required to
promote compliance with this policy and to abide by any policies and procedures
that may be adopted by the Liquidating Trust to promote compliance with this
policy.

COMPLIANCE WITH CODE OF ETHICS

     If a Senior Officer knows of or suspects a violation of applicable laws,
rules or regulations or this Code of Ethics, he or she must immediately report
that information to the Liquidating Trustees. No person will be subject to
retaliation because of a good faith report of a suspected violation.

     Violations of this Code of Ethics may result in disciplinary action, up to
and including discharge. The Liquidating Trustees shall determine, or shall
designate appropriate persons to determine, appropriate action in response to
violations of this Code.


WAIVERS OF CODE OF ETHICS

     If a Senior Officer would like to seek a waiver of the Code of Ethics, he
or she must make full disclosure of his or her particular circumstances to the
Liquidating Trustees. Amendments to, and waivers of, this Code of Ethics will be
publicly disclosed as required by applicable law and regulations.

NO RIGHTS CREATED

     This Code of Ethics is a statement of certain fundamental principles,
policies and procedures that govern the Liquidating Trust's Senior Officers in
the conduct of the Liquidating Trust's affairs. It is not intended to and does
not create any rights in any employee, consultant, holder of units of beneficial
interest or any other person or entity.

                                        2