SECURITIES AND EXCHANGE COMMISSION

                   WASHINGTON, D.C.  20549

       

                          FORM 8-K

                      CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported):  March 24, 1995

                        PETRIE STORES CORPORATION
             (Exact Name of Registrant as Specified in Charter)

       New York                      1-6166                36-213-7966     
 (State or Other Jurisdiction of   (Commission)        (I.R.S. Employer 
 Incorporation)                    File Number)        Identification No.)

    70 Enterprise Avenue, Secaucus, New Jersey                         07094
    (Address of Principal Executive Offices)                        (Zip Code)

    Registrant's telephone number, including area code          (201) 866-3600  

                                    N/A                                   
    (Former Name or Former Address, if Changed Since Last Report)

          Item 2.   Acquisition or Disposition of Assets.

                    On March 24, 1995, Petrie Stores Corporation, a
          New York corporation ("Petrie"), made an initial
          liquidating distribution (the "Distribution") to its
          shareholders of an aggregate of 26,174,552 shares of
          common stock, par value $.10 per share, of Toys "R" Us,
          Inc., a Delaware corporation ("Toys Common Stock"), or
          62.2% of the Toys Common Stock held by Petrie, pursuant
          to Petrie's Plan of Liquidation and Dissolution.  In the
          Distribution, Petrie shareholders received, without
          consideration, 0.5 of a share of Toys Common Stock for
          every share of Petrie common stock, par value $1.00 per
          share, held of record at the close of business on March
          16, 1995.

                    Following the Distribution, Petrie holds
          15,902,702 shares of Toys Common Stock.  Petrie expects
          to make another distribution of shares of Toys Common
          Stock sometime later this year as Petrie's contingent
          liabilities (the "Liabilities") are reduced.  Prior to
          such distribution, Petrie intends to enter into a hedge
          arrangement pursuant to which Petrie will hedge the value
          of its then remaining shares of Toys Common Stock. 
          Sometime during the second half of Petrie's current
          fiscal year, but not later than January 24, 1996, Petrie
          will place its then remaining shares of Toys Common Stock
          in a liquidating trust and Petrie's shareholders will
          become holders of beneficial interests in the liquidating
          trust.  Additional distributions of the shares of Toys
          Common Stock held by Petrie will be made from time to
          time to holders of beneficial interests in the
          liquidating trust to the extent that such shares are not
          needed to satisfy the Liabilities.

                    A copy of Petrie's Plan of Liquidation and
          Dissolution was previously filed as an exhibit to
          Petrie's Proxy Statement, dated as of November 17, 1995,
          and is incorporated herein by reference.


                                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.

          Dated:  March 28, 1995

                                 PETRIE STORES CORPORATION

                                 By: /s/ Hilda Kirschbaum Gerstein 
                                    Hilda Kirschbaum Gerstein
                                    President and Chief 
                                    Executive Officer