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

                                October 26, 1995
                ________________________________________________
                Date of report (Date of earliest event reported)

                            Petrie Stores Corporation
             ______________________________________________________
               (Exact Name of Registrant as Specified in Charter)

            New York              1-6166             36-2137966
          ______________    _____________________  __________________
          (State of         (Commission File No.)   (IRS Employer
          Incorporation)                            Identification No.)

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

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

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


          Item 2.   Acquisition or Disposition of Assets.

                    In accordance with the Plan of Liquidation and
          Dissolution (the "Plan of Liquidation") of Petrie Stores
          Corporation, a New York corporation ("Petrie"), approved
          by Petrie's shareholders at Petrie's Reconvened Annual
          Meeting of Shareholders held on January 24, 1995, on
          October 25 and 26, 1995, Petrie sold (the "Sale") an
          aggregate of 3,000,000 shares of common stock, par value
          $.10 per share, of Toys "R" Us, Inc., a Delaware
          corporation ("Toys Common Stock"), or approximately 29.8%
          of the Toys Common Stock held by Petrie.  The aggregate
          consideration for the Sale, after commissions, was
          approximately $66 million.  Petrie does not expect to
          incur any tax on the Sale.

                    The Sale was made in order for Petrie to
          diversify its assets in light of the recent decline in
          the price per share of Toys Common Stock and the recent
          bankruptcy filing by Petrie Retail, Inc., a Delaware
          corporation and a former wholly-owned subsidiary of
          Petrie to which all of Petrie's and its subsidiaries'
          retail operations were transferred in December 1994
          ("Petrie Retail").  As a result of such bankruptcy,
          Petrie may be called upon to satisfy certain lease and
          other obligations (such other obligations are not
          expected to result in a material liability for Petrie) of
          Petrie Retail and its subsidiaries.  Petrie's potential
          liability as a guarantor of certain lease obligations of
          Petrie Retail and its subsidiaries will depend on, among
          other things, the extent to which Petrie Retail rejects
          leases in bankruptcy with respect to which Petrie is a
          guarantor and the extent to which landlords of leases
          which are rejected in bankruptcy find new tenants for the
          properties underlying such leases.  No assurance can be
          given as to what the ultimate effect of Petrie Retail's
          bankruptcy filing will be with respect to the lease
          guarantees and other liabilities of Petrie.

                    Following the Sale, Petrie holds 7,055,576
          shares of Toys Common Stock and approximately $86 million
          in cash and cash equivalents (including the proceeds of
          the Sale).  Cash equivalents are invested, directly or
          indirectly, in obligations of the United States Treasury
          and certain agencies or instrumentalities of the United
          States Government.  If the Sale had taken place on July
          29, 1995, the last day of Petrie's second quarterly
          period, and Petrie's Quarterly Report on Form 10-Q for
          such quarterly period had reflected the Sale and the
          second liquidating distribution that occurred on August
          15, 1995, Petrie's investment in Toys Common Stock would
          have been reduced by approximately $236.8 million,
          Petrie's deferred income tax liability would have been
          reduced by approximately $57.5 million, Petrie's cash and
          cash equivalents would have been increased by
          approximately $66 million, and a net loss of
          approximately $19 million would have been recorded,
          resulting in net assets in liquidation as of July 29,
          1995 of approximately $227.2 million.

                    Pursuant to Petrie's Plan of Liquidation,
          Petrie intends to complete its liquidation by January 24,
          1996, or as soon thereafter as is practicable.
          Thereafter, Petrie will place its then remaining shares
          of Toys Common Stock, cash and cash equivalents and any
          other assets in a liquidating trust (the "Liquidating
          Trust") and Petrie's shareholders will become holders of
          beneficial interests in the Liquidating Trust. 
          Additional distributions of shares of Toys Common Stock
          and/or cash held by Petrie will be made from time to time
          to holders of beneficial interests in the Liquidating
          Trust to the extent that such assets are no longer needed
          to provide for Petrie's actual and contingent
          liabilities.  It has not yet been determined whether
          Petrie will make another liquidating distribution prior
          to establishing the Liquidating Trust.

                    A copy of the Plan of Liquidation was previously 
          filed as an exhibit to Petrie's Proxy Statement, dated as 
          of November 17, 1994, and is incorporated herein by reference.


                             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.

          Dated:  November 2, 1995

                                 PETRIE STORES CORPORATION

                                 By: /s/ STEPHANIE R. JOSEPH
                                     Stephanie R. Joseph
                                     Secretary and Principal 
                                     Legal Officer