As filed with the Securities and Exchange Commission on July 29,
1997

                                    Registration Number 333-
                                                            -----
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                         --------------
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                         --------------
                                
                    THE PENN TRAFFIC COMPANY
     (Exact name of registrant as specified in its charter)


            Delaware                             25-0716800
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)

   1200 State Fair Boulevard                     13221-4737
       Syracuse, New York                        (Zip Code)
      (Address of Principal
       Executive Offices)
                                
                                
    THE PENN TRAFFIC COMPANY 1997 PERFORMANCE INCENTIVE PLAN
                      (Full Title of Plan)
                                
                   Francis D. Price, Jr., Esq.
               Vice President and General Counsel
                    The Penn Traffic Company
                    1200 State Fair Boulevard
                 Syracuse, New York  13221-4737
             (Name and address of agent for service)
                         (315) 453-7284
  (Telephone number, including area code, of agent for service)
                                
                         --------------
                                
                           Copies to:
                      John J. McCann, Esq.
                 Donovan Leisure Newton & Irvine
                      30 Rockefeller Plaza
                    New York, New York  10112
                         (212) 632-3345
                                
                         --------------

CALCULATION OF REGISTRATION FEE
<TABLE>
=======================================================================
============
<CAPTION>
                                                         
  TITLE OF        AMOUNT        PROPOSED      PROPOSED     AMOUNT OF
 SECURITIES       TO BE         MAXIMUM       MAXIMUM     REGISTRATION
     TO        REGISTERED(1)    OFFERING     AGGREGATE       FEE
     BE                        PRICE PER      OFFERING
 REGISTERED                     UNIT(1)       PRICE(1)
  ---------------------------------------------------------------------
--------------
<S>                <C>          <C>        <C>             <C>
Common Stock       363,100      $4.0625    $ 1,475,093.80  $  447.00
  par value $1.25   23,500       6.3750        149,812.50      45.40
  per share        652,000       7.6875      5,012,250.00   1,518.86
                   461,400        7.625      3,518,175.00   1,066.11
Total            1,500,000                 $10,155,331.30  $3,077.37
                                   
                                                   
  ---------------------------------------------------------------------
--------------
  =====================================================================
==============
<FN>

(1)  Represents shares of Common Stock issued or issuable under
     the Penn Traffic Company 1997 Performance Incentive Plan
     (the "Incentive Plan") or shares of Common Stock issuable
     upon exercise of options granted or to be granted under the
     Incentive Plan.  Includes 363,100 shares with respect to
     which options have been granted at an exercise price of
     4.0625 per share, 23,500 shares with respect to which
     options have been granted at an exercise price of 6.3750 and
     652,000 shares with respect to which options have been
     granted at an exercise price of 7.6875.  An additional
     461,400 shares are available for issuance under the
     Incentive Plan.  Pursuant to Rule 457(h) under the
     Securities Act of 1933 as amended (the "Securities Act"),
     the offering price for these additional shares is estimated
     for the sole purpose of computing the registration fee.
     Pursuant to Securities Act Rule 457(c), the proposed maximum
     offering price for these additional shares is calculated as
     the average of the high and low prices, reported by the New
     York Stock Exchange, Inc., of the Common Stock of the
     registrant as of July 25, 1997.
</FN>
</TABLE>


                             PART I
                                
      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
          
          The documents containing information specified in
Part I of Form S-8 will be sent or given to employees
participating in the Plan as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended.  Those documents and the
documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as
amended.
<PAGE>

                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
          
         The following documents filed with the Commission by
The Penn Traffic Company ("Penn Traffic") (File No. 1-9930) are
incorporated herein by reference and made a part hereof:
     
     (a)  Penn Traffic's Annual Report on Form 10-K for the
          fiscal year ended February 1, 1997;

     (b)  Penn Traffic's Quarterly Report on Form 10-Q for the
          quarter ended May 3, 1997; and
          
     (c)  the description of the Common Stock of Penn Traffic
          contained in its Registration Statement on Form 8-A
          filed on December 14, 1994 pursuant to Section 12 of
          the Securities Exchange Act of 1934 (the "Exchange
          Act"), which description is qualified in its entirety
          by reference to any amendment or report filed for the
          purpose of updating that description.
          
         All documents filed by Penn Traffic pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorpo
rated by reference in this Registration Statement, to be part
hereof from the date of filing of such documents.
         
         The consolidated financial statements and financial
statement schedules of Penn Traffic included in or incorporated
by reference in Penn Traffic's Annual Report on Form 10-K for the
fiscal year ended February 1, 1997 have been incorporated herein
by reference in reliance upon the reports, also incorporated
herein by reference, of Price Waterhouse, LLP, independent
certified public accountants, given on their authority as experts
in auditing and accounting.

ITEM 4.  DESCRIPTION OF SECURITIES.
          
         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
          
         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         
         Penn Traffic is a Delaware corporation.  Reference is
made to Section 145 of the Delaware General Corporation Law as to
indemnification by Penn Traffic of its officers and directors.
The general effect of such law is to empower a corporation to
indemnify any of its officers and directors against certain
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
the person to be indemnified in connection with certain actions,
suits or proceedings (threatened, pending or completed) if the
person to be indemnified acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
         
         Article Eighth of Penn Traffic's Certificate of
Incorporation, as amended (which Certificate of Incorporation is
incorporated by reference as Exhibit 3.1 to this Registration
Statement), provides for the indemnification of Penn Traffic's
officers and directors in accordance with the Delaware General
Corporation Law, and includes, as permitted by the Delaware
General Corporation Law, certain limitations on the potential
personal liability of members of Penn Traffic's Board of
Directors for monetary damages as a result of actions taken in
their capacity as Board members.
          
         The directors and officers of Penn Traffic, are covered
by insurance policies indemnifying them against certain
liabilities arising under the Securities Act, which might be
incurred by them in such capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
          
         Not applicable.

ITEM 8.  EXHIBITS.
          
         The documents listed hereunder are filed as exhibits
hereto.

Exhibit Number      Description
--------------      -----------

    3.1             Certificate of Incorporation of Penn Traffic
                    (incorporated by reference to Exhibit 3.1 to Penn Traffic's
                    Registration Statement on Form S-3 (Reg. No. 33-51824) filed
                    on October 2, 1992 with the Securities and Exchange
                    Commission.

    4.1             The Penn Traffic Company 1997 Performance Incentive
                    Plan.

    5               Opinion and Consent of Donovan
                    Leisure Newton & Irvine.

    23.1            Consent of Donovan Leisure Newton & Irvine (included in
                    Exhibit 5 hereto).

    23.2            Consent of Price Waterhouse, LLP dated July 28, 1997.

    24              Powers of Attorney.

ITEM 9.  UNDERTAKINGS.
     
     (a)  The undersigned registrant hereby undertakes:
          
          (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
               
                (i) to include any prospectus required by
     Section 10(a)(3) of the Securities Act of 1933;
               
               (ii) to reflect in the prospectus any facts or
     events arising after the effective date of the Registration
     Statement (or the most recent post-effective amendment
     thereof) which, individually or in the aggregate, represent
     a fundamental change in the information set forth in the
     Registration Statement; and
               
               (iii) to include any material information with
     respect to the plan of distribution not previously disclosed
     in the Registration Statement or any material change to such
     information in the Registration Statement; provided,
                                                --------     
     however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     -------
     do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in
     periodic reports filed with or furnished to the Commission
     by the registrant pursuant to Section 13 or Section 15(d) of
     the Securities Exchange Act of 1934 that are incorporated by
     reference in the Registration Statement.
          
          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
          
          (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
     
     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
     
     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

<PAGE>
                                
                           SIGNATURES
          
          Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Syracuse, State of New York, on the
29th day of July, 1997.

                           THE PENN TRAFFIC COMPANY
                           
                           
                           By  /s/ Philip E. Hawkins
                             -----------------------------
                                Philip E. Hawkins
                                President and Chief Executive
                                Officer
          
          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.


Date:  July 29, 1997       By:  /s/ Philip E. Hawkins
                               -----------------------------
                                Philip E. Hawkins
                                President and Chief Executive
                                Officer(principal executive
                                officer)

Date:  July 29, 1997       By:  /s/ Gary D. Hirsch *
                               -----------------------------
                                Gary D. Hirsch
                                Chairman of the Board and
                                Director



<FN1>
-----------------
*  By:  /s/ Francis D. Price, Esq.
   -----------------------------
   Francis D. Price, Esq.
   Attorney-in-fact
<\FN1>

Date:  July 29, 1997       By:  /s/ Martin A. Fox *
                               -----------------------------
                                Martin A. Fox
                                Director


Date:  July 29, 1997       By:  /s/ Robert J. Davis
                               -----------------------------
                                Robert J. Davis
                                Senior Vice President - Finance
                                and Chief Financial Officer
                                (principal accounting officer
                                and principal financial officer)


Date:  July 29, 1997       By:  /s/ Eugene A. DePalma *
                               -----------------------------
                                Eugene A. DePalma
                                Director


Date:  July 29, 1997       By:  /s/ Susan E. Engel *
                               -----------------------------
                                Susan E. Engel
                                Director


Date:  July 29, 1997       By:  /s/ Claude J. Incaudo *
                               -----------------------------
                                Claude J. Incaudo
                                Director



<FN2>
-----------------
*  By:  /s/ Francis D. Price, Esq.
   -----------------------------
   Francis D. Price, Esq.
   Attorney-in-fact
<\FN2>

Date:  July 29, 1997       By:  /s/ James A. Lash *
                               -----------------------------
                                James A. Lash
                                Director

Date:  July 29, 1997       By:  /s/ Harold S. Poster *
                               -----------------------------
                                Harold S. Poster
                                Director


Date:  July 29, 1997       By:  /s/ Richard D. Segal *
                               -----------------------------
                                Richard D. Segal
                                Director















<FN3>
-----------------
*  By:  /s/ Francis D. Price, Esq.
   -----------------------------
   Francis D. Price, Esq.
   Attorney-in-fact
<\FN3>

<PAGE>
                      INDEX TO EXHIBITS

Exhibit Number         Description
--------------         -----------

      3.1              Certificate of Incorporation of
                       Penn Traffic (incorporated by
                       reference to Exhibit 3.1 to Penn
                       Traffic's Registration Statement on
                       Form S-3 (Reg. No. 33-51824) filed on
                       October 2, 1992 with the Securities
                       and Exchange Commission.

       4.1             The Penn Traffic Company 1997
                       Performance Incentive Plan.

       5               Opinion and Consent of Donovan
                       Leisure Newton & Irvine.

       23.1            Consent of Donovan Leisure Newton
                       & Irvine (included in Exhibit 5
                       hereto).

       23.2            Consent of Price Waterhouse, LLP
                       dated July 28, 1997.
                    
       24              Powers of Attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19022}]
{"company-data": {"conformed-name": "PENN TRAFFIC CO", "cik": "0000077155", "assigned-sic": "5411", "irs-number": "250716800", "state-of-incorporation": "PA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32307", "film-number": "97647166"}, "business-address": {"street1": "1200 STATE FAIR BLVD", "city": "SRYACUSE", "state": "NY", "zip": "13221-4737", "phone": "8145369900"}, "mail-address": {"street1": "1200 STATE FAIR BLVD", "city": "SYRACUSE", "state": "NY", "zip": "13221-4737"}}
As filed with the Securities and Exchange Commission on July 29,
1997

                                    Registration Number 333-
                                                            -----
                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                         --------------
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                         --------------
                                
                    THE PENN TRAFFIC COMPANY
     (Exact name of registrant as specified in its charter)

            Delaware                             25-0716800
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
incorporation or organization)

   1200 State Fair Boulevard                     13221-4737
       Syracuse, New York                        (Zip Code)
      (Address of Principal
       Executive Offices)
                                
                                
    THE PENN TRAFFIC COMPANY 1997 PERFORMANCE INCENTIVE PLAN
                      (Full Title of Plan)
                                
                   Francis D. Price, Jr., Esq.
               Vice President and General Counsel
                    The Penn Traffic Company
                    1200 State Fair Boulevard
                 Syracuse, New York  13221-4737
             (Name and address of agent for service)
                         (315) 453-7284
  (Telephone number, including area code, of agent for service)
                                
                         --------------
                                
                           Copies to:
                      John J. McCann, Esq.
                 Donovan Leisure Newton & Irvine
                      30 Rockefeller Plaza
                    New York, New York  10112
                         (212) 632-3345
                                
                         --------------

CALCULATION OF REGISTRATION FEE

=======================================================================
============
TITLE OF        AMOUNT        PROPOSED      PROPOSED     AMOUNT OF
 SECURITIES       TO BE         MAXIMUM       MAXIMUM     REGISTRATION
     TO        REGISTERED(1)    OFFERING     AGGREGATE       FEE
     BE                        PRICE PER      OFFERING
 REGISTERED                     UNIT(1)       PRICE(1)
  ---------------------------------------------------------------------
--------------
Common Stock       363,100      $4.0625    $ 1,475,093.80  $  447.00
  par value $1.25   23,500       6.3750        149,812.50      45.40
  per share        652,000       7.6875      5,012,250.00   1,518.86
                   461,400        7.625      3,518,175.00   1,066.11
Total            1,500,000                 $10,155,331.30  $3,077.37
                                   
                                                   
  ---------------------------------------------------------------------
--------------
  =====================================================================
==============
(1)  Represents shares of Common Stock issued or issuable under
     the Penn Traffic Company 1997 Performance Incentive Plan
     (the "Incentive Plan") or shares of Common Stock issuable
     upon exercise of options granted or to be granted under the
     Incentive Plan.  Includes 363,100 shares with respect to
     which options have been granted at an exercise price of
     4.0625 per share, 23,500 shares with respect to which
     options have been granted at an exercise price of 6.3750 and
     652,000 shares with respect to which options have been
     granted at an exercise price of 7.6875.  An additional
     461,400 shares are available for issuance under the
     Incentive Plan.  Pursuant to Rule 457(h) under the
     Securities Act of 1933 as amended (the "Securities Act"),
     the offering price for these additional shares is estimated
     for the sole purpose of computing the registration fee.
     Pursuant to Securities Act Rule 457(c), the proposed maximum
     offering price for these additional shares is calculated as
     the average of the high and low prices, reported by the New
     York Stock Exchange, Inc., of the Common Stock of the
     registrant as of July 25, 1997.
PART I
                                
      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
          
          The documents containing information specified in
Part I of Form S-8 will be sent or given to employees
participating in the Plan as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended.  Those documents and the
documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as
amended.
PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
          
         The following documents filed with the Commission by
The Penn Traffic Company ("Penn Traffic") (File No. 1-9930) are
incorporated herein by reference and made a part hereof:
     
     (a)  Penn Traffic's Annual Report on Form 10-K for the
          fiscal year ended February 1, 1997;

     (b)  Penn Traffic's Quarterly Report on Form 10-Q for the
          quarter ended May 3, 1997; and
          
     (c)  the description of the Common Stock of Penn Traffic
          contained in its Registration Statement on Form 8-A
          filed on December 14, 1994 pursuant to Section 12 of
          the Securities Exchange Act of 1934 (the "Exchange
          Act"), which description is qualified in its entirety
          by reference to any amendment or report filed for the
          purpose of updating that description.
          
         All documents filed by Penn Traffic pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorpo
rated by reference in this Registration Statement, to be part
hereof from the date of filing of such documents.
         
         The consolidated financial statements and financial
statement schedules of Penn Traffic included in or incorporated
by reference in Penn Traffic's Annual Report on Form 10-K for the
fiscal year ended February 1, 1997 have been incorporated herein
by reference in reliance upon the reports, also incorporated
herein by reference, of Price Waterhouse, LLP, independent
certified public accountants, given on their authority as experts
in auditing and accounting.

ITEM 4.  DESCRIPTION OF SECURITIES.
          
         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
          
         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         
         Penn Traffic is a Delaware corporation.  Reference is
made to Section 145 of the Delaware General Corporation Law as to
indemnification by Penn Traffic of its officers and directors.
The general effect of such law is to empower a corporation to
indemnify any of its officers and directors against certain
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
the person to be indemnified in connection with certain actions,
suits or proceedings (threatened, pending or completed) if the
person to be indemnified acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
         
         Article Eighth of Penn Traffic's Certificate of
Incorporation, as amended (which Certificate of Incorporation is
incorporated by reference as Exhibit 3.1 to this Registration
Statement), provides for the indemnification of Penn Traffic's
officers and directors in accordance with the Delaware General
Corporation Law, and includes, as permitted by the Delaware
General Corporation Law, certain limitations on the potential
personal liability of members of Penn Traffic's Board of
Directors for monetary damages as a result of actions taken in
their capacity as Board members.
          
         The directors and officers of Penn Traffic, are covered
by insurance policies indemnifying them against certain
liabilities arising under the Securities Act, which might be
incurred by them in such capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
          
         Not applicable.

ITEM 8.  EXHIBITS.
          
         The documents listed hereunder are filed as exhibits
hereto.

Exhibit Number      Description
--------------      -----------

    3.1             Certificate of Incorporation of Penn Traffic
                    (incorporated by reference to Exhibit 3.1 to Penn Traffic's
                    Registration Statement on Form S-3 (Reg. No. 33-51824) filed
                    on October 2, 1992 with the Securities and Exchange
                    Commission.

    4.1             The Penn Traffic Company 1997 Performance Incentive
                    Plan.

    5               Opinion and Consent of Donovan
                    Leisure Newton & Irvine.

    23.1            Consent of Donovan Leisure Newton & Irvine (included in
                    Exhibit 5 hereto).

    23.2            Consent of Price Waterhouse, LLP dated July 28, 1997.

    24              Powers of Attorney.

ITEM 9.  UNDERTAKINGS.
     
     (a)  The undersigned registrant hereby undertakes:
          
          (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
               
                (i) to include any prospectus required by
     Section 10(a)(3) of the Securities Act of 1933;
               
               (ii) to reflect in the prospectus any facts or
     events arising after the effective date of the Registration
     Statement (or the most recent post-effective amendment
     thereof) which, individually or in the aggregate, represent
     a fundamental change in the information set forth in the
     Registration Statement; and
               
               (iii) to include any material information with
     respect to the plan of distribution not previously disclosed
     in the Registration Statement or any material change to such
     information in the Registration Statement; provided,
                                                --------     
     however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     -------
     do not apply if the information required to be included in a
     post-effective amendment by those paragraphs is contained in
     periodic reports filed with or furnished to the Commission
     by the registrant pursuant to Section 13 or Section 15(d) of
     the Securities Exchange Act of 1934 that are incorporated by
     reference in the Registration Statement.
          
          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
          
          (3)  To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
     
     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
     
     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
          
          Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Syracuse, State of New York, on the
29th day of July, 1997.

                           THE PENN TRAFFIC COMPANY
                           
                           
                           By  /s/ Philip E. Hawkins
                             -----------------------------
                                Philip E. Hawkins
                                President and Chief Executive
                                Officer
          
          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.

Date:  July 29, 1997       By:  /s/ Philip E. Hawkins
                               -----------------------------
                                Philip E. Hawkins
                                President and Chief Executive
                                Officer(principal executive
                                officer)

Date:  July 29, 1997       By:  /s/ Gary D. Hirsch *
                               -----------------------------
                                Gary D. Hirsch
                                Chairman of the Board and
                                Director
-----------------
*  By:  /s/ Francis D. Price, Esq.
   -----------------------------
   Francis D. Price, Esq.
   Attorney-in-fact
<\FN1>

Date:  July 29, 1997       By:  /s/ Martin A. Fox *
                               -----------------------------
                                Martin A. Fox
                                Director

Date:  July 29, 1997       By:  /s/ Robert J. Davis
                               -----------------------------
                                Robert J. Davis
                                Senior Vice President - Finance
                                and Chief Financial Officer
                                (principal accounting officer
                                and principal financial officer)

Date:  July 29, 1997       By:  /s/ Eugene A. DePalma *
                               -----------------------------
                                Eugene A. DePalma
                                Director

Date:  July 29, 1997       By:  /s/ Susan E. Engel *
                               -----------------------------
                                Susan E. Engel
                                Director

Date:  July 29, 1997       By:  /s/ Claude J. Incaudo *
                               -----------------------------
                                Claude J. Incaudo
                                Director
-----------------
*  By:  /s/ Francis D. Price, Esq.
   -----------------------------
   Francis D. Price, Esq.
   Attorney-in-fact
<\FN2>

Date:  July 29, 1997       By:  /s/ James A. Lash *
                               -----------------------------
                                James A. Lash
                                Director

Date:  July 29, 1997       By:  /s/ Harold S. Poster *
                               -----------------------------
                                Harold S. Poster
                                Director

Date:  July 29, 1997       By:  /s/ Richard D. Segal *
                               -----------------------------
                                Richard D. Segal
                                Director
-----------------
*  By:  /s/ Francis D. Price, Esq.
   -----------------------------
   Francis D. Price, Esq.
   Attorney-in-fact
<\FN3>
INDEX TO EXHIBITS

Exhibit Number         Description
--------------         -----------

      3.1              Certificate of Incorporation of
                       Penn Traffic (incorporated by
                       reference to Exhibit 3.1 to Penn
                       Traffic's Registration Statement on
                       Form S-3 (Reg. No. 33-51824) filed on
                       October 2, 1992 with the Securities
                       and Exchange Commission.

       4.1             The Penn Traffic Company 1997
                       Performance Incentive Plan.

       5               Opinion and Consent of Donovan
                       Leisure Newton & Irvine.

       23.1            Consent of Donovan Leisure Newton
                       & Irvine (included in Exhibit 5
                       hereto).

       23.2            Consent of Price Waterhouse, LLP
                       dated July 28, 1997.
                    
       24              Powers of Attorney.