8-K

                                  UNITED STATES
                       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 30, 2004


                            THE PENN TRAFFIC COMPANY
             (Exact name of registrant as specified in its charter)




DELAWARE                            1-9930                   25-0716800
(State or other jurisdiction        (Commission              ( I.R.S. Employer
 of incorporation)                  File Number)             Identification No.)


1200 STATE FAIR BOULEVARD, SYRACUSE, NEW YORK        13221-4737
(Address of principal executive offices)             (zip code)


Registrant's telephone number, including area code:  (315) 453-7284




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ITEM 5.           OTHER EVENTS

                  On March 30, 2004 the registrant issued the press release
attached as Exhibit 99.1 to this report, which is incorporated by reference into
this Item.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

                  The press release of the registrant is attached as Exhibit
99.1 to this report.




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                                   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 hereunto duly authorized.

Date:  April 1, 2004


                                    THE PENN TRAFFIC COMPANY


                                    By: /s/ Francis D. Price, Jr.
                                        ---------------------------------------
                                        Name:   Francis D. Price, Jr.
                                        Title:  Vice President




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                                  EXHIBIT LIST


         EXHIBIT           DESCRIPTION
         -------           -----------

         99.1              Press Release dated March 30, 2004.

EX-99

                                                                    EXHIBIT 99.1
                                                                    ------------



[GRAPHIC OMITTED]
[LOGO - THE PENN TRAFFIC COMPANY]


FOR IMMEDIATE RELEASE                   CONTACT:    Marc Jampole
                                                    Jampole Communications, Inc.
                                                    412-471-2463



                PENN TRAFFIC NAMES LONG-TIME COMPANY EXECUTIVE AS
                                   NEW LEADER


         SYRACUSE, NEW YORK, MARCH 30, 2004 -- The Penn Traffic Company (OTC:
PNFTQ.PK) today announced that it has appointed Robert Chapman as its new
President and Chief Executive Officer, subject to the approval of the U.S.
Bankruptcy Court for the Southern District of New York. A long-time Penn Traffic
executive, Mr. Chapman has been serving as Vice President of Wholesale/Franchise
Operations since 1999.

         "Bob is an experienced and successful supermarket operator, with a
strong track record of improving operations and building sales," said James A
Demme, Penn Traffic's Chairman of the Board. "His successful experience building
and maintaining our wholesale business is very important because one of the
company's goals coming out of bankruptcy is to grow the wholesale division
further, making it an even more important part of our overall business."

         "Becoming president of the company I have been a part of for most of my
career is a dream come true," said Mr. Chapman. "We are about to enter an
exciting new era of growth and vitality at Penn Traffic. Under my leadership, I
pledge that every Penn Traffic supermarket will be a clean, well-stocked and
friendly place to shop for the broadest selection of fresh food products at good
prices."

         "During our extensive search, it became evident that none of the
candidates from outside the company could match Bob's package of supermarket
experience, leadership capabilities and knowledge of the company," said Mr.
Demme. "Bob's long-term tenure with Penn Traffic and history of success under
trying circumstances give him a unique set of skills that are best suited for
successfully moving Penn Traffic from bankruptcy to a profitable, viable company
in the future." The appointment of Mr. Chapman comes after a six-month national
search during which time Steven G. Panagos, Penn Traffic's Chief Restructuring
Officer, served as Interim CEO.




         Bob Chapman joined P&C Foods as a part-time store employee in 1968 and
became a store manager in 1974. Over the past 36 years, Mr. Chapman has held a
number of positions of increasing authority first at P&C and later at Penn
Traffic after it purchased P&C in 1988. He has distinguished himself as Director
of Store Operations, Director of Franchise Operations and Vice President of
Wholesale and Franchise Operations. Mr. Chapman has also served on a number of
important Penn Traffic internal committees, including the Operations Steering
Committee and the Strategic Business Reorganization Committee.

         "Everyone who has worked with Bob recognizes his ability to gain the
trust of others and improve employee morale," said Mr. Demme. "Bob knows how to
build the strong team spirit we need to achieve Company goals. Most importantly,
Bob understands Penn Traffic, its employees and its roots. He knows first hand
the commitment, hard work and dedication our employees have displayed both under
good times and during the stressful and trying circumstances of our recent
history. Bob will be able to successfully lead our company into the future as
one team, working together with a sense of pride and ownership."

         Penn Traffic entered chapter 11 in May 2003 with the intention to exit
reorganization as soon as possible as a stronger, more competitive company. In
January 2004, the Company exited its Ohio and West Virginia markets. More
information about Penn Traffic's reorganization case is available at the
following phone numbers: Employees: 877-807-7097 (toll-free); Customers:
800-724-0205 (toll-free); Vendors and Suppliers: 315-461-2341.

FORWARD-LOOKING STATEMENTS

         This press release contains forward-looking statements, as defined in
the Private Securities Litigation Reform Act of 1995, as amended, reflecting
management's current analysis and expectations, based on what management
believes to be reasonable assumptions. These forward-looking statements include
statements relating to our anticipated financial performance and business
prospects. Statements preceded by, followed by or that include words such as
`believe,' `anticipate,' `estimate,' `expect,' `could,' and other similar
expressions are to be considered such forward-looking statements.
Forward-looking statements may involve known and unknown risks, uncertainties
and other factors, which may cause the actual results to differ materially from
those projected, stated or implied, depending on such factors as: the ability of
the Company to improve its operating performance and effectuate its business
plans; the ability of the Company to continue as a going concern; the ability of
the Company to operate pursuant to the terms of its credit facilities and to
comply with the terms of its lending agreements or to amend or modify the terms
of such agreements as may be needed from time to time; its ability to generate
cash; its ability to attract and maintain adequate capital; its ability to
refinance; increases in prevailing interest rates; court approval of the
Company's motions prosecuted by it from time to time; the ability of the Company
to develop, prosecute, confirm and consummate one or more plans of
reorganization with respect to the chapter 11 cases; risks associated with third
parties seeking and obtaining court approval to terminate or shorten the
exclusivity period for the


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Company to propose and confirm one or more plans of reorganization; the ability
of the Company to obtain trade credit, and shipments and terms with vendors and
service providers for current orders; the Company's ability to maintain
contracts that are critical to its operations; potential adverse developments
with respect to the Company's liquidity or results of operations; general
economic and business conditions; competition, including increased capital
investment and promotional activity by the Company's competitors; availability,
location and terms of sites for store development; the successful implementation
of the Company's capital expenditure program; labor relations; labor and
employee benefit costs including increases in health care and pension costs and
the level of contributions to the Company sponsored pension plans; the result of
the pursuit of strategic alternatives; economic and competitive uncertainties;
changes in strategies; changes in generally accepted accounting principles;
adverse changes in economic and political climates around the world, including
terrorist activities and international hostilities; and the outcome of pending
or yet-to-be-instituted legal proceedings and governmental investigations. The
Company cautions that the foregoing list of important factors is not exhaustive.
Accordingly, there can be no assurance that the Company will meet future
results, performance or achievements expressed or implied by such
forward-looking statements. This paragraph is included to provide safe harbor
for forward-looking statements, which are not generally required to be publicly
revised as circumstances change, and which the Company does not intend to
update.


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         The Penn Traffic Company operates 111 supermarkets in Pennsylvania,
upstate New York, Vermont and New Hampshire under the BiLo, P&C and Quality
trade names. Penn Traffic also operates a wholesale food distribution business
serving 78 licensed franchises and 42 independent operators.


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