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): August 20, 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




                                                                               2


ITEM 5.           OTHER EVENTS

                  On August 20, 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.




                                                                               3


                                   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:  August 20, 2004


                                    THE PENN TRAFFIC COMPANY


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




                                                                               4


                                  EXHIBIT LIST


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

         99.1              Press Release dated August 20, 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 FILES PLAN TO EMERGE FROM CHAPTER 11

             COMPANY REORGANIZES AROUND 109 COMPANY-OPERATED STORES
                         WITH SIGNIFICANTLY REDUCED DEBT


SYRACUSE, NEW YORK -- AUGUST 20, 2004 - The Penn Traffic Company today announced
that it has filed its Plan of Reorganization with the U.S. Bankruptcy Court for
the Southern District of New York. Upon approval of the Plan by the Court, Penn
Traffic expects to emerge from chapter 11 in the fall of 2004 with significantly
reduced debt and with its core business intact, including 109 company-operated
stores, its wholesale/franchise business and the Penny Curtiss bakery.

Penn Traffic filed for chapter 11 protection on May 30, 2003 in order to
facilitate a restructuring of its operations and debt load. Upon consummation of
the Plan of Reorganization:

  >        Penn Traffic's post-petition secured lenders will be repaid in full
           in the approximate amount of $26 million;

  >        Holders of allowed unsecured claims in the approximate aggregate
           amount of $277 million will receive their pro rata share of 100% of
           the newly issued common stock of reorganized Penn Traffic, subject to
           dilution in respect of new common stock that may be issued to
           management of reorganized Penn Traffic and new common stock that may
           be issued in respect of a disputed claim in the amount of $125
           million asserted by the Pension Benefit Guaranty Corporation;

  >        Penn Traffic's existing common stock will be cancelled; and



  >        Up to 10% of the newly issued common stock in Penn Traffic will be
           reserved for issuance pursuant to management incentive stock grants.

Cash requirements to satisfy the Company's obligations under the Plan will be
funded from its excess cash and borrowings under a new secured exit financing
facility to be entered into by the Company. Prior to its chapter 11 filing, Penn
Traffic had approximately $337 million in funded debt. It is anticipated that
total debt upon the Company's expected emergence from chapter 11 in the fall of
2004 will be approximately $88 million.

The Company's filing of its Plan of Reorganization reflects the dramatic
turnaround in the Company's operating performance and financial condition since
it entered chapter 11. Key elements of the turnaround at Penn Traffic include:

  >        The sale or closing of unprofitable and non-core operations,
           including the Big Bear supermarket chain and approximately 37
           additional supermarkets.

  >        Substantial improvements in working capital management through
           changes in operating philosophy and discipline.

  >        Implementation of operating cost reductions through overhead
           reductions and facility consolidations.

  >        Implementation of new product, marketing and distribution
           initiatives.

  >        A greatly improved liquidity position - as of today's filing, Penn
           Traffic has paid down approximately $132 million in secured debt, and
           will convert an additional $105 million in funded debt and $172
           million in unsecured claims to equity in reorganized Penn Traffic.


                                       2


Robert Chapman, President and CEO of Penn Traffic, said: "We are extremely proud
of our achievements in restructuring Penn Traffic. The new Penn Traffic will
have a solid core of very healthy and competitive supermarkets, and our bakery
operations and wholesale/ franchise businesses remain strong. We believe the
steps we have taken to improve liquidity and operating performance, and to
dramatically reduce our debt, have put Penn Traffic on strong footing for the
future. This achievement is very much a testament to the hard work and
dedication of all of the Company's employees, as well as the loyal support of
our business partners. We are very excited to enter this new phase in Penn
Traffic's history."

                                      # # #




                                       3


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 theCompany 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.