SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

         (X) AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended January 30, 1999
                                       OR
       ( ) AMENDMENT TO TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from____________ to __________

Commission file number  1-9930

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

                   DELAWARE                           25-0716800
                   --------                           ----------
         (State or other jurisdiction              (I.R.S. Employer
       of incorporation or organization)          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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, 
                                                            $1.25 par value

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past ninety (90) days.

                                 YES [X] NO [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         The aggregate market value of voting stock held by non-affiliates of
the Registrant was $2,266,245 as of April 23, 1999.

       Common Stock $1.25 par value Shares outstanding - 10,695,491 as of
                                 April 23, 1999
       ------------------------------------------------------------------

         The undersigned registrant hereby amends Exhibit 23.1 of its Annual
Report on Form 10-K, filed on April 30, 1999, for the fiscal year ended January
30, 1999 as set forth below:
<PAGE>

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

   
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-32307) of The Penn Traffic Company of our report
dated March 26, 1999, except for Note 2 as to which the date is April 5, 1999,
relating to the consolidated financial statements of The Penn Traffic Company
which appears on page 30 of the Annual Report on Form 10-K.
    


PricewaterhouseCoopers LLP

Syracuse, New York
April 29, 1999
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                  THE PENN TRAFFIC COMPANY


         May 3, 1999              By: /s/ Joseph V. Fisher
         -----------                  --------------------
            DATE                      Joseph V. Fisher,
                                      President, Chief Executive
                                      Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.


/s/ Gary D. Hirsch                   /s/ Robert J. Davis
------------------                   -------------------
Gary D. Hirsch, Chairman of the      Robert J. Davis,
Board and Director                   Senior Vice President and
                                     Chief Financial Officer
         May 3, 1999
         -----------
            DATE                          May 3, 1999
                                          -----------   
                                              DATE

/s/ Eugene A. DePalma                /s/ Randy P. Martin
---------------------                -------------------
Eugene A. DePalma, Director          Randy P. Martin,
                                     Vice President Finance and
                                     Chief Accounting Officer

         May 3, 1999                      May 3, 1999
         -----------                      -----------
            DATE                              DATE


/s/ Martin A. Fox                    /s/ Susan E. Engel
-----------------                    ------------------
Martin A. Fox, Director              Susan E. Engel, Director

         May 3, 1999                      May 3, 1999
         -----------                      -----------
            DATE                              DATE


/s/ James A. Lash                    /s/ Claude J. Incaudo
-----------------                    ---------------------
James A. Lash, Director              Claude J. Incaudo, Director

         May 3, 1999                      May 3, 1999
         -----------                      -----------
            DATE                              DATE


/s/ Richard D. Segal                 /s/ Harold S. Poster
--------------------                 --------------------
Richard D. Segal, Director           Harold S. Poster, Director

         May 3, 1999                      May 3, 1999
         -----------                      -----------
            DATE                              DATE