**Exhibit 31.2**

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**CERTIFICATION**

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I, Tod A. Nestor, certifythat:

 

1.                   I have reviewed this Quarterly Report on Form 10-Qof The Penn Traffic Company;

 

2.                   Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.                   Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report;

 

4.                   The registrant's other certifying officerand I are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a)                  Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under oursupervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared; 

 

b)                  Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designedunder our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles; 

 

c)                   Evaluated the effectiveness of theregistrant's disclosure controls and procedures and presented in this reportour conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and 

 

d)                  Disclosed inthis report any change in the registrant's internal control over financialreporting that occurred during the registrant's most recent fiscal quarter (theregistrant's fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant's internal control over financial reporting; and 

 

5.                   The registrant’s other certifying officer and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalentfunctions):

 

a)                  All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record,process, summarize and report financial information; and

 

b)                  Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant’sinternal control over financial reporting.

 

 
| Date: May 14, 2008 | By:    |   /s/ Tod A.  Nestor                                              |
|-------------------------|--------|-----------------------------------------------------------------------------|
|                    |   |   Tod A.  Nestor                                                  |
|                    |   |   Senior Vice  President and Chief Financial    Officer |

 

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