UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

The Penn Traffic Company

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

707832309

(CUSIP Number)

Bay Harbour Management, L.C.

375 Park Avenue, 20th Floor

New York NY 10152

(212) 371-2211

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 10, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 707832309

1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)             Bay Harbour Management, L.C.
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)             OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6	Citizenship or Place of Organization             Florida

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7    Sole Voting Power
	8    Shared Voting Power                 1,788,457
	9    Sole Dispositive Power
	10    Shared Dispositive Power                 1,788,457

11	Aggregate Amount Beneficially Owned by Each Reporting Person             1,788,457
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13	Percent of Class Represented by Amount in Row (11)             20.7%
14	Type of Reporting Person (See Instructions)             IA

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CUSIP No. 707832309

1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)             Bay Harbour Master Ltd. (1)
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)             OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6	Citizenship or Place of Organization             Cayman Islands

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7    Sole Voting Power
	8    Shared Voting Power                 1,347,000
	9    Sole Dispositive Power
	10    Shared Dispositive Power                 1,347,000

11	Aggregate Amount Beneficially Owned by Each Reporting Person             1,347,000
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13	Percent of Class Represented by Amount in Row (11)             16.3%
14	Type of Reporting Person (See Instructions)             IV

(1) The Reporting Person is an investment fund advised by Bay Harbour Management, L.C. (the “Investment Manager”) and currently holds 1,347,000 shares of the Issuer’s Common Stock. The Reporting Person may be deemed to be the beneficial owner of the shares, and may be deemed to share voting and investment control with the Investment Manager. The Reporting Person may also be deemed to be part of a group with the Investment Manager and with other entities and accounts advised by the Investment Manager which, together with the 1,347,000 shares of the Issuer’s Common Stock held by the Reporting Person, hold an aggregate of 1,788,457 shares of the Issuer’s Common Stock.

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CUSIP No. 707832309

1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)             Trophy Hunter Investments, Ltd. (2)
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)             OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6	Citizenship or Place of Organization             Cayman Islands

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7    Sole Voting Power
	8    Shared Voting Power                 441,457
	9    Sole Dispositive Power
	10    Shared Dispositive Power                 441,457

11	Aggregate Amount Beneficially Owned by Each Reporting Person             441,457
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13	Percent of Class Represented by Amount in Row (11)             5.3%
14	Type of Reporting Person (See Instructions)             IV

(2) The Reporting Person is an investment fund advised by the Investment Manager and currently holds 441,457 shares of the Issuer’s Common Stock. The Reporting Person may be deemed to be the beneficial owner of the shares, and may be deemed to share voting and investment control with the Investment Manager. The Reporting Person may also be deemed to be part of a group with the Investment Manager and with other entities and accounts advised by the Investment Manager which, together with the 441,457 shares of the Issuer’s Common Stock held by the Reporting Person, hold an aggregate of 1,788,457 shares of the Issuer’s Common Stock.

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This Amendment No. 10 (“Amendment No. 10”) to Schedule 13D amends and supplements the Statement on Schedule 13D originally filed on August 24, 2006, as amended by Amendment No. 1 filed on October 6, 2006, Amendment No. 2 filed on October 27, 2006, Amendment No. 3 filed on December 19, 2006, Amendment No. 4 filed on January 19, 2007, Amendment No. 5 filed on February 14, 2007, Amendment No. 6 filed on May 4, 2007, Amendment No. 7 filed on June 8, 2007, Amendment No. 8 filed on December 17, 2007 and Amendment No. 9 filed on April 1, 2008 with respect to the Common Stock, par value $0.01 per share (the “Common Stock”) of The Penn Traffic Company, a Delaware corporation (the “Issuer”). The address of the executive offices of the Issuer is 1200 State Fair Boulevard, Syracuse, New York, 13221-4737.

Certain terms used but not defined in this Amendment No. 10 have the meanings assigned thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented by this Amendment No. 10 as follows:

Item 5. Interest in Securities of the Issuer

(a) As of the date of this Amendment No. 10, the Reporting Persons beneficially own an aggregate of 1,788,457 shares of Common Stock (the “Shares”). The Investment Manager acts as investment advisor to both of the other Reporting Persons (each a “Fund”) who hold the Shares directly in the proportions disclosed above. The Investment Manager shares voting and dispositive power over each Fund’s holdings with such Fund. As of February 12, 2009, the Shares represented 20.7% of the approximate total 8,626,683 shares of Common Stock outstanding as previously reported by the Issuer.

(b) The Investment Manager and each Fund share voting and dispositive power over the Shares held directly by such Fund.

(c) On February 10, 2009, the Investment Manager disposed of 124,535 shares of Common Stock in the OTC market for $0.80 per share on behalf of certain other clients of the Investment Manager, per such clients’ instructions.

(d) Other than the Funds that directly hold the Shares, and except as set forth in this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits

1. Exhibit A—Joint Filing Agreement dated February 12, 2009.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.

Date: February 12, 2009	Bay Harbour Management, L.C.
	/s/ Anthony Morro
	Name:	Anthony Morro
	Title:	Vice President and General Counsel
	Bay Harbour Master Ltd.
	/s/ Anthony Morro
	Name:	Anthony Morro
	Title:	Vice President and General Counsel of the Investment Manager
	Trophy Hunter Investments, Ltd.
	/s/ Anthony Morro
	Name:	Anthony Morro
	Title:	Vice President and General Counsel of the Investment Manager

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EXHIBIT A

JOINT FILING AGREEMENT

Bay Harbour Management L.C., Bay Harbour Master Ltd. and Trophy Hunter Investments, Ltd., in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, hereby agree that the statement on Schedule 13D to which this Agreement is attached as an exhibit is, and any amendments thereto filed by any of us will be, filed on behalf of each such company, that each such company is responsible for the timely filing of the Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such company contained therein.

Dated: February 12, 2009

Bay Harbour Management, L.C.
/s/ Anthony Morro
Name:	Anthony Morro
Title:	Vice President and General Counsel
Bay Harbour Master Ltd.
/s/ Anthony Morro
Name:	Anthony Morro
Title:	Vice President and General Counsel of the Investment Manager
Trophy Hunter Investments, Ltd.
/s/ Anthony Morro
Name:	Anthony Morro
Title:	Vice President and General Counsel of the Investment Manager

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