PENN TRAFFIC SEES OFFER SELLING OUT

SYRACUSE, N.Y. -- Penn Traffic Co. here said it expected a public offering of $100 million of 10-year senior notes would be completed by Oct. 20.

northern and central Pennsylvania, which it is buying from American Stores Co., Salt Lake City, for approximately $94 million.

The acquisition is expected to close by the end of December.

The offering of the senior notes, due 2004, was made pursuant to a shelf registration statement relating to up to $400 million principal amount of debt securities, of which $200 million principal amount were issued last December.

The notes were issued at a price equal to 100% of par and will bear interest at a rate of 10.65% annually.

Penn Traffic operates 236 supermarkets in Pennsylvania, upstate New York, Ohio and northern West Virginia under the names P&C Foods, Bi-Lo Foods, Insalaco, Riverside Markets, Quality Markets, Big Bear and Big Bear Plus. It also holds a 17.8% equity interest in Grand Union.

In addition, Penn Traffic operates wholesale food distribution businesses serving 130 licensed franchises and 117 independent operators.