UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Penn Treaty American Corporation

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

      o Rule 13d-1(b)
      þ Rule 13d-1(c)
      o Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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 (“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.		707874103

CUSIP No.		707874103

CUSIP No.		707874103

CUSIP No.		707874103

CUSIP No.		707874103

CUSIP No.		707874103

CUSIP No.		707874103

CUSIP No.		707874103

CUSIP No.		707874103

Item 1.

(a) Name of Issuer

      Penn Treaty American Corporation

(b) Address of Issuer’s Principal Executive Offices

      3440 Lehigh Street, Allentown, Pennsylvania 18103

     (a) Name of Person Filing

          This statement is jointly filed by and on behalf of: (i) Atlas Advantage Master Fund, L.P. (“Advantage Fund”); (ii) Atlas Allocation Fund, L.P. (“Allocation Fund”); (iii) Atlas Capital (Q.P.), L.P. (“Q.P. Fund”); (iv) Atlas Capital ID Fund, L.P. (“ID Fund”); (v) Atlas Capital Master Fund, L.P. (“Master Fund”); (vi) Atlas Capital Offshore Exempt Fund, Ltd. (“Offshore Exempt Fund”); (vii) Atlas Capital Management, L.P. (“Atlas Management”); (viii) RHA, Inc. (“RHA”); and (ix) Robert H. Alpert. Advantage Fund, Allocation Fund, Q.P. Fund, ID Fund, Master Fund, and Offshore Exempt Fund may be referred to herein, each, as an “Atlas Fund” and, collectively, as the “Atlas Funds.”

          Atlas Management is the general partner of, and serves as an investment adviser to, Allocation Fund, Q.P. Fund, ID Fund, and Master Fund. Atlas Management serves as an investment adviser to Advantage Fund and Offshore Exempt Fund. Because of the relationships described herein, Atlas Management may be deemed to have or share voting and/or investment (including dispositive) power with respect to shares of common stock of the issuer (“Shares”) owned and/or held by or for the account or benefit of each Atlas Fund.

          RHA is the general partner of Atlas Management. Because of the relationships described herein, RHA may be deemed to have or share voting and/or investment (including dispositive) power with respect to Shares owned and/or held by or for the account or benefit of Atlas Management.

          Mr. Alpert is the President and sole director of RHA. Mr. Alpert also is a director of Offshore Exempt Fund. Because of the relationships described herein, Mr. Alpert may be deemed to have or share voting and/or investment (including dispositive) power with respect to Shares owned and/or held by or for the account or benefit of RHA and Offshore Exempt Fund.

          Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.

     (b) Address of Principal Business Office or, if none, Residence

          The address of the principal business office of each of the reporting persons is 100 Crescent Court, Suite 880, Dallas, Texas 75201.

     (c) Citizenship

          See the disclosure provided in response to Item 4 on the attached cover page(s).

     (d) Title of Class of Securities

          Common Stock, $0.10 par value per share, of Penn Treaty American Corporation

	(e)		CUSIP Number
			707874103

Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

(a)		o		A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b)		o		A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)		o		An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)		o		An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)		o		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)		o		An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);
(g)		o		A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);
(h)		o		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)		o		A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)		o		A group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

(a)		Amount beneficially owned:
		See the disclosure provided in response to Item 9 on the attached cover page(s).
(b)		Percent of class:
		See the disclosure provided in response to Item 11 on the attached cover page(s).
(c)		Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote:
			See the disclosure provided in response to Item 5 on the attached cover page(s).
	(ii)		Shared power to vote or to direct the vote:
			See the disclosure provided in response to Item 6 on the attached cover page(s).

	(iii)		Sole power to dispose or to direct the disposition of:
			See the disclosure provided in response to Item 7 on the attached cover page(s).
	(iv)		Shared power to dispose or to direct the disposition of:
			See the disclosure provided in response to Item 8 on the attached cover page(s).

Item 5. Ownership of 5% or Less of a Class.

          If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

          Each Atlas Fund may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares owned and/or held by or for the account or benefit of such Atlas Fund. Each Atlas Fund is identified in Item 2 of this statement.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

          Not Applicable

Item 8. Identification and Classification of Members of the Group

          Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Act, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

Item 9. Notice of Dissolution of Group

          Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Act, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

Item 10. Certifications

          (a) Not Applicable

          (b) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

          Each reporting person certifies that, after reasonable inquiry and to the best of such reporting person’s knowledge and belief, the information set forth in this statement is true, complete and correct.

		Atlas Advantage Master Fund, L.P.
		By:		Atlas Capital Management, L.P., its Investment Adviser
		By:		RHA, Inc., its General Partner
		By:		/s/ Robert H. Alpert
		Name:		Robert H. Alpert
		Title:		President
		Date:		February 7, 2008
		Atlas Allocation Fund, L.P.
		By:		Atlas Capital Management, L.P., its General Partner
		By:		RHA, Inc., its General Partner
		By:		/s/ Robert H. Alpert
		Name:		Robert H. Alpert
		Title:		President
		Date:		February 7, 2008
		Atlas Capital (Q.P.), L.P.
		By:		Atlas Capital Management, L.P., its General Partner
		By:		RHA, Inc., its General Partner
		By:		/s/ Robert H. Alpert
		Name:		Robert H. Alpert
		Title:		President
		Date:		February 7, 2008
		Atlas Capital ID Fund, L.P.
		By:		Atlas Capital Management, L.P., its General Partner
		By:		RHA, Inc., its General Partner
		By:		/s/ Robert H. Alpert
		Name:		Robert H. Alpert
		Title:		President
		Date:		February 7, 2008
		Atlas Capital Master Fund, L.P.
		By:		Atlas Capital Management, L.P., its General Partner
		By:		RHA, Inc., its General Partner
		By:		/s/ Robert H. Alpert
		Name:		Robert H. Alpert
		Title:		President
		Date:		February 7, 2008

		Atlas Capital Offshore Exempt Fund, Ltd.
		By:		Atlas Capital Management, L.P., its Investment Adviser
		By:		RHA, Inc., its General Partner
		By:		/s/ Robert H. Alpert
		Name:		Robert H. Alpert
		Title:		President
		Date:		February 7, 2008
		Atlas Capital Management, L.P.
		By:		RHA, Inc., its General Partner
		By:		/s/ Robert H. Alpert
		Name:		Robert H. Alpert
		Title:		President
		Date:		February 7, 2008
		RHA, Inc.
		By:		/s/ Robert H. Alpert
		Name:		Robert H. Alpert
		Title:		President
		Date:		February 7, 2008
		Robert H. Alpert
		By:		/s/ Robert H. Alpert
		Date:		February 7, 2008

EXHIBIT INDEX

Exhibit
No.		Description of Exhibit
99.1		Joint Filing Agreement (incorporated herein by reference from Exhibit 99.1 to Amendment No. 1 to the Schedule 13G relating to the common stock of the issuer filed February 14, 2007 by the reporting person(s) with the Commission)