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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT


                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): July 15, 2005


                           J. C. PENNEY COMPANY, INC.
                     (Exact name of registrant as specified
                                 in its charter)


    Delaware                       1-15274                      26-0037077
(State or other jurisdiction   (Commission File No.)        (I.R.S. Employer
     of incorporation )                                     Identification No.)


6501 Legacy Drive
Plano, Texas                                                    75024-3698

(Address of principal executive offices)                        (Zip code)

Registrant's telephone number, including area code:  (972) 431-1000

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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13d-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))









Item 1.01         Entry into a Material Definitive Agreement


     On July 15,  2005,  the J. C. Penney  Company,  Inc.  ("Company")  Board of
Directors,  after  receiving  the  recommendations  of its Human  Resources  and
Compensation and its Corporate Governance Committees,  approved an adjustment to
M.E. Ullman, III's fiscal 2005 financial  performance  objectives to reflect the
classification  by the Company of the operating results of Lojas Renner S. A. as
discontinued  operations.  Mr. Ullman  serves as the  Company's  Chairman of the
Board and Chief Executive Officer.











                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                              J. C. PENNEY COMPANY, INC.



                                              By: /s/ Joanne L. Bober
                                                 ------------------------------
                                                  Senior Vice President,
                                                  General Counsel and Secretary



Date:  July 20, 2005