SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    FORM 8-k

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

        Date of Report (Date of earliest event reported): August 9, 2002




                           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







Item 5.  Other Events and Regulation FD Disclosure

J. C. Penney Company, Inc. hereby files a News Release announcing the completion
of the previously announced offer of its wholly-owned  subsidiary,  J. C. Penney
Corporation, Inc., to exchange new debt for certain of its outstanding notes.

Item 7.  Financial Statements and Exhibits.

(c)      Exhibits.

         99          J. C. Penney Company, Inc. News Release of August 12, 2002





                                   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.
                                                     (Registrant)


                                                   /s/ Charles R. Lotter
                                                  -----------------------------
                                                  Charles R. Lotter
                                                  Executive Vice President,
                                                  Secretary and General Counsel

Date:  August 12, 2002





                                  EXHIBIT INDEX



Exhibit Number    Description

         99       J. C. Penney Company, Inc. News Release of August 12, 2002






                                                                      Exhibit 99

             J. C. Penney Corporation, Inc.Completes Exchange Offer
                            and Consent Solicitation


     PLANO,  TEXAS,  August 12,  2002 -- J. C.  Penney  Corporation,  Inc.  (the
"Corporation"),  the wholly-owned  operating subsidiary of J. C. Penney Company,
Inc.  ("Company")  (NYSE:  JCP),  announced today the completion of its offer to
exchange new 9.000% Notes due 2012 (the "New Notes") for its outstanding  6.125%
Notes due 2003,  7.375%  Notes due 2004 and 6.900%  Debentures  due 2026 and its
related consent  solicitation seeking certain amendments to the indentures under
which those notes were issued.  The exchange  offer  commenced on June 26, 2002.
Revised  aggregates of  $79,394,000  principal  amount of 6.125% Notes due 2003,
$66,964,000 of 7.375% Notes due 2004 and  $80,805,000  of 6.900%  Debentures due
2026 were tendered in response to the exchange offer.

     New notes in the aggregate  principal amount of $230,203,000 were issued to
noteholders  tendering in the exchange.  The Corporation  also paid the required
consent  payment  to  holders  who  tendered.  No  amendments  were  made to the
indentures governing the old notes.

     This  press  release  shall  not   constitute  an  offer  to  sell  or  the
solicitation  of an offer to buy any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering, solicitation or
sale  would be  unlawful.  The New  Notes  have not been  registered  under  the
Securities Act of 1933, as amended.

     J. C. Penney Corporation,  Inc., the wholly-owned  operating  subsidiary of
the Company, is one of America's largest department store,  drugstore,  catalog,
and e-commerce retailers, employing approximately 250,000 associates. As of July
27, 2002, it operated 1,068 JCPenney department stores in all 50 states,  Puerto
Rico, and Mexico, and 54 Renner department stores in Brazil.  Eckerd Corporation
operated  2,642  drugstores  throughout the  Southeast,  Sunbelt,  and Northeast
regions of the U.S.  JCPenney  Catalog,  including  e-commerce,  is the nation's
largest catalog merchant of general merchandise. J. C. Penney Corporation,  Inc.
is a  contributor  to  JCPenney  Afterschool  Fund,  a  charitable  organization
committed to providing  children with high quality after school programs to help
them reach their full potential.

     The  statements  in this press release  which are not  historical  facts or
information may be forward-looking statements.  These forward-looking statements
involve  risks and  uncertainties  that could cause the outcome to be materially
different.  Certain of these risks and  uncertainties  are described in the 2001
Form 10-K and subsequent filings of J. C. Penney Company, Inc.