SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    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): February 24, 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

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 2.02         Results of Operations and Financial Condition.

     J. C. Penney  Company,  Inc.  issued a news  release on February  24, 2005,
announcing  its  fourth  quarter  consolidated  earnings.  This  information  is
attached as Exhibit 99.1.









                                   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
                                              --------------------------------
                                                 Joanne L. Bober
                                                 Senior Vice President,
                                                 Secretary and General Counsel




Date:  March 1, 2005







                                  EXHIBIT INDEX

Exhibit Number                     Description

99.1                               J. C. Penney Company, Inc.
                                   News Release issued February 24, 2005



                                                                    Exhibit 99.1

         JCPENNEY FOURTH QUARTER EARNINGS PER SHARE INCREASE 40 PERCENT

     Full Year Operating Profit Increases 66 Percent to 7.1 Percent of Sales

      2005 Earnings Per Share Expected to Increase Approximately 30 Percent


PLANO, Texas, February 24, 2005 -- J. C. Penney Company, Inc. (NYSE: JCP) fourth
quarter  earnings per share from continuing  operations  increased 40 percent to
$1.16 per share from $0.83 per share last year. On a dollar  basis,  income from
continuing  operations  increased  to $328  million from $253 million last year.
Full year  operating  profit  increased 66 percent to 7.1 percent of sales,  and
earnings per share from continuing  operations increased 84 percent to $2.23 per
share  compared to $1.21 per share last year. The increase in earnings per share
was primarily the result of continued improvement in sales productivity,  growth
in gross  margin and  leverage  of SG&A  expenses.  Net income for the  quarter,
including the effects of discontinued  operations,  was $1.17 per share compared
to a loss of $3.42 per share last year.

Myron (Mike)  Ullman,  Chairman and Chief  Executive  Officer said, "We are very
pleased with the  improvements  we continue to achieve in our  business.  Fourth
quarter and full year operating  profit exceeded our original  expectations  and
represents the fourth consecutive year of substantial earnings improvement.  Our
results  reflect  the  impact of  effective  merchandising  programs,  including
transition of seasonal product,  compelling marketing and continued  improvement
in the shopping experience in our stores."

Ullman  added,  "2004  was a  breakout  year for  JCPenney  as a  result  of the
organization's  focus on the  execution  of our business  plan.  The Company has
strong momentum as we pursue compelling merchandise  initiatives that respond to
the  needs  and  wants  of  our  customer.   Based  on  our  improved  operating
performance,   completion  of  the  sale  of  Eckerd  and  the  ongoing  capital
repositioning   program,   the   Company's   financial   position  has  improved
significantly. As we enter 2005, the Company has increased financial flexibility
to support  the long range plan that we are  developing  and places us in a good
position to implement additional capital structure repositioning actions."

Department Stores and Catalog/Internet
- ---------------------------------------

During the fourth  quarter,  comparable  department  store sales  increased  3.0
percent with positive  results in all  merchandise  divisions and all regions of
the country. For a comparable 13-week period,  catalog/Internet  sales increased
3.9 percent over last year. The Internet component of sales increased 33 percent
for the quarter and continues to be the fastest growing sales channel.


Gross margin for the fourth quarter improved by 130 basis points as a percent of
sales,  reflecting the benefits of better  buying,  merchandise  flow,  seasonal
transition and marketing. Gross margin included a LIFO credit of $18 million, or
approximately  $0.04 per share,  in the fourth  quarter of 2004 compared to a $6
million  credit  in 2003.  SG&A  expenses  were 27.6  percent  of sales and well
leveraged,  declining  by 100  basis  points as a  percent  of sales.  2004 SG&A
expenses  included  $8  million,  or about  $0.02 per  share,  related  to lease
accounting  adjustments.  SG&A expenses decreased by $64 million from last year,
with the decrease  attributable  to last year's 53rd week,  which  accounted for
approximately $65 million.  Last year's fourth quarter also included $20 million
of pre-tax charges related to the implementation of expense savings initiatives.

Fourth  quarter  operating  profit  was $581  million  or 9.6  percent of sales,
compared with $445 million last year.  This  represents an increase of nearly 31
percent, or 230 basis points as a percent of sales.

For the full year,  operating  profit increased over 66 percent to $1.3 billion,
or 7.1 percent of sales.

Real Estate and Other
- ----------------------

Real estate and other consists  principally of charges related to the previously
announced management transition.

Cash Flow and Financial Condition
- ----------------------------------

Free cash flow (defined as cash provided by operating  activities less dividends
and capital expenditures,  net of proceeds from the sale of assets) for the year
totaled $599 million and represented the fifth consecutive year of positive free
cash flow. Capital expenditures were $412 million for the year with the majority
of spending  supporting  the  Company's new store  program and  improvements  to
existing space.



As of January 29, 2005, the Company had cash investments of $4.7 billion,  which
was higher  than normal as the Company  completes  the share and debt  reduction
program announced in August 2004. Long-term debt totaled $3.9 billion, including
$609 million of current maturities.

Capital Structure Repositioning
- --------------------------------

Execution of the capital structure  repositioning  plan announced in conjunction
with the sale of Eckerd is progressing in line with expectations.  As of January
29, 2005, the Company had repurchased  approximately 50 million shares of common
stock for about $2 billion,  and  continues to expect to complete the program by
the end of the first half of 2005. In addition,  during 2004 the Company retired
$1.7 billion of long-term  debt,  including  $221 million of  off-balance  sheet
securitized receivables and the conversion of $650 million of convertible debt.


2005 Guidance
- --------------

February sales have started strong and  comparable  department  stores sales are
now expected to increase mid-single digits for the month. For the balance of the
first  quarter and full year,  comparable  store sales are  expected to increase
low-single digits.  Catalog/Internet  sales are expected to increase  low-to-mid
single digits for both the first quarter and full year.

Operating  profit for the year is  expected  to increase to about 7.6 percent of
sales, driven by moderate expansion of gross margin and continued SG&A leverage.

The Company's  Board of Directors is  considering a new common stock  repurchase
program in 2005 of at least $600 million. The final size of the new program will
depend upon investor  decisions related to the exercise of the put option on the
Company's $400 million 7.4% Debentures, due 2037. If investors elect to exercise
options for less than $400 million,  the majority of the difference will be used
for  open  market  debt  repurchases,   with  the  balance  allocated  to  share
repurchases. The exercise date of the put option expires on March 1, 2005.

The Company currently  expects earnings from continuing  operations to be in the
range of $0.48 to $0.53 per share in the  first  quarter  and $2.89 to $3.01 per
share for the full year.  Full year  earnings  guidance  reflects  the impact of
$0.08 per share for charges  associated with anticipated open market repurchases
of debt.  Also  included in this  guidance is an  estimated  charge of $0.05 per
share related to employee stock options,  which the Company will begin expensing
in the first quarter of 2005.



Senior  management  will host a live  conference  call and real-time  webcast on
February 24, 2005,  beginning at 9:30 a.m. EST. Access to the conference call is
open to the press  and  general  public in a listen  only  mode.  To access  the
conference call, please dial  973-935-2035 and reference the JCPenney  Quarterly
Earnings  Conference Call. The telephone playback will be available for two days
beginning  approximately  two hours after the  conclusion of the call by dialing
973-341-3080,  pin code 4323462. The live webcast may be accessed via JCPenney's
Investor Relations page (JCPenney.net), or on StreetEvents.com (for members) and
FullDisclosure.com (for media and individual investors).  Replays of the webcast
will be available for up to 90 days after the event.


For further information, contact:

Investor Relations
- ------------------
Bob Johnson; (972) 431-2217; rvjohnso@jcpenney.com
Ed Merritt; (972) 431-8167; emerritt@jcpenney.com

Public Relations
- ----------------
Quinton Crenshaw; (972) 431-5581; qcrensha@jcpenney.com
Tim Lyons; (972) 431-4834; tmlyons@jcpenney.com


About JCPenney
- --------------

J. C. Penney Corporation,  Inc., the wholly-owned  operating subsidiary of J. C.
Penney Company, Inc., is one of America's largest department store, catalog, and
e-commerce retailers,  employing approximately 150,000 associates. As of January
29, 2005, J. C. Penney  Corporation,  Inc.  operated 1,017  JCPenney  department
stores  throughout the United States and Puerto Rico,  and 62 Renner  department
stores in  Brazil.  JCPenney  Catalog,  including  e-commerce,  is the  nation's
largest catalog merchant of general merchandise,  and JCPenney.com is one of the
largest  apparel  and home  furnishings  sites  on the  Internet.  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.

This release may contain  forward-looking  statements  within the meaning of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements,  which  reflect the  Company's  current  views of future  events and
financial  performance,  involve known and unknown risks and uncertainties  that
may cause the Company's  actual results to be materially  different from planned
or expected results.  Those risks and uncertainties include, but are not limited
to, competition,  consumer demand, seasonality,  economic conditions, changes in
management,  and government activity.  Please refer to the Company's most recent
Form  10-K  and  subsequent  filings  for a  further  discussion  of  risks  and
uncertainties.  Investors  should  take such  risks  into  account  when  making
investment  decisions.  We do not  undertake  to  update  these  forward-looking
statements as of any future date.

                                      # # #






                           J. C. PENNEY COMPANY, INC.
                          SUMMARY OF OPERATING RESULTS
                                   (Unaudited)
                   (Amounts in millions except per share data)
                                                                                                  

                                                       13 weeks      14 weeks                   52 weeks       53 weeks
                                                         ended         ended                      ended         ended
                                                        Jan. 29,      Jan. 31,      % Inc.       Jan. 29,      Jan. 31,       % Inc.
                                                          2005          2004        (Dec.)         2005          2004         (Dec.)
                                                         ------        ------       ------        ------       ------         ------
SALES PERCENTAGES:
Comparable department store sales increase(1)               3.0%          3.2%                       5.0%         0.9%
Catalog/Internet sales (decrease)/increase                 (1.5)%(2)     14.6%                       1.5% (2)     3.3%

STATEMENTS OF OPERATIONS:
Department Stores and Catalog/Internet
  sales, net                                            $ 6,073       $ 6,098        (0.4)%      $18,424      $17,786         3.6%
Gross margin                                              2,260         2,188          3.3%        7,139        6,620         7.8%
Selling, general and administrative
   (SG&A) expenses                                        1,679         1,743        (3.7)%        5,827        5,830       (0.1)%
                                                         ------        ------                     ------       ------
Operating profit                                            581           445         30.6%        1,312          790        66.1%
Net interest expense                                         56            62        (9.7)%          233          261      (10.7)%
Bond premiums and unamortized costs                           -             -          N/A            47            -         N/A
Real estate and other expense/(income)                       25             -          N/A            12          (17)        N/A
                                                         ------        ------                     ------       ------
Income from continuing operations
   before income taxes                                      500           383         30.5%        1,020          546        86.8%
Income tax expense                                          172           130         32.3%          353          182        94.0%
                                                         ------        ------                     ------       ------
Income from continuing operations                         $ 328         $ 253         29.6%      $   667        $ 364        83.2%
                                                         ------        ------                     ------       ------
Discontinued operations, net of income tax
    (benefit)/expense of $(5), $854, $(183) and $876          5(3)     (1,322)         N/A          (143)      (1,292)        N/A
Net income/(loss)                                         $ 333      $ (1,069)       100.0% +    $   524      $  (928)      100.0% +
                                                         ======        ======                     ======       ======
Earnings per share from continuing
   operations - diluted                                  $ 1.16        $ 0.83         39.8%       $ 2.23      $  1.21        84.3%

Earnings/(loss) per share - diluted                      $ 1.17       $ (3.42)       100.0% +     $ 1.76      $ (3.13)      100.0% +

FINANCIAL DATA:
Ratios as a % of sales:
      Gross margin                                         37.2%         35.9%                      38.7%        37.2%
      SG&A expenses                                        27.6%         28.6%                      31.6%        32.8%
      Operating profit                                      9.6%          7.3%                       7.1%         4.4%
LIFO credit                                                $ 18           $ 6                       $ 18          $ 6
Depreciation and amortization                               104           103                        368          372
Effective income tax rate for continuing operations        34.5%         33.7%                      34.7%        33.2%

COMMON SHARES DATA:
Outstanding shares at end of period                       271.4         274.2                      271.4        274.2
Average shares outstanding (basic shares)                 278.2         273.3                      279.4        271.9
Average shares used for diluted EPS                       284.9         311.1                      306.8        297.5
Shares repurchased                                         22.5             -                       50.1            -
Total cost of shares repurchased                          $ 912           $ -                    $ 1,952          $ -
   (1)Comparable store sales are calculated on a 13-week and 52-week basis.
   (2)Excluding the effects of last year's 53rd week, sales increased 3.9% and 3.3% for the quarter and full year, respectively.
   (3)Represents tax accrual reductions related to Mexico department stores and Direct Marketing Services, Inc.


                                       1





                           J. C. PENNEY COMPANY, INC.
               SUMMARY BALANCE SHEETS AND STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                              (Amounts in millions)

                                                                                                
                                                                        Jan. 29,                   Jan. 31,
                                                                          2005                       2004
                                                                        -------                    -------
SUMMARY BALANCE SHEETS:
Cash and short-term investments                                         $ 4,687                    $ 2,994
Merchandise inventory (net of LIFO reserves of $25 and $43)               3,169                      3,156
Other current assets                                                        571                        440
Property and equipment, net                                               3,638 (1)                  3,515
Other assets                                                              2,062                      1,841
Assets of discontinued operations                                             -                      6,354
                                                                        -------                    -------
      Total assets                                                      $14,127                    $18,300
                                                                        =======                    =======
Accounts payable and accrued expenses                                   $ 2,887                    $ 2,551
Short-term debt                                                              22                         18
Current maturities of long-term debt                                        609                        242
Current income taxes, payable and deferred                                   79                        943
Long-term debt                                                            3,314                      5,114
Long-term deferred taxes                                                  1,318                      1,217
Other liabilities                                                         1,042 (1)                    804
Liabilities of discontinued operations                                        -                      1,986
                                                                        -------                    -------
      Total liabilities                                                   9,271                     12,875
Stockholders' equity                                                      4,856                      5,425
                                                                        -------                    -------
      Total liabilities and stockholders' equity                        $14,127                    $18,300
                                                                        =======                    =======


                                                                       52 weeks                  53 weeks
                                                                         ended                      ended
                                                                        Jan. 29,                   Jan. 31,
                                                                          2005                       2004
                                                                        -------                    -------
SUMMARY STATEMENTS OF CASH FLOWS:
- --------------------------------
Net cash provided by/(used in):
      Total operating activities                                        $ 1,127 (2)                  $ 812 (2)
      Investing activities
         Capital expenditures                                              (412)                      (373)
         Proceeds from sale of assets                                        34                        100
         Proceeds from the sale of discontinued operations                4,666                         20
                                                                        -------                    -------
      Total investing activities                                          4,288                       (253)
                                                                        -------                    -------
      Financing activities
         Change in debt                                                    (852)                       162
         Stock repurchase program                                        (1,901)                         -
         Other change in stock                                              247                         23
         Dividends paid, preferred and common                              (150)                      (160)
                                                                        -------                    -------
      Total financing activities                                         (2,656)                        25
                                                                        -------                    -------
Cash (paid to) discontinued operations                                   (1,066)(3)                    (64)
                                                                        -------                    -------
Net increase in cash and short-term investments                           1,693                        520
Cash and short-term investments at beginning of period                    2,994                      2,474
                                                                        -------                    -------
Cash and short-term investments at end of period                        $ 4,687                    $ 2,994
                                                                        =======                    =======

(1)   Increased by $111 million for a reclassification related to lease accounting.
(2)   Includes a voluntary $300 million, or $190 million after tax, contribution to the Company's pension plan.
(3)   Includes income tax payments of $822 million relating to the taxable gain on the sale of Eckerd.



                                        2