8-K

                       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): May 9, 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 1.01         Entry into a Material Definitive Agreement

     2005 Incentive Plan Performance Goals. Annual profit incentive compensation
can be earned  under the J. C. Penney  Corporation,  Inc.  Management  Incentive
Compensation Program ("Incentive  Program") by management  employees,  including
the  executive  officers  who  are  anticipated  to  be  named  in  the  Summary
Compensation Table of the J. C. Penney Company,  Inc. ("Company") 2006 Notice of
Annual  Meeting and Proxy  Statement  (each a "named  executive  officer").  The
Incentive Program ties incentive  compensation to Company  performance,  with no
incentive  payment for  performance  well below plan and up to 200% of incentive
targets for superior results. The goals for the Incentive Program are set at the
beginning of each fiscal year  consistent  with the Company's  business plan. On
May 9, 2005, the Company's Human Resources Committee approved the 2005 Incentive
Plan performance goals,  including those for the named executive  officers.  For
2005,  in the event the Company's  performance  meets the criteria for incentive
compensation  payouts,  the named  executive  officers'  incentive  payouts  are
measured (1) 50 % based upon total Company sales and operating profit results of
continuing  operations,  and (2) 50% based upon each named  executive  officer's
individual performance.

     Agreement  with New Executive.  On May 9, 2005, the Company  announced that
Michael T. Theilmann  will be joining the Company as Executive  Vice  President,
Chief Human Resources and  Administration  Officer  beginning June 1, 2005. (See
Press  Release  of May 9,  2005  attached  as  Exhibit  99.1).On May 9, 2005 the
Company and Mr. Theilmann entered into terms of agreement ("Terms of Agreement")
describing the terms of his employment with the Company.  A copy of the Terms of
Agreement are attached as Exhibit 10.1 and  incorporated  by reference into this
report.

Item 8.01  Other Events

On May 9, 2005, J. C. Penney Company,  Inc. ("Company")  announced that, through
an indirect wholly owned subsidiary,  it has filed with the Brazilian Securities
Commission  preliminary  offering materials that could result in the sale of all
or a portion of its controlling interest in the Brazilian department store Lojas
Renner S. A., as part of a primary and  secondary  offering of common  shares of
Lojas Renner S. A. (See News Release of May 9, 2005 attached as Exhibit 99.2)


Item 9.01(c)      Financial Statements and Exhibits

Exhibit 10.1     Terms of Agreement  between  Michael T. Theilmann and J. C.
                 Penney Company, Inc., dated May 9, 2005.

Exhibit 99.1     News Release, dated May 9, 2005, announcing appointment of
                 Michael T. Theilmann.

Exhibit 99.2     News Release, dated May 9, 2005, announcing the filing of
                 preliminary offering materials regarding Brazilian operations.






                                   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, General Counsel
                                          and Secretary


Date:  May 13, 2005



                  EXHIBIT INDEX


Exhibit Number    Description

     10.1         Terms of Agreement between Michael T. Theilmann and J. C.
                  Penney Company, Inc., dated May 9, 2005.

     99.1         News Release, dated May 9, 2005, announcing appointment of
                  Michael T. Theilmann.

     99.2         News Release, dated May 9, 2005, announcing the filing of
                  preliminary offering materials regarding Brazilian operations.

EX-10

                                                                    Exhibit 10.1


Michael T. Theilmann


Position:         Executive Vice President, Chief Human Resources and
                  Administration Officer

Starting Date:    June 1, 2005

Base Salary:      $500,000 reviewed annually beginning in 2006

Annual Cash Incentive Compensation

Your 2005 annual cash bonus target will be 50% of your base salary as if you had
been at JCPenney for the entire year. The maximum award will be at 100% of base
salary. You will participate on the basis of 50% of the award tied to overall
JCPenney company performance and 50% of the award based on your individual
performance measured against previously agreed objectives.

Fiscal 2005 Equity Grant

You will receive an option to purchase 70,000 shares of JCPenney stock. The
option exercise price will be the average of the high and low price of JCPenney
stock on the actual date of grant, which will be the start date of your
employment at JCPenney. Vesting will be 33.3% each year for three years
beginning on the first anniversary of the date of grant.

Fiscal 2006 Equity Grant

Beginning February 1, 2006 you will participate in the "2005 Equity Compensation
Plan", which was recently approved by the Board and is being submitted for
stockholder approval at this year's annual meeting of stockholders. The plan
provides for 50% of your award to be in the form of restricted stock units and
50% in stock options. Your award for the 2006 fiscal year will be targeted at
$1.0 million in value. The plan and a description of the plan are contained in
our Proxy Statement.

Restricted Stock Awards:

You will receive two one-time awards of restricted securities in respect of
forfeited benefits at your current employer. Both awards will be granted
effective on the start date of your employment. The first award is in respect of
your currently unvested equity, which will be of restricted stock units having a
value equal to $1.5 million, which will vest 33.3% each year for three years
beginning on the first anniversary of the date of grant, with no further
restrictions provided you are actively employed on such date with no break in
service.

The second award is in respect of forfeited pension benefits, which will be of
restricted stock units having a value equal to $900,000, which will vest 50% on
the tenth anniversary of the date of grant, 25% on the 15th anniversary of the
date of grant and 25% on the 20th anniversary of the date of grant, with
accelerated vesting in the event of involuntary termination without cause.

Severance and Change in Control

We would enter into an agreement with you which would provide that, in the event
of termination of employment (other than for cause, death or disability), you
would be entitled to receive cash equal to the sum of (a) base salary through
the date of termination, (b) pro-rated annual cash bonus for the year of
termination, and (c) a severance payment equal to one year's salary plus bonus.

Upon a change in control (as defined in the applicable equity plan), your
restricted stock and/or units would vest and your options would become
immediately exercisable. In addition, your agreement would provide that if a
change in control occurs and you are terminated (other than for cause, death or
disability) or if you resign for good reason within two years of the change in
control, you would be entitled to receive cash equal to the sum of (a) base
salary through the date of termination, (b) pro-rated annual cash bonus for the
year of termination, and (c) three times your annual base salary and bonus.

Retirement Benefits and Deferred Compensation

After one year of service, you will be entitled to participate in the Company's
defined benefit plan, our benefit restoration plan and 401(k) plans as well as
our Mirror Savings Plan. To see how the retirement benefits are calculated under
the defined benefit and benefit restoration plans, please look at the table on
page 22 of the Proxy Statement. Under the Mirror Savings Plan, participants may
elect to defer from 1% to 14% of pay up to $210,000 and 1% to 75% of pay over
$210,000. Deferred amounts are generally payable upon retirement, death or other
separation from employment. We continue to monitor the developments as a result
of the recent deferred compensation regulations, which may require modification
to our plans that include deferral elections.

Cobra Offset:

You will be reimbursed for the difference between your Cobra premiums and the
cost of J.C. Penney medical and dental insurance premiums at the active
associate rate during the first four months of employment until you become
benefits eligible.

Other Benefits:

You will be entitled to at least four weeks of vacation each year during your
employment and you will be eligible for all other plans and programs offered to
JCPenney associates, according to the terms of each plan or program.


                                             /s/ Myron E. Ullman, III
                                            ---------------------------------
                                            Myron E. Ullman, III

                                            /s/ Michael T. Theilmann
                                            ---------------------------------
                                            Michael T. Theilmann

May 9, 2005

EX-99

                                                                    Exhibit 99.1

                    JCPENNEY TO APPOINT MICHAEL T. THEILMANN
                 EXECUTIVE VICE PRESIDENT, CHIEF HUMAN RESOURCES
                           AND ADMINISTRATION OFFICER

      Theilmann to Oversee Key Element of Company's New Long-Term Strategy;
              Was Chief People Officer at Yum! Brands International

PLANO,  Texas,  May 9,  2005 -- J. C.  Penney  Company,  Inc.  (NYSE:JCP)  today
announced  that Michael T.  Theilmann  will join the company as  Executive  Vice
President,  Chief Human Resources and  Administration  Officer effective June 1.
Mr.  Theilmann,  41, joins JCPenney from Yum! Brands Inc.,  where he served most
recently as Senior Vice President, Human Resources & Chief People Officer of its
International  business,  which includes more than 11,000  restaurants in nearly
100 countries.  He will report to Chairman and Chief Executive  Officer Myron E.
(Mike) Ullman, III.

"A  centerpiece  of our recently  announced 2005 - 2009 Long Term Plan is making
JCPenney a great place to work," said Mr. UIlman. "From his experience and track
record,  Mike Theilmann well understands that ensuring associates are engaged in
their  work and that the right  people  are in place at all  levels  are keys to
connecting  with  customers  and  driving  profitable  growth.  Mike  brings  an
outstanding mix of intellect,  energy and  progressive  thinking to this crucial
function and we welcome him to our company."

Mr.  Theilmann  said,  "Over my past two  decades in the field,  I have seen the
clear benefits of having motivated associates who share a company's focus on how
to best serve customers.  JCPenney's heritage of commitment to its employees and
customers is well known,  and I look forward to working with the management team
to foster the  involvement of associates in making an emotional  connection with
customers and retaining and attracting the best talent in the retail industry."

Mr.  Theilmann will succeed Gary L. Davis,  62, who joined  JCPenney in 1964 and
has been the Chief Human Resources and Administration Officer since 1996. He was
elected Executive Vice President in 1998. Mr. Davis recently announced his plans
to retire after 41 years with the company.

Mr. Ullman added, "Gary Davis' career at JCPenney exemplifies what we would like
to see for all of our employees. Having started at the company as a trainee more
than 40 years ago, Gary managed two different  stores,  two different  districts
and was a Regional  President before joining the corporate  office. On behalf of
the company and our board, I would like to thank Gary for his dedicated  service
and great contributions to JCPenney."


About Michael Theilmann
Mr. Theilmann was at Yum Brands! and its predecessor PepsiCo since 1993, serving
in senior human resources  positions in large divisions including becoming VP of
Human Resources for its Europe operations in 2000 and his current role two years
later. The parent company to leading  restaurant chains including KFC, A&W, Long
John Silver's,  Pizza Hut and Taco Bell,  Yum! has 33,000  restaurants  and over
850,000  system  employees  around the world.  Widely  recognized as a leader in
customer  and  employee  satisfaction,  Yum!  was  named the #1 Place to Work in
Dallas  in 2003  and #2 in 2004 by The  Dallas  Business  Journal  and is one of
Fortune  Magazine's  "Most Admired  Companies" in America and "50 Best Companies
for Minorities".

Before joining Yum!, Mr.  Theilmann worked in Human Resources at Burger King and
Grand Metropolitan.  A graduate of Gustavas Adolphus College, Mr. Theilmann also
holds an MS in Physics from the University of Nebraska.  He lives in Dallas with
his wife Nancy and three children.


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
Daphne Avila; (972) 431-4655; dcavila@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 April
30, 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  afterschool
programs to help them reach their full potential.


                                      # # #

EX-99

                                                                    Exhibit 99.2

    JCPenney Announces Filing in Brazil to Offer Shares of Lojas Renner S.A.


PLANO,  Texas,  May 9,  2005 - J.  C.  Penney  Company,  Inc.  (NYSE:JCP)  today
announced that,  through an indirect wholly owned subsidiary,  it has filed with
the Brazilian  Securities  Commission  preliminary offering materials that could
result  in the  sale of all or a  portion  of its  controlling  interest  in the
Brazilian department store Lojas Renner S.A., as part of a primary and secondary
offering of common  shares of Lojas Renner S.A. The offering  will be registered
in Brazil.

This press release shall not constitute an offer to sell or the  solicitation of
an offer to buy, nor shall there be any sale of, the common  shares  referred to
above in any  jurisdiction  in which such offer,  solicitation  or sale would be
unlawful prior to registration or qualification under the securities laws of any
such  jurisdiction.  The common shares will not be  registered  under the United
States  Securities Act of 1933 and, unless so registered,  may not be offered or
sold  in  the  United  States  except  pursuant  to an  exemption  from  or in a
transaction not subject to the  registration  requirements of the Securities Act
and any applicable state securities laws.


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 April
30, 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  afterschool
programs to help them reach their full potential.

                                     # # #