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                       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): November 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


==============================================================================
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 November  15, 2005,
announcing its third quarter results of operations and financial condition. This
information is attached as Exhibit 99.1.

     The news release referred to above contains the non-GAAP  financial measure
of free cash flow. Although it is not a generally accepted accounting  principle
(GAAP) measure, it is derived from components of the Company's consolidated GAAP
cash flow  statement.  Free cash flow from  continuing  operations is defined as
cash provided by operating  activities less dividends and capital  expenditures,
net of proceeds from the sale of assets.

     Although  free  cash  flow  is a  non-GAAP  financial  measure,  management
believes it is important in evaluating the Company's  financial  performance and
measuring the ability to generate  cash without  incurring  additional  external
financing.  Positive free cash flow generated by a company  indicates the amount
of cash available for reinvestment in the business, or cash that can be returned
to investors  through  increased  dividends,  stock  repurchase  programs,  debt
retirements,  or a  combination  of these.  Conversely,  negative free cash flow
indicates the amount of cash that must be raised from investors through new debt
or equity  issues,  reduction in available  cash  balances or a  combination  of
these. Based on the seasonality of the Company's business,  cumulative free cash
flow  generally  runs  negative  for the first nine months of the year and turns
positive in the fourth quarter.  Free cash flow should be considered in addition
to, rather than as a substitute for, cash provided by operating activities.  The
Company's  calculation  of free  cash  flow may  differ  from that used by other
companies and therefore comparability may be limited.









                                   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/ Robert B. Cavanaugh
                                                 ------------------------------
                                                   Robert B. Cavanaugh
                                                   Executive Vice President,
                                                   Chief Financial Officer




Date:  November 15, 2005







                                  EXHIBIT INDEX

Exhibit Number                    Description

        99.1                      J. C. Penney Company, Inc.
                                  News Release issued November 15, 2005





                                                                    Exhibit 99.1




           JCPENNEY REPORTS THIRD QUARTER EARNINGS OF $0.94 PER SHARE

             Income From Continuing Operations Increases 58 Percent

      Management Raises Fourth Quarter Earnings Guidance to $1.58 Per Share


PLANO, Texas,  November 15, 2005 -- J. C. Penney Company, Inc. (NYSE: JCP) third
quarter  earnings from continuing  operations rose to $0.94 per share from $0.50
per  share  in last  year's  third  quarter.  On a  dollar  basis,  income  from
continuing  operations  increased 58 percent,  to $234 million from $148 million
last  year.  Earnings  per share  increased  primarily  as a result of  improved
operating  performance,  lower interest  expense and the impact of the company's
ongoing common stock buyback program, which is now substantially complete.

Myron E. (Mike) Ullman,  III, Chairman and Chief Executive Officer said, "We are
pleased with our operating  performance during the course of 2005, especially in
the third quarter, which was a very challenging retail environment.  As we enter
the fourth quarter, we are well positioned for the holiday selling season. While
there are issues  impacting the consumer,  we know we have a strong and exciting
selection  of national  and  private  brand  merchandise  that is  supported  by
compelling and creative marketing programs."

Ullman added,  "Customers are reacting  positively to changes that we are making
to our merchandise,  marketing and sales environment, and the performance of our
new stores continues to exceed plan.  Looking ahead, we are focused on executing
our  long-range  plan and believe  that  JCPenney is in a favorable  position to
benefit from  industry  consolidation.  In  addition,  our  financial  condition
continues to be very strong and provides the flexibility to capitalize on future
opportunities."



Operating Results

During the third  quarter,  comparable  department  store  sales  increased  2.5
percent on top of a 2.6  percent  increase  in last  year's  period.  Sales were
positive  across the  majority  of  merchandise  divisions,  and from a regional
perspective,  the  strongest  performance  continued  to be  realized  from  the
southeastern  and western  regions of the country.  During the  quarter,  Direct
(catalog/Internet)  sales  declined  0.9  percent,  compared  to a  3.6  percent
increase last year. Sales for jcpenney.com increased more than 25 percent in the
third quarter on top of a 30 percent increase last year.


Gross margin  improved by 110 basis points to 41.8 percent of sales,  reflecting
improvements in inventory  management,  seasonal  transition and overall flow of
merchandise,  as well as continued  strength in the performance of the company's
private brand merchandise.  SG&A expense dollars increased with the higher sales
volume,  and were flat as a percent of sales. SG&A expenses in the third quarter
included the previously  disclosed  one-time credit of approximately $13 million
related to the  favorable  resolution  of the Visa  Check/MasterMoney  Antitrust
litigation settlement, which was essentially offset by hurricane related costs.

Operating profit was $401 million,  or 8.9 percent of sales,  compared with $342
million,  or 7.8 percent of sales last year.  This  represents an increase of 17
percent, or 110 basis points as a percent of sales.

Other Charges and Credits

Net interest expense was $41 million in the third quarter,  with interest income
benefiting  principally from higher short-term  interest rates on cash balances.
The effective income tax rate for continuing  operations was 36 percent, in line
with previous guidance.

Financial Condition

As of October 29,  2005,  the company had cash  investments  of $2.0 billion and
long-term  debt totaled  $3.5  billion.  Free cash flow is trending  higher than
recent guidance, principally as a result of improved operating performance. As a
result,  the company currently expects to generate at least $300 million of free
cash flow for the fiscal year.



Capital Structure Repositioning


During the third quarter, the company  substantially  completed its common stock
repurchase program, repurchasing 23.8 million shares of its common stock in open
market  transactions.  In total,  the company has repurchased  approximately  44
million  shares in fiscal  2005 for about $2.2  billion.  Since  initiating  the
program in August 2004,  the company has  repurchased  approximately  94 million
shares of common stock for about $4.1 billion.


Earnings Guidance

The  company   currently  expects  to  generate  fourth  quarter  earnings  from
continuing  operations of  approximately  $1.58 per share.  This would result in
full year earnings from continuing  operations of approximately $3.51 per share,
an  increase  of more than 50 percent  from the $2.20 per share  earned in 2004,
with operating profit exceeding 8 percent of sales.

This guidance reflects low single-digit increases for both comparable department
store and Direct (catalog/Internet) sales coupled with improved gross margin and
SG&A expense  ratios  compared with fourth  quarter last year. In addition,  the
company  expects  net  interest  expense to be about $42  million for the fourth
quarter,  based on the current interest rate environment.  Average diluted share
counts for EPS calculations are expected to be approximately  235 million shares
for the fourth quarter and 255 million shares for the full year.

Conference Call/Webcast Details

Senior  management will host a live conference call and real-time webcast today,
November 15, 2005,  beginning at 9:30 a.m. ET. 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 5717200. The live webcast may be accessed via JCPenney's
Investor Relations page at  www.jcpenney.net,  or on  www.streetevents.com  (for
members) and www.earnings.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
Darcie Brossart; (972) 431-4753; dbrossar@jcpenney.com
Quinton Crenshaw; (972) 431-5581; qcrensha@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 October
29, 2005, J. C. Penney  Corporation,  Inc.  operated 1,017  JCPenney  department
stores  throughout  the United States and Puerto Rico.  JCPenney 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.

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,  including
the price and availability of oil and natural gas, changes in management, retail
industry  consolidations,  acts of terrorism or war,  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. In addition,  non-GAAP
terms referenced, such as EBITDA and free cashflow, are defined and presented in
the company's 2004 annual report on Form 10-K.


                                      # # #



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

                                                           13 weeks ended                          39 weeks ended
                                                       ----------------------------------   --------------------------------------
                                                         Oct. 29,     Oct. 30,    % Inc.      Oct. 29,      Oct. 30,      % Inc.
                                                           2005         2004      (Dec.)        2005          2004        (Dec.)
                                                       -----------  ----------- ---------   ------------  -----------   ----------

SALES PERCENTAGES:
Comparable department store sales increase                    2.5%         2.6%                     3.0%         6.0%
Direct (Catalog/Internet) sales (decrease)/increase          (0.9)%        3.6%                     3.5%         2.9%

STATEMENTS OF OPERATIONS:
Total net sales                                            $4,479       $4,391       2.0%      $ 12,578     $ 12,141          3.6%
Gross margin                                                1,874        1,789       4.8%         5,084        4,782          6.3%
Selling, general and administrative
   (SG&A) expenses                                          1,473        1,447       1.8%         4,162        4,067          2.3%
                                                       -----------  -----------             ------------  -----------
Operating profit                                              401          342      17.3%           922          715         29.0%
Net interest expense                                           41           68     (39.7)%          130          170        (23.5)%
Bond premiums and unamortized costs                             -           47       N/A             18           47        (61.7)%
Real estate and other income                                   (5)           -       N/A            (41)         (13)         N/A
                                                       -----------  -----------             ------------  -----------
Income from continuing operations
   before income taxes                                        365          227      60.8%           815          511         59.5%
Income tax expense                                            131           79      65.8%           288          178         61.8%
                                                       -----------  -----------             ------------  -----------
Income from continuing operations                          $  234       $  148      58.1%      $    527     $    333         58.3%
                                                       -----------  -----------             ------------  -----------
Discontinued operations, net of income tax
    expense/(benefit) of $-, $-, $28 and $(176)                 -            1       N/A             10         (142)         N/A
                                                       -----------  -----------             ------------  -----------
Net income                                                 $  234       $  149      57.0%      $    537     $    191        100.0% +
                                                       ===========  ===========             ============  ===========
Earnings per share from continuing
   operations - diluted                                    $ 0.94       $ 0.50      88.0%      $   2.01     $   1.10         82.7%

Earnings per share - diluted                               $ 0.94       $ 0.50      88.0%      $   2.05     $   0.64        100.0% +

FINANCIAL DATA:
Ratios as a % of sales:
      Gross margin                                           41.8%        40.7%                    40.4%        39.4%
      SG&A expenses                                          32.9%        32.9%                    33.1%        33.5%
      Operating profit                                        8.9%         7.8%                     7.3%         5.9%
Depreciation and amortization                              $   96       $   89                 $    271    $     257
Effective income tax rate for continuing operations          36.0%        34.9%                    35.4%        34.9%

COMMON SHARES DATA
Outstanding shares at end of period                         232.0        267.0                    232.0        267.0
Average shares outstanding (basic shares)                   246.3        279.2                    259.7        279.8
Average shares used for diluted EPS                         248.6        309.0                    262.3        307.6
Shares repurchased                                           23.8         27.6                     44.0         27.6
Total cost of shares repurchased                           $1,162      $ 1,040                  $ 2,188      $ 1,040

 







                           J. C. PENNEY COMPANY, INC.
               SUMMARY BALANCE SHEETS AND STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                              (Amounts in millions)
                                                                                                
                                                                     Oct. 29,                     Oct. 30,
                                                                       2005                         2004
                                                                    -----------                  ------------
SUMMARY BALANCE SHEETS:
Cash and short-term investments                                       $  2,044                      $  4,541
Merchandise inventory (net of LIFO reserves of $25 and $43)              4,229                         4,207
Other current assets                                                       469                           394
Property and equipment, net                                              3,655                         3,439
Other assets                                                             1,996                         2,058
Assets of discontinued operations                                            -                           250
                                                                    -----------                  ------------
      Total assets                                                    $ 12,393                      $ 14,889
                                                                    ===========                  ============
Accounts payable and accrued expenses                                 $  3,079                      $  3,091
Current maturities of long-term debt                                        15                           603
Current income taxes, payable and deferred                                 119                           103
Long-term debt                                                           3,454                         3,955
Long-term deferred taxes                                                 1,293                         1,291
Other liabilities                                                        1,010                           997
Liabilities of discontinued operations                                       -                           106
                                                                    -----------                  ------------
      Total liabilities                                                  8,970                        10,146
Stockholders' equity                                                     3,423                         4,743
                                                                    -----------                  ------------
      Total liabilities and stockholders' equity                      $ 12,393                      $ 14,889
                                                                    ===========                  ============


                                                                                39 weeks ended
                                                                    -----------------------------------------
                                                                     Oct. 29,                       Oct. 30,
SUMMARY STATEMENTS OF CASH FLOWS:                                      2005                          2004
                                                                    -----------                  ------------
Net cash provided by/(used in):
      Total operating activities                                       $   176 *                     $  (147)(1)*
                                                                    -----------                  ------------
      Investing activities
         Capital expenditures                                             (395)*                        (308)*
         Proceeds from sale of assets                                       28 *                          28 *
         Proceeds from the sale of discontinued operations                 283                         4,666
                                                                    -----------                  ------------
      Total investing activities                                           (84)                        4,386
                                                                    -----------                  ------------
      Financing activities
         Change in debt                                                   (470)                         (850)
         Stock repurchase program                                       (2,161)                       (1,040)
         Other change in stock                                             171                           191
         Dividends paid, preferred and common                             (101)*                        (116)*
                                                                    -----------                  ------------
      Total financing activities                                        (2,561)                       (1,815)
                                                                    -----------                  ------------
Cash (paid for) discontinued operations                                   (136)                         (847)(2)
                                                                    -----------                  ------------
Net (decrease)/increase in cash and short-term investments              (2,605)                        1,577
Cash and short-term investments at beginning of period                   4,649                         2,964
                                                                    -----------                  ------------
Cash and short-term investments at end of period                       $ 2,044                       $ 4,541
                                                                    ===========                  ============

(1)   Included a voluntary $300 million, or $190 million after tax, contribution to the Company's pension plan.
(2)   Included an income tax payment of $624 million relating to the taxable gain on the sale of Eckerd.

*    Component of free cash flow, a non-GAAP measure.  Free cash flow was $(292)
     million and $(543)  million for the 39 weeks ended  10/29/05 and  10/30/04,
     respectively.