==============================================================================

                       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 16, 2006


                           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  13e-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  16, 2006,
announcing  its fourth 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:  February 23, 2006







                                  EXHIBIT INDEX

Exhibit Number                    Description

99.1                             J. C. Penney Company, Inc.
                                 News Release issued February 16, 2006






                                                                    Exhibit 99.1










            JCPENNEY OPERATING PROFIT INCREASES 22.5 PERCENT IN 2005

      Board of Directors Approves New $750 Million Common Stock Repurchase
         Program and Plan to Increase Annualized Dividend by 44 Percent

            First Year of Long Range Plan Validates Vision for Growth


2005 Results Summary

o    Operating  profit  increased  14.5  percent in the fourth  quarter and 22.5
     percent for the year
o    Income from continuing  operations  increased 38.9 percent for the quarter,
     and 48.7 percent for the year
o    Earnings per share from  continuing  operations  increased 68.4 percent for
     the quarter and 74.1 percent for the year
o    Positive  free cash flow  exceeds  $700  million
o    Opened 18 new stores in 2005, the most in eight years
o    Sales for jcp.com surpass $1 billion


PLANO,  Texas, Feb. 16, 2006 -- J. C. Penney Company,  Inc. (NYSE: JCP) reported
fourth  quarter  and full  year  income  from  continuing  operations  that were
significantly ahead of 2004 levels.  Income from continuing operations continued
to benefit from substantial  improvement in core operating  results coupled with
the effects of the company's recently completed capital structure  repositioning
program.  Earnings per share from  continuing  operations for the fourth quarter
and full year were  $1.92 per  share  and  $3.83 per  share,  respectively,  and
included $0.21 per share and $0.20 per share, respectively,  from the effects of
a previously  disclosed one-time tax benefit.  Net income in the fourth quarter,
including discontinued operations, increased to $2.34 per share.

"Our  performance in 2005  demonstrates  the progress we are making in executing
JCPenney's  Long  Range  Plan  objective  to  achieve  leadership  in the retail
sector," said Myron E. (Mike) Ullman, III, chairman and chief executive officer.
"In 2005, we continued to produce sustained growth in quarterly and annual sales
and  operating  profit.  In  addition,  our growth  initiatives  and our capital
structure  repositioning program combined to generate superior EPS growth. Based
on these results,  our board of directors has  demonstrated  their confidence in
the company's



longer term prospects by authorizing a new $750 million common stock  repurchase
program and approving a plan to increase the dividend by 44 percent."

Ullman added, "Over the past year, we have made substantial  improvements in our
merchandise  assortments and taken actions to make JCPenney an easy and exciting
place to shop. We will  celebrate this with the launch next month of the largest
branding  campaign in the  company's  history.  This  campaign  will include the
opening of the JCPenney Experience virtual store in New York City's Times Square
and our exclusive retail sponsorship of the Academy Awards.

"As we look ahead, we recognize that there may be short-term  disruptions caused
by  industry  consolidation  and that our  customer  continues  to be faced with
issues such as high energy prices and changes to consumer  credit payment terms.
Nevertheless,  we are focused on each of the  initiatives in our Long Range Plan
and capitalizing on the many opportunities that lie before us."

Growth Initiatives
- -------------------

During 2005, the company launched its 2005 to 2009 Long Range Plan,  identifying
four key strategies:  1) making an emotional  connection  with the customer,  2)
making  JCPenney an easy and exciting place to shop, 3) making  JCPenney a great
place to work, and 4) becoming a leader in performance and execution. In support
of the Long Range Plan, the company introduced  lifestyle  merchandising,  which
led to the launch of several new private and exclusive brands,  including nicole
by Nicole Miller, W - Work to Weekend,  nick(it),  a.n.a, Solitude,  Studio, and
Miss Bisou,  and the expansion of Chris Madden for the JCPenney Home Collection.
In 2005, the company opened the most new stores in one year since 1997,  opening
18 stores,  the majority of which were in the  successful  off-mall  format.  In
addition,  the company  launched  the  rollout of a new POS system that  reduces
transaction  time and will  provide  Internet  connectivity  to over  35,000 POS
devices to enhance the customer shopping experience.  During 2005, more than 430
stores were converted to the new technology, with the remaining stores scheduled
for conversion in 2006.




Operating Performance
- ---------------------

Fourth quarter total department store sales increased 4.2 percent and comparable
department  store sales  increased 2.6 percent.  Sales were  generally  positive
throughout the store with the best regional  performance in the southeastern and
western regions of the country.  During the quarter,  Direct  (catalog/Internet)
sales increased 3.7 percent, with sales for www.jcp.com increasing approximately
22 percent.  For the full year,  Internet sales increased nearly 28 percent and,
as previously announced,  surpassed the $1 billion mark. Total net sales for the
fourth quarter were $6.2 billion.


On a FIFO basis, gross margin increased about 20 basis points.  Gross margin for
the quarter was down slightly on a LIFO basis, at 37.0 percent of sales,  due to
a reduction  in this  year's LIFO  adjustment  versus last year.  In 2005,  LIFO
generated a credit of about $1 million  compared with an $18 million credit last
year.  SG&A  expenses  were well managed  during the quarter and improved by 110
basis points, to 26.4 percent of sales. SG&A expenses benefited principally from
changes in our previously  announced store staffing model, more effective use of
advertising and efficiencies in the Direct channel.

Fourth quarter  operating profit was $655 million,  a 14.5 percent increase from
last year's $572 million. As a percent of sales,  operating profit increased 100
basis points to 10.6 percent of sales from 9.6 percent of sales last year.

For the full year,  operating profit increased 22.5 percent to $1,577 million on
approximately  $18.8  billion in net sales.  Income from  continuing  operations
increased 48.7 percent to $977 million,  and earnings per share from  continuing
operations increased 74.1 percent to $3.83 per share. Net income, which includes
discontinued operations, was $1,088 million, or $4.26 per share.

Other Charges and Credits
- ---------------------------

Net  interest  expense was $39 million in the quarter and  continues  to benefit
from rising  short-term  interest  rates on the company's cash  investments.  In
addition,  the  company  recognized  $13  million of income from real estate and
other,  principally  related to ongoing real estate  operations and gains on the
sale of properties.  In last year's fourth quarter,  real estate and other was a
charge of $25 million,  including  costs  associated  with the company's  senior
management transition.



As previously reported,  taxes for continuing  operations benefited  principally
from the  elimination  of state  tax  valuation  allowances  as a result  of the
company's  ability to utilize the related net  operating  loss tax assets.  This
reduced the  effective  income tax rate and  increased  earnings  per share from
continuing operations by $0.21 per share in the fourth quarter.


Discontinued Operations
- -----------------------

Discontinued  operations in this year's fourth quarter  consists  principally of
positive tax  adjustments  resulting  from the resolution of certain tax matters
related to the company's former Eckerd drugstore  operations,  which the company
sold in 2004.

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

Free cash flow (cash provided by operating activities less dividends and capital
expenditures,  net of  proceeds  from the sale of assets)  for the year  totaled
approximately $700 million,  representing the sixth consecutive year of positive
free cash flow and exceeding the most recent guidance. Capital expenditures were
$535 million for the year. As of Jan. 28, 2006, the company had cash investments
of $3 billion and long-term debt totaled $3.5 billion.



Common Stock Repurchase Program and Dividends
- ----------------------------------------------

During 2005, the company completed its previously  authorized  capital structure
repositioning  program with the  repurchase  of $2.2 billion of common stock and
$400  million of  long-term  debt  retirements.  Consistent  with the  company's
long-term financial strategy,  the company's board of directors has authorized a
new $750  million  common  stock  repurchase  program,  which is  expected to be
completed  by the end of fiscal  2006.  In  addition,  the board has  approved a
dividend plan that provides for a 44 percent  increase in the annualized  common
stock dividend,  to $0.72 per share,  beginning with the quarterly dividend that
the company expects to pay in May.



2006 Guidance
- --------------

The  following  first quarter and  full-year  guidance is based on  management's
current expectations for fiscal 2006, which is a 53 week year:

o    Comparable store sales: up low-single digits
o    Direct sales: up low- to mid-single digits
o    Operating   profit  rate:   modest   improvement   year  over  year,   with
     contributions from both gross margin and SG&A expenses.
o    Interest  expense:  approximately  $40 to $45  million  per  quarter,  $170
     million for the year
o    Income tax rate:  effective quarterly rate of 38.6 percent,  with potential
     tax credits  beyond the first quarter that are expected to result in a full
     year rate of approximately 37 percent
o    Earnings per share:  full year  earnings  between $4.14 to $4.24 per share,
     with first quarter earnings in the area of $0.80 per share
o    Average diluted shares: approximately 236 million average diluted shares of
     common stock in the first quarter and 233 million  shares for the full year
     (including about 3 million common stock equivalents)
o    Capital expenditures: approximately $800 million
o    New stores:  expect to open about 27 new stores,  with the  majority  being
     off-mall locations; majority of store openings are expected to occur in the
     second half of the year,  with  approximately  1 percent net square footage
     growth for the year
o    Free cash flow: approximately $200 million


Conference Call/Webcast Details
- --------------------------------

Senior  management will host a live conference call and real-time webcast today,
Feb. 16, 2006,  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 5717203. 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

Media Relations
- ---------------
Darcie Brossart; (972) 431-3400; dbrossar@jcpenney.com
Quinton Crenshaw; (972) 431-3400; 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 Jan. 28,
2006, J. C. Penney Corporation, Inc. operated 1,019 JCPenney department stores
throughout the United States and Puerto Rico. JCPenney is the nation's largest
catalog merchant of general merchandise, and jcp.com is one of the largest
apparel and home furnishings sites on the Internet. JCPenney refers to the
Internet/catalog business as Direct.

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, impact of changes in consumer
credit payment terms,  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 cash flow,  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                            52 weeks ended
                                                        ----------------------                     ----------------------
                                                           Jan. 28,      Jan. 29,     %Inc.        Jan. 28,    Jan. 29,    % Inc.
                                                              2006          2005      (Dec.)          2006        2005      (Dec.)
SALES INCREASES:
- ----------------
Comparable department stores                                   2.6%          2.8%                      2.9%        4.9%
Direct (Catalog/Internet)                                      3.7%          3.9%                      3.6%        3.3%

STATEMENTS OF OPERATIONS:
- -------------------------
Total net sales                                            $ 6,203       $ 5,955        4.2%      $ 18,781    $ 18,096        3.8%
Gross margin                                                 2,292         2,207        3.9%         7,376       6,989        5.5%
Selling, general and administrative
   (SG&A) expenses                                           1,637         1,635        0.1%         5,799       5,702        1.7%
                                                             -------       -------                  -------      -------
Operating profit                                               655           572       14.5%         1,577       1,287       22.5%
Net interest expense                                            39            53      (26.4)%          169         223      (24.2)%
Bond premiums and unamortized costs                              -             -        N/A             18          47        N/A
Real estate and other (income)/expense                         (13)           25        N/A            (54)         12        N/A
                                                             -------       -------                   -------     -------
Income from continuing operations
   before income taxes                                         629           494       27.3%         1,444       1,005       43.7%
Income tax expense                                             179           170        5.3%           467         348       34.2%
                                                             -------       -------                   -------     -------
Income from continuing operations                          $   450       $   324       38.9%         $ 977    $    657       48.7%
Discontinued operations, net of income tax
    (benefit) of $(95), $(2), $(67) and $(178)                 101             9        N/A            111        (133)       N/A
                                                             -------       -------                   -------     -------
Net income                                                 $   551       $   333       65.5%      $  1,088    $    524      100.0% +
                                                             =======       =======                  ========    ========
Earnings per share from continuing
   operations - diluted                                    $  1.92       $  1.14       68.4%      $   3.83    $   2.20       74.1%
Earnings per share - diluted                               $  2.34       $  1.17      100.0%      $   4.26    $   1.76      100.0% +

FINANCIAL DATA:
- --------------
Ratios as a % of sales:
      Gross margin                                            37.0%         37.1%                     39.3%       38.6%
      SG&A expenses                                           26.4%         27.5%                     30.9%       31.5%
      Operating profit                                        10.6%          9.6%                      8.4%        7.1%

LIFO credit                                                    $ 1          $ 18                       $ 1    $     18
Depreciation and amortization                                  101           102                       372         359
Effective income tax rate for continuing operations           28.5%         34.4%                     32.3%       34.6%

COMMON SHARES DATA:
- ------------------
Outstanding shares at end of period                          232.9         271.4                     232.9       271.4
Average shares outstanding (basic shares)                    232.4         278.2                     252.8       279.4
Average shares used for diluted EPS                          234.9         284.9                     255.4       306.8
Shares repurchased                                             0.2          22.5                      44.2        50.1
Total cost of shares repurchased                           $    13       $   912                  $  2,201    $  1,952



                                       1

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

                                                                                               

                                                                         Jan. 28,                     Jan. 29,
                                                                            2006                        2005
                                                                          -------                      -------
SUMMARY BALANCE SHEETS:
- ------------------------
Cash and short-term investments                                          $  3,016                    $  4,649
Merchandise inventory (net of LIFO reserves of $24 and $25)                 3,210                       3,142
Other current assets                                                          476                         441
Property and equipment, net                                                 3,748                       3,575
Other assets                                                                2,011                       2,011
Assets of discontinued operations                                               -                         309
                                                                          -------                      -------
      Total assets                                                       $ 12,461                    $ 14,127
                                                                          =======                      =======
Accounts payable and accrued expenses                                    $  2,733                    $  2,770
Current maturities of long-term debt                                           16                         459
Current income taxes, payable and deferred                                      8                          68
Long-term debt                                                              3,449                       3,464
Long-term deferred taxes                                                    1,287                       1,319
Other liabilities                                                             961                       1,042
Liabilities of discontinued operations                                          -                         149
                                                                          -------                      -------
      Total liabilities                                                     8,454                       9,271
Stockholders' equity                                                        4,007                       4,856
                                                                          -------                      -------
      Total liabilities and stockholders' equity                         $ 12,461                    $ 14,127
                                                                          =======                      =======

                                                                                   52 weeks ended
                                                                         -------------------------------------
                                                                         Jan. 28,                     Jan. 29,
                                                                             2006                         2005
                                                                          -------                      -------
SUMMARY STATEMENTS OF CASH FLOWS:
Net cash provided by/(used in):
      Total operating activities                                         $  1,337 *                  $  1,111 (1)*
      Investing activities
         Capital expenditures                                                (535)*                      (398)*
         Proceeds from sale of assets                                          31 *                        34 *
         Proceeds from the sale of discontinued operations                    283                       4,666
                                                                          -------                      -------
      Total investing activities                                             (221)                      4,302
                                                                          -------                      -------
      Financing activities
         Change in debt                                                      (474)                       (856)
         Stock repurchase program                                          (2,252)                     (1,901)
         Other changes in stock                                               205                         247
         Dividends paid, preferred and common                                (131)*                      (150)*
                                                                          -------                      -------
      Total financing activities                                           (2,652)                     (2,660)
                                                                          -------                      -------
Cash (paid for) discontinued operations                                       (97)                     (1,068)
                                                                          -------                      -------
Net (decrease)/increase in cash and short-term investments                 (1,633)                      1,685
Cash and short-term investments at beginning of period                      4,649                       2,964
                                                                          -------                      -------
Cash and short-term investments at end of period                         $  3,016                    $  4,649
                                                                          =======                      =======

(1)   Includes a voluntary $300 million, or $190 million after tax, contribution to the Company's pension plan.

*  Component  of free cash  flow,  a non-GAAP  measure.  Free cash flow was $702 million  and  $597  million
   for  the  52  weeks  ended   1/28/06  and  1/29/05, respectively.


                                       2