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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): May 11, 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

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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. ("JCPenney") issued an earnings press release on
May 11,  2006,  announcing  its first  quarter 2006  results of  operations  and
financial condition. This information is attached as Exhibit 99.1.

     In addition to disclosing financial results presented in accordance with U.
S. generally accepted  accounting  principles  (GAAP),  JCPenney presents in the
earnings press release referred to above and will present in the related webcast
earnings  conference  call its  results  of  operations  in the  manner  that it
believes is most  meaningful  to investors,  including  use of certain  non-GAAP
financial  measures.  These terms are  identified  and  defined in Exhibit  99.2
attached  hereto and  incorporated  by reference into this Item 2.02 as if fully
set forth  herein.  The  methods  used by  JCPenney to  calculate  its  non-GAAP
financial measures may differ significantly from methods used by other companies
to compute  similar  measures.  As a result,  any  non-GAAP  financial  measures
provided by JCPenney may not be comparable to similar measures provided by other
companies.







                                   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:  May 11, 2006







                                  EXHIBIT INDEX

Exhibit Number          Description

99.1                    J. C. Penney Company, Inc.
                        News Release issued May 11, 2006

99.2                    Glossary of Certain Non-GAAP Financial Measures



                                                                    Exhibit 99.1




         JCPENNEY FIRST QUARTER EARNINGS PER SHARE INCREASED 45 PERCENT

          Operating Profit Increased 20 Percent to 8.7 Percent of Sales

                Progress on Long Range Plan for Growth Continues



First Quarter 2006 Highlights
- -----------------------------

o    Continued  strengthening  of operating  performance  - EPS from  continuing
     operations increased 45 percent
o    Increased the quarterly dividend by 44 percent
o    Revealed an accelerated new store growth plan beginning in 2007
o    Announced an exciting new beauty initiative with Sephora



PLANO,  Texas,  May 11, 2006 -- J. C. Penney  Company,  Inc.  (NYSE:  JCP) first
quarter  2006  earnings  per share from  continuing  operations  increased  45.2
percent to $0.90 per share from $0.62 per share in last year's period. Operating
profit  increased  19.8  percent to $369  million  from $308  million last year.
Operating  profit increased 120 basis points in this year's first quarter to 8.7
percent of sales, and benefited from growth in sales,  gross margin and leverage
of selling,  general and  administrative  expenses.  On a per share  basis,  net
income in the quarter,  including the effects of  discontinued  operations,  was
$0.89 per share compared to $0.63 per share last year.

"We are pleased with the progress the Company continues to make in executing the
long range plan, which is focused on building long term growth for our business.
We have established  strong momentum and are focused on accelerating  growth and
becoming a leader in the retail  industry,"  said Myron E. (Mike)  Ullman,  III,
chairman  and chief  executive  officer.  "In the first  quarter we  delivered a
strong  increase  in  earnings,  achieving  our twelfth  consecutive  quarter of
comparable  store sales gains and continued to improve both our gross margin and
SG&A expense ratios."





Ullman added, "While economic  indicators are generally  positive,  we know that
our  customers - the moderate  consumer - are faced with high energy  prices and
increasing interest rates. This makes it even more important that we deliver the
style, quality, and shopping experience they want."

The Company believes it is well positioned to benefit from the changes occurring
across the retail  landscape.  To capitalize on the  opportunity for JCPenney in
this new environment, the Company is focused on executing the long range plan to
drive continued improvement in its existing business and to deliver growth.

Commenting on its growth strategies, Ullman added, "We have recently announced a
number of exciting  new  programs to help  achieve our goals,  including a joint
initiative with Sephora that will make beauty available to the JCPenney customer
in our stores and through  jcp.com;  the  acceleration  of new store growth that
will add  approximately  175 new stores over the next four  years;  a cycle time
reduction program that will increase the speed of new product introductions; and
further  improvement in our multi-channel  initiative with jcp.com access at all
our stores.  To demonstrate  the  confidence we have in our  prospects,  we have
increased  our EPS  growth  target  to 16  percent  per year  over the next four
years."


Operating Results
- -----------------

First quarter total  department store sales increased 2.2 percent and comparable
department  store  sales  increased  1.3  percent,  in line  with the  Company's
expectations. Sales were strongest in fine jewelry, family footwear, children's,
and men's with the best regional  performance  in the  southeastern  and western
regions of the country.  During the quarter, Direct sales increased 3.9 percent,
primarily  as a result of  continued  strength  from  jcp.com,  which  increased
approximately 22 percent on top of a 35 percent increase last year.


Gross margin  increased  80 basis points to 41.9 percent of sales and  benefited
from better performance from private brands as well as continued  improvement in
seasonal transition and merchandise flow. SG&A expenses were well managed during
the quarter,  and improved by 40 basis  points,  to 33.2 percent of sales.  SG&A
expenses  reflect  leverage  of salary  costs  and  efficiencies  in the  Direct
business,  which were partially offset by higher marketing costs,  including the
launch of the Company's new branding campaign in March.



First quarter  operating  profit was $369 million,  a 19.8 percent increase from
last year's $308 million. As a percent of sales,  operating profit increased 120
basis points to 8.7 percent of sales from 7.5 percent of sales last year.

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

Net  interest  expense was $34 million in the quarter and  continued  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 first quarter, real estate and other provided
income of $22 million.

Income from continuing  operations  increased 24.6 percent to $213 million,  and
earnings per share from  continuing  operations  increased 45.2 percent to $0.90
per share. Net income, which includes discontinued operations, was $210 million,
or $0.89 per share.

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

During the  quarter a net  after-tax  charge of $3  million,  or about $0.01 per
share, was recorded related to ongoing adjustments to Eckerd reserves.

Financial Condition
- -------------------

The Company's  financial  condition  remains  strong.  As of April 29, 2006, the
Company had cash and short-term  investments of $2.8 billion and long-term debt,
including current maturities, of $3.5 billion. Merchandise inventories were $3.4
billion,  which was in line with expectations,  and reflect increases associated
with new stores. Free cash flow for the quarter was negative $269 million, which
was in line with expectations.

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

As previously announced,  the Company's Board of Directors authorized a new $750
million  common  stock  repurchase  program  in  February.  Due to  the  planned
announcements  of important  strategic  initiatives near the end of the quarter,
primarily  accelerated  store  growth and the Sephora  initiative,  no stock was
repurchased  in the first  quarter.  The  Company  continues  to expect that the
current  repurchase program will be completed in 2006 and that share repurchases
will  essentially  offset the  exercise of employee  stock  options for weighted
average



share calculation purposes.  In addition, as previously announced,  the Board of
Directors  approved a plan to increase the dividend by 44 percent,  to $0.72 per
share on an annualized basis.


Second Quarter 2006 Guidance
- -----------------------------

The  following   second  quarter   guidance   reflects  the  Company's   current
expectations:

o    Comparable store sales: low single digit increase
o    Direct sales: low single digit increase
o    Operating profit rate:  modest  improvement year over year,  primarily as a
     result of SG&A expense leverage
o    Interest expense: about $40 million
o    Income tax rate:  lower effective tax rate than first quarter,  trending to
     approximately 37 percent for the year
o    Earnings per share: in the area of $0.60 per share
o    Average diluted shares: approximately 238 million average diluted shares of
     common stock in the second quarter  (including about 3 million common stock
     equivalents)

Reflecting  improved  performance in the first quarter,  the Company now expects
full year  earnings  from  continuing  operations to be in the range of $4.24 to
$4.34 per share.

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

Senior  management will host a live conference call and real-time webcast today,
May 11, 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 6939841. 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 or Quinton Crenshaw; (972)431-3400;
jcpcorpcomm@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 151,000 associates.  As of April
29, 2006, J. C. Penney  Corporation,  Inc.  operated 1,021  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  operating  profit and free cash  flow,  are  defined  and  presented  in the
Company's 2005 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
                                                                       -----------------------------

                                                                          April 29,        April 30,         Inc.
                                                                             2006             2005          (Dec.)
                                                                       -----------------------------    -----------
SALES INCREASES:
- -----------------
Comparable department stores                                                  1.3%             2.8%
Direct                                                                        3.9%             5.4%

STATEMENTS OF OPERATIONS:
- -------------------------
Total net sales                                                            $ 4,220          $ 4,118           2.5%
Gross margin                                                                 1,769            1,694           4.4%
Selling, general and administrative (SG&A) expenses                          1,400            1,386           1.0%
                                                                       ------------     ------------
Operating profit                                                               369              308          19.8%
Net interest expense                                                            34               49         (30.6)%
Bond premiums and unamortized costs                                              -               13            N/A
Real estate and other (income)                                                 (13)             (22)           N/A
                                                                       ------------     ------------
Income from continuing operations
   before income taxes                                                         348              268          29.9%
Income tax expense                                                             135               97          39.2%
                                                                       ------------     ------------
Income from continuing operations                                            $ 213            $ 171          24.6%
                                                                       ------------     ------------
Discontinued operations, net of income tax (benefit)
    of $(2) and $-                                                              (3)               1            N/A
                                                                       ------------     ------------
Net income                                                                 $   210          $   172          22.1%
                                                                       ============     ============
Earnings per share from continuing
   operations - diluted                                                    $  0.90          $  0.62          45.2%
Earnings per share - diluted                                               $  0.89          $  0.63          41.3%

FINANCIAL DATA:
- ---------------
Ratios as a % of sales:
       Gross margin                                                           41.9%            41.1%
       SG&A expenses                                                          33.2%            33.6%
       Operating profit                                                        8.7%             7.5%
Depreciation and amortization                                              $    88          $    87
Effective income tax rate for continuing operations                          38.8%             36.2%

COMMON SHARES DATA:
- -------------------
Outstanding shares at end of period                                          234.6            266.6
Average shares outstanding (basic shares)                                    233.7            271.3
Average shares used for diluted EPS                                          236.3            274.0
Shares repurchased                                                               -              7.7
Total cost of shares repurchased                                           $     -          $   360




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

                                                                                       
                                                                          April 29,        April 30,
SUMMARY BALANCE SHEETS:                                                      2006             2005
- -------------------------
                                                                       ------------     ------------
Cash and short-term investments                                            $ 2,791         $  4,115
Merchandise inventory (net of LIFO reserves of $24 and $25)                  3,355            3,258
Other current assets                                                           450              446
Property and equipment, net                                                  3,787            3,574
Other assets                                                                 1,995            2,017
Assets of discontinued operations                                                -              289
                                                                       ------------     ------------
       Total assets                                                        $12,378         $ 13,699
                                                                       ============     ============
Accounts payable and accrued expenses                                      $ 2,424         $  2,559
Short-term debt                                                                  -               72
Current maturities of long-term debt                                           345              264
Current income taxes, payable and deferred                                       -              102
Long-term debt                                                               3,116            3,461
Long-term deferred taxes                                                     1,277            1,320
Other liabilities                                                              967            1,031
Liabilities of discontinued operations                                           -              128
                                                                       ------------     ------------
       Total liabilities                                                     8,129            8,937
Stockholders' equity                                                         4,249            4,762
                                                                       ------------     ------------
      Total liabilities and stockholders' equity                          $12,378         $ 13,699
                                                                       ============     ============



                                                                              13 weeks ended
                                                                       -----------------------------

                                                                          April 29,        April 30,
SUMMARY STATEMENTS OF CASH FLOWS:                                            2006             2005
- ---------------------------------                                      ------------     ------------

Net cash (used in)/provided by:
       Total operating activities                                          $  (119) *       $    34  *
       Investing activities:
          Capital expenditures                                                (126) *           (97) *
          Proceeds from sale of assets                                           5  *            16  *
                                                                       ------------     ------------

       Total investing activities                                             (121)             (81)
       Financing activities:
          Change in debt                                                        (3)            (138)
          Stock repurchase program                                               -             (318)
          Other changes in stock                                                54               75
          Dividends paid                                                       (29) *           (35) *
                                                                       ------------     ------------
       Total financing activities                                               22             (416)
Cash (paid) for discontinued operations                                         (7)             (71)
                                                                       ------------     ------------
Net (decrease) in cash and short-term investments                             (225)            (534)
Cash and short-term investments at beginning of period                       3,016            4,649
                                                                       ------------     ------------
Cash and short-term investments at end of period                           $ 2,791          $ 4,115
                                                                       ============     ============
 

* Component  of free cash flow,  a non-GAAP  measure.  Free cash flow was $(269)
million  and $(82)  million  for the 13 weeks ended April 29, 2006 and April 30,
2005, respectively.







                                                                    Exhibit 99.2

                 Glossary of Certain Non-GAAP Financial Measures


Free  Cash  Flow  from  Continuing  Operations  -  cash  provided  by  operating
- -----------------------------------------------
activities from continuing  operations less dividends and capital  expenditures,
net of proceeds from the sale of assets. Management believes free cash flow from
continuing  operations  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. The most directly comparable  financial measure calculated
and  presented  in  accordance  with  GAAP is net  cash  provided  by  operating
activities.

Operating  Profit/Earnings  Before Interest and Taxes (EBIT) - represents  gross
- -------------------------------------------------------------
margin  less  selling,  general  and  administrative  expenses,  and is the  key
measurement  on which  management  evaluates  the financial  performance  of the
retail operations.  Operating  profit/EBIT  excludes net interest expense,  bond
premiums  and  unamortized  costs and real estate and other.  The most  directly
comparable financial measure calculated and presented in accordance with GAAP is
income from continuing operations before income taxes.