8-K

UNITED STATES

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): June 16, 2012

J. C. PENNEY COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation ) 1-15274 (Commission File No.) 26-0037077 (IRS Employer  Identification No.)

           6501 Legacy Drive            Plano, Texas   (Address of principal executive offices)   75024-3698   (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 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)       J. C. Penney Company, Inc. (the “Company”) issued a press release today announcing that Michael R. Francis, President, will be leaving the Company, effective June 18, 2012.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01                      Financial Statements and Exhibits.

(d) Exhibit 99.1 J. C. Penney Company, Inc. News Release issued June 18, 2012

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/ Janet Dhillon    

      Janet Dhillon

Executive Vice President,

General Counsel and Secretary

Date:  June 18, 2012

EXHIBIT INDEX

Exhibit Number                         Description

99.1 J. C. Penney Company, Inc. News Release issued June 18, 2012

EX-99.1

Exhibit 99.1

JCPENNEY ANNOUNCES DEPARTURE OF MICHAEL FRANCIS 

PLANO, Texas (June 18, 2012) – J. C. Penney Company, Inc. ("jcpenney") (NYSE: JCP) today announced that Michael Francis will be leaving the Company, effective today. Chief Executive Officer Ron Johnson will assume direct responsibility and oversight of the company's marketing and merchandising functions. 

Johnson said, “We thank Michael for his hard work at jcpenney and wish him the best in his future endeavors.” 

about jcpenney

Over 110 years ago, James Cash Penney founded his company on the principle of treating customers the way he wanted to be treated himself: fair and square. Today, rooted in its rich heritage, J. C. Penney Company, Inc. (NYSE: JCP) is re-imagining every aspect of its business in order to reclaim its birthright and become America¹s favorite store. The Company is transforming the way it does business and remaking the customer experience across its 1,100 jcpenney stores and on jcp.com. At every visit, customers will discover straightforward Fair and Square Pricing, month-long promotions that are in sync with the rhythm of their lives, exceptionally curated merchandise, artful presentation, and unmatched customer service. For more information about jcpenney, visit jcp.com.

media relations

Kristin Hays or Daphne Avila

(972)431.3400 – jcpcorpcomm@jcp.com

investor relations

Eric Cerny or Angelika Torres

(972)431.5500 – jcpinvestorrelations@jcp.com

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