Prospectus Supplement No. 4                     Filed Pursuant to Rule 424(b)(3)
                                                      Registration No. 333-74122

PROSPECTUS SUPPLEMENT
(To Prospectus dated April 5, 2002)


                         J. C. PENNEY CORPORATION, INC.

                                  $650,000,000
                   5% Convertible Subordinated Notes Due 2008

                           J. C. PENNEY COMPANY, INC.

     22,807,018 Shares of Common Stock Issuable Upon Conversion of the Notes


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     This prospectus  supplement relates to the resale of (i) up to $650,000,000
aggregate  principal amount of our 5% Convertible  Subordinated  Notes Due 2008,
and (ii) up to  22,807,018  shares  of our  common  stock  which  are  initially
issuable upon conversion of the notes by any holders thereof.  The notes and the
underlying common stock may be offered from time to time for the accounts of the
selling  securityholders named herein, in the prospectus dated April 5, 2002, or
in additional supplements to the prospectus. This prospectus supplement reflects
transactions  by  various  selling   securityholders   since  the  date  of  the
prospectus.

     The  notes  are  convertible,  in whole or in part,  at the  option  of the
selling  securityholder  at any time  prior  to the  close  of  business  on the
business day immediately  preceding October 15, 2008, unless previously redeemed
or repurchased, into shares of common stock, at a conversion price of $28.50 per
share  (equivalent to a conversion  rate of 35.0877 shares per $1,000  principal
amount of notes),  subject to  adjustment in certain  circumstances.  Our common
stock is traded on The New York Stock  Exchange  under the symbol "JCP." On June
10,  2002,  the last sale price for our common stock as reported on The New York
Stock Exchange was $ 23.61 per share.

     We will not receive any of the  proceeds  from the sale of the notes or the
underlying common stock being offered by the selling securityholders.  The notes
and the  underlying  common stock may be offered in negotiated  transactions  or
otherwise,  at market  prices  prevailing  at the time of sale or at  negotiated
prices. In addition, the shares of common stock may be offered from time to time
through  ordinary  brokerage  transactions on The New York Stock  Exchange.  See
"Plan of Distribution" in the prospectus.  The selling  securityholders  and any
brokers,  dealers or agents that participate with the selling securityholders in
the distribution of the notes or the underlying common stock may be deemed to be
"Underwriters"  within the  meaning  of the  Securities  Act,  in which case any
commissions  received by such  brokers-dealers,  agents or underwriters  and any
profit on the resale of the notes or the  underlying  common stock  purchased by
them may be  deemed  to be  underwriting  commissions  or  discounts  under  the
Securities Act.

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  SUPPLEMENT  IS  TRUTHFUL  OR  COMPLETE.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

            THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JUNE 11, 2002.






                             SELLING SECURITYHOLDERS

     The following  table,  which sets forth certain  information  regarding the
beneficial  ownership of notes by the selling  securityholders and the number of
shares of common  stock  issuable  upon  conversion  of the notes as of June 10,
2002, has been updated from the table contained in the "Selling Securityholders"
section  of  the  prospectus  to  update  some  positions  and  include  certain
additional selling securityholders. Any or all of the notes or underlying common
stock  listed  below  may be  offered  for  sale  pursuant  to  this  prospectus
supplement by the selling  securityholders  from time to time.  Accordingly,  no
estimate can be given as to the amount of the notes or  underlying  common stock
that will be held by the selling  securityholders  upon consummation of any such
sales. In addition, the selling securityholders  identified below may have sold,
transferred  or otherwise  disposed of all or a portion of their notes since the
date  on  which  the  information   regarding  their  notes  was  provided,   in
transactions  exempt from the  registration  requirements of the Securities Act.
Information about the selling  securityholder  may change over time. Any changes
in this information will be set forth in prospectus supplements, if required.

 


                                                                                              
                                                                                           Number of     Percent of
                                                                                           Shares of      Common
                                                                Percent      Number of       Common       Stock
                                                    Prin-       age of       Shares          Stock        Owned
                                                     cipal       Notes      into which        Owned        After
                                                    Amount        Out-       the Notes       Before         the
                                                      of        Standing     are Con-          the        Offering
Name                                               Notes (1)      (1)      vertible (2)   Offering (3)      (4)
- --------                                          -----------------------------------------------------------------
Argent Classic Convertible Arbitrage Fund          3,000,000       *           105,263          0            *
  (Bermuda) Ltd.
Argent Classic Convertible Arbitrage Fund L.P.     1,500,000       *            52,631          0            *
Argent Lowlev Convertible Arbitrage Fund LLC         700,000       *            24,561          0            *
Argent Lowlev Convertible Arbitrage Fund Ltd.      4,100,000       *           143,859          0            *
Lyxor Master Fund Ref: Argent/Lowlev CB            1,400,000       *            49,122          0            *
Pacific Life Insurance Company                     1,000,000       *            35,087          0            *
Zurich Institutional Benchmark Master Fund Ltd.    1,300,000       *            45,614          0            *











* Less than 1%.

     (1)  The  information  set forth herein is as of June 10, 2002 and is based
          upon $650,000,000 aggregate principal amount of notes outstanding.

     (2)  Assumes  conversion  of the full amount of notes held by such  selling
          securityholder at the initial  conversion price of $28.50 per share of
          J. C. Penney  Company,  Inc. common stock;  such  conversion  price is
          subject to  adjustment  as  described  under  "Description  of Notes -
          Conversion  of  Notes."  Accordingly,  the  number of shares of common
          stock  issuable upon  conversion of the notes may increase or decrease
          from  time  to  time.  Fractional  shares  will  not  be  issued  upon
          conversion  of the  notes;  cash  will be  paid in lieu of  fractional
          shares, if any.

     (3)  Does not include shares issuable upon conversion of the notes.

     (4)  Calculated  based  on  Rule  13d-3(d)(i)  of the  Exchange  Act  using
          267,668,646  shares  of common  stock of J. C.  Penney  Company,  Inc.
          outstanding  as of June 10,  2002.  Assumes  the  number  of shares of
          common stock issuable upon conversion of all of a particular  holder's
          notes are outstanding.  However,  this does not include the conversion
          of any other holder's notes.

     Information  about  other  selling  securityholders  will be set  forth  in
additional prospectus supplements, if requested.

     Other  than  their  ownership  of  our  securities,  none  of  the  selling
securityholders has had any material  relationship with us within the past three
years.  The  selling  securityholders  purchased  all of the  notes  in  private
transactions.  All of the notes and the  shares of common  stock  into which the
notes are convertible are "restricted securities" under the Securities Act.