SCHEDULE 14A INFORMATION
                                      
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                        J. C. Penney Company, Inc.
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               (Name of Registrant as Specified In Its Charter)

                              
                              
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JCPenney                                                   William R. Howell
                                                       Chairman of the Board



                                        April 11, 1996

[Addressee]


Dear _____________________:

Enclosed, for your review, are JCPenney's 1996 Proxy Statement and
Annual Report to Stockholders.  You will note that the Proxy Statement
contains three stockholder proposals, two of which, regarding the
Company's classified Board structure and Stockholder Rights Plan, are
similar to proposals submitted by the same proponents in prior years.
YOUR BOARD OF DIRECTORS HAS CAREFULLY EVALUATED THESE TWO PROPOSALS AND
URGES YOU TO VOTE AGAINST THEM FOR REASONS OUTLINED IN DETAIL IN THE
PROXY STATEMENT, AND SUPPLEMENTED BY THIS LETTER.

As you reflect on how to cast your vote, we hope that you will consider
these proposals not in isolation but rather within the larger context of
JCPenney's record of performance and sensitivity to stockholder
interests.

JCPenney has a long history of acting to build stockholder value. 
Indeed, we are guided in every decision we make by the overriding
mandate not just to create value but to take proactive steps to return
that value to stockholders.  We have a consistent record of dividend
increases over many years, the most recent of which was an 8.3% increase
in the quarterly dividend declared by the Board of Directors on March
13, 1996.  In our 1995 fiscal year, JCPenney's total stockholder return,
including dividends, has been 17%. For the past three fiscal years ending
January 27, 1996, JCPenney's total stockholder return has been 44% as
compared to 16% for the Standard & Poor's retail department store index.
Moreover, during the past two fiscal years, we have repurchased 17.5 million
shares, or 7% of the total shares outstanding, and have repurchased 92.1
million shares, or 31%, over the past ten years.

We believe there is a similar long history of progressive corporate
governance practices.  JCPenney's Board of Directors has been an
independent one for over sixteen years.  To better inform the
stockholders for whom we work on corporate governance matters, we
have included for many years special corporate governance sections
in both our Annual Report and Proxy Statement.  And, reflective of our
commitment to progressive corporate

                 -------------------------------------------
                 Customer Service is Our Number One Priority
                 -------------------------------------------

    J. C. Penney Company, Inc. * P. O. Box 10001 * Dallas, TX  75301-0001
        Executive Offices * 6501 Legacy Drive * Plano, TX  75024-3698




governance, we are proud to say that in 1994, your Company was awarded an A+
rating from the California Public Employees' Retirement System for the
favorable comparison of JCPenney Board practices with those contained in the
well-known General Motors Board Guidelines.

We are equally proud of our record of taking seriously stockholder
proposals--and supporting them when they are in the best interests of
all stockholders.  For example:

*    In our 1996 Proxy Statement, JCPenney is supporting a stockholder
     proposal seeking a report on doing business with foreign suppliers;

*    In 1991, the Company also supported a stockholder proposal
     requesting that JCPenney report on its activities in promoting
     minority and female business relationships, on equal employment
     opportunities, and on affirmative action; and

*    In 1989, the Company voluntarily adopted a confidential voting
     policy after receiving a stockholder request to do so.


We believe that the record supports the conclusion that JCPenney's Board
of Directors carefully considers the merits of stockholder proposals on
a case-by-case basis, and is guided by their fiduciary responsibilities
and by a determination of what is in the best interests of all of our
stockholders.

The Board's recommendation that you vote against two of the stockholder
proposals in our 1996 Proxy Statement reflects the Board's considered
judgment that the proper and effective management of the Company and the
interests of all stockholders are enhanced by the presence of the
Company's classified Board of Directors and Stockholder Rights Plan. 
These measures do not prevent the acquisition of the Company.  They do,
however, strengthen the hand of the Board to negotiate the highest
possible price in the event of an acquisition bid.  Indeed, a number of
respected studies indicate that companies with such provisions in place
achieve higher ultimate values in the event they are sold. 

A JCPenney associate will be calling you in the next few days to ensure
that you have received these materials. Thank you for your continuing
interest in and support of JCPenney.


                                        Warmest regards,



                                        /s/ W. R. Howell