8-K

               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) - November 3, 1996
                                
                                
                                
                                
                   J. C. PENNEY COMPANY, INC.
     (Exact name of registrant as specified in its charter)
                                
                                
                                
                                


       Delaware                      1-777                  13-5583779
(State or other jurisdiction       (Commission            (IRS Employer
    of incorporation)                File No.)          Identification No.)


 6501 Legacy Drive
 Plano, Texas                                               75024-3698
(Address of principal                                       (Zip code)
 executive offices)

Registrant's telephone number, including area code:    (972) 431-1000



Item 5.   Other Events.

     On November 3, 1996, J. C. Penney Company, Inc. (the "Company")
issued a press release announcing that it had entered into a definitive
agreement to acquire Eckerd Corporation. The press release is incorporated
by reference herein as Exhibit 20 hereto.


Item 7.   Financial Statements and Exhibits.

     (c)  Exhibits.

          20   J. C. Penney Company, Inc. press release dated November 3, 1996.



                            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.


                                   /s/ C. R. Lotter               
                                   ________________

                                   C. R. Lotter
                                   Executive Vice President,
                                   Secretary and General Counsel

Date:  November 4, 1996



                          Exhibit Index

Exhibit
Number         Description

 20            J. C. Penney Company, Inc. Press Release dated November 3, 1996.

EX-20

                                                        EXHIBIT 20
FOR IMMEDIATE RELEASE
                                        
JCPENNEY TO ACQUIRE ECKERD CORPORATION FOR $3.3 BILLION

- --Combination of Eckerd and Thrift Will Create
a $10 Billion Leader in the U.S. Drug Store Industry--
                                        
                                        
Plano, Texas, November 3, 1996 -- JCPenney Company, Inc. (NYSE:
JCP) and Eckerd Corporation (NYSE: ECK) today announced a
definitive agreement to combine  JCPenney's Thrift and the Eckerd
drug store operations through a cash and stock acquisition of
Eckerd by JCPenney.  The aggregate transaction value, including
the assumption of $760 million of Eckerd debt, is $3.3 billion.   

The transaction will be effected through a cash tender offer at
$35.00 per share for  approximately 37.1 million shares, or
50.1%, of Eckerd stock, to be followed by a  second-step merger
in which Eckerd shareholders will receive 0.6604 of a share of 
JCPenney stock for each remaining Eckerd share not purchased in
the cash tender  offer (valued at $35.00 per Eckerd share, based
on the price of JCPenney's stock as of the close of trading on
November 1,1996).  In conjunction with the transaction,
JCPenney's board has authorized a stock repurchase program of up
to 15 million of its shares, which will occur prior to the
issuance of approximately 24 million JCPenney shares to be issued
as part of the second-step merger. 

James E. Oesterreicher, Chief Executive Officer of JCPenney
Company, said:  "Our acquisition of Eckerd represents a major
strategic step which creates one of the nation's premier drug
store businesses.  Having been in the drug store business for 
more than 27 years, it is a business that we know and run well,
and that offers an  attractive long-term growth platform to
complement our strong and growing department  store and catalog
business, whose outlook remains outstanding."  

The planned acquisition would create a combined drug store
operation with a leading industry position.  After the
combination, JCPenney is expected to have



approximately 2,800 drug stores and approximately 25 million
square feet of drug store  retail space stretching across the
Northeast, Midwest and the Sunbelt, with combined  projected
fiscal 1997 sales approaching $10 billion.

JCPenney has been a leading player in the consolidating drug
store sector over the past eighteen months.  This acquisition
follows on the acquisition of Kerr Drug Stores in North Carolina
in 1995, Fay's in the Northeast in October 1996, and the pending  
purchase of 200 Rite Aid stores which is projected to be
completed in early 1997. With the acquisition of Eckerd,
JCPenney's drug store operations will represent about one third
of its total sales and will be a significant contributor to the
company's earnings. 

Mr. Oesterreicher said, "We were particularly attracted to Eckerd
because of its impressive record of sales and earnings growth,
its excellent geographic fit with Thrift, and its strong presence
and brand name recognition in markets with large and growing
populations.  We anticipate significant synergy from both cost
reductions and revenue enhancements.  In addition, JCPenney
brings merchandising opportunities and operational expertise
which we believe will add further value to the front end of the
drug store.  The effect of the cost savings, combined with the
share repurchase, is expected  to make the transaction accretive
to JCPenney's earnings per share in 1998."

Frank A. Newman, President and Chief Executive Officer of Eckerd,
said:  "We considered a number of strategic alternatives and the
management and Board of Directors of Eckerd unanimously concluded
that this transaction with JCPenney is best for Eckerd's
shareholders, employees and customers.  It is best for our
shareholders because they will receive a generous price for their
investment in Eckerd and an opportunity to continue to
participate in our continuing growth through their investment in
JCPenney.  Our associates and customers will have the added
advantage of benefiting from our alliance with JCPenney, one of
America's largest and best known retailers."



Mr. Newman will become Chief Executive Officer of the combined
Thrift and Eckerd.  Mr. Newman will report directly to Mr.
Oesterreicher and will become a member of the JCPenney Company
Management Committee.  A transition team headed by Mr. Newman and
including John E. Fesperman, JCPenney Senior Vice President and
Chairman of the Board of Thrift, and Robert Hannan, President and
Chief Executive Officer of Thrift, has been formed to ensure an
orderly integration of the two operations. 

The transaction, which has been unanimously approved by the
Boards of Directors of JCPenney and Eckerd, is subject to Eckerd
shareholder and customary regulatory approvals.  It is
contemplated that the exchange of shares in the second step of
the transaction will be tax-free to Eckerd shareholders.  It is
expected that both the acquisition and the share repurchase will
be completed in early 1997.

CS First Boston acted as financial advisor to JCPenney and
Merrill Lynch & Co. was financial advisor to Eckerd.

Eckerd Corporation, a Fortune 500 company, is one of America's
largest retail drug chains with sales of over $5.0 billion in
1995.  The company operates 1,724 drug stores in 13 states and
542 Eckerd Express Photo labs in eleven states.

JCPenney is America's largest department store, operating
approximately 1,250 JCPenney stores in all 50 states, Puerto
Rico, Mexico, and Chile.  The Company merchandises approximately
116 million square feet of space, the majority of which is in
premier shopping malls, more store space than any other U.S.
department store.  In addition, Company licensees operate smaller
JCPenney Collections stores offering JCPenney private brand
merchandise to consumers in the Middle East, Indonesia, and the
Philippines.  The JCPenney Catalog is the No. 1 catalog in sales
in the United States.  Additional businesses include Thrift Drug;
JCPenney insurance companies; and JCPenney National Bank.  



Contact:     Duncan Muir
            (972)431-1913 (Sunday, November 3, 1996)              
            (972)431-1329 (Monday, November 4, 1996) 

NOTE TO EDITORS:     A photo to accompany this story can be
retrieved in digital form by media without charge from Wieck
Photo DataBase (972)392-0888.

                                       ### 

[Map of Thrift Drug and Eckerd store locations in the United
States attached.]