SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                               Schedule 13G


                 Under the Securities Exchange Act of 1934
                            (Amendment No. 5)*


                        J. C. PENNEY COMPANY, INC.
                             (Name of Issuer)


                      Common Stock of $0.50 par value
                      (Title of Class of Securities)


                                 708160106   
                              (CUSIP Number)


     Check the following box if a fee is being paid with this statement { }.  
     (A fee is not required only if the filing person:  (1) has a
     previous statement on file reporting beneficial ownership of more
     than five percent of the class of securities described in Item 1;
     and (2) has filed no amendment subsequent thereto reporting
     beneficial ownership of five percent or less of such class.)  (See
     Rule 13d-7).

     *The remainder of this cover page shall be filled out for a
     reporting person's initial filing on this form with respect to the
     subject class of securities, and for any subsequent amendment
     containing information which would alter the disclosures provided in
     a prior cover page.

     The information required in the remainder of this cover page shall
     not be deemed to be "filed" for the purpose of Section 18 of the
     Securities Exchange Act of 1934 ("Act") or otherwise subject to the
     liabilities of that section of the Act but shall be subject to all
     other provisions of the Act (however, see the Notes).

                     (Continued on following page(s))


    2

    CUSIP No. 708160106

     1.  NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Savings, Profit-Sharing and Stock Ownership Plan of J. C. Penney
         Company, Inc.

     2.  CHECK THE APPROPRIATE BOX IF A NUMBER OF A GROUP*      (a) / /
                                                                (b) / /

     3.  SEC USE ONLY

     4.  CITIZENSHIP OR PLACE OF ORGANIZATION

         Delaware

                   5.   SOLE VOTING POWER
      NUMBER OF         -0-.  See Item 4(c).
       SHARES
    BENEFICIALLY   6.   SHARED VOTING POWER
      OWNED BY          27,834,983.  See Item 4(c).
        EACH
      REPORTING    7.   SOLE DISPOSSITIVE POWER
       PERSON           -0-.  See Item 4(c).
        WITH
                   8.   SHARED DISPOSITIVE POWER
                        27,834,983.  See Item 4(c).

     9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         27,834,983.  See Item 4(c).

    10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
         SHARES*

    11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         10.80%.  See Item 4(b).

    12.  TYPE OF REPORTING PERSON*

         EP

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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549
                               SCHEDULE 13G
                 Under the Securities Exchange Act of 1934
                             (Amendment No. 5)


    Item 1(a)  Name of Issuer:
               J. C. PENNEY COMPANY, INC.

    Item 1(b)  Address of Issuer's Principal Executive Offices:
               6501 Legacy Drive, Plano, Texas 75024-3698

    Item 2(a)  Name of Person Filing:
               Savings, Profit-Sharing and Stock Ownership Plan of
               J. C. Penney Company, Inc.

    Item 2(b)  Address of Principal Business Office:
               6501 Legacy Drive, Plano, Texas  75024-3698
               mailing address, P. O. Box 10001, Dallas, Texas 75265-9000

    Item 2(c)  Citizenship:
               Delaware

    Item 2(d)  Title of Class of Securities:
               Common Stock of $0.50 par value
               (Series B ESOP Convertible Preferred Stock ("ESOP Preferred 
               Stock") - each share being convertible into 10 shares of 
               Common Stock ("ESOP Preferred Common Stock Equivalent"))

    Item 2(e)  CUSIP No. 708160106

    Item 3     If this statement is filed pursuant to Rule 13d-1(b), 
               or 13d-2(b), check whether the person filing is a:

          (f)  [x]   Employee Benefit Plan, Pension Fund which is subject 
               to the provisions of the Employee Retirement Income Security 
               Act of 1974 or Endowment Fund.

    Item 4     Ownership.
          (a)  Amount Beneficially Owned: 27,834,983 shares. (See Item 4(c)).
          (b)  Percent of Class: 10.80%.
          (c)  Number of shares as to which such person has:

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               (i)    sole power to vote or to direct the vote - 0.
               (ii)   shared power to vote or to direct the vote -27,834,983. 
               Each of the issuer's employees who is a Savings, Profit-
               Sharing and Stock Ownership Plan ("Plan") participant and
               who has been allocated shares under the Plan ("Allocated
               Stock") is entitled to instruct the trustee ("Trustee") of
               the Plan (State Street Bank and Trust Company) on how to
               vote the shares of Common Stock of $0.50 par value of the
               issuer ("Penney Stock") and the ESOP Preferred Common Stock
               Equivalent shares credited to such participant's accounts
               under the Plan plus an allocable portion of all Allocated
               Stock for which no direction has been received and/or
               shares not credited to any participant's account
               ("Unallocated/Undirected Stock").  The Trustee is obligated
               to vote such Allocated Stock and Unallocated/Undirected
               Stock as instructed, and to vote any Unallocated/Undirected
               Stock for which it has not received voting instructions
               from the participants, but only in the same manner and
               proportion as the voting of participants who gave timely
               voting instructions with respect thereto.
               (iii)  sole power to dispose or to direct the disposition of - 0.
               (iv)   shared power to dispose or to direct the disposition of -
               27,834,983.  (A) In the event of any offer (including but
               not limited to a tender or exchange offer within the
               meaning of the Securities Exchange Act of 1934, as amended)
               for shares of Penney Stock or ESOP Preferred Stock, each
               Plan participant may direct the Trustee to accept or reject
               the offer or to tender or not tender the shares of Penney
               Stock and the ESOP Preferred Stock Common Stock Equivalent
               credited to such participant's accounts under the Plan,
               plus an allocable portion of all Unallocated/Undirected
               Stock.  The Trustee shall be obligated to follow all such
               directions which are timely received.  The Trustee is to
               decide whether or not to accept or reject an offer or to
               tender or not to tender shares of Penney Stock or ESOP
               Preferred Stock, as the case may be, pursuant to an offer
               only if the sum of the number of shares it sold, exchanged or
                
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               transferred in accordance with any other offer during
               the preceding twelve months plus the number of shares
               subject to an outstanding offer is fewer than 10% of the
               total number of shares held by the Plan.  (B) Although the
               Trustee does not normally trade shares of Penney Stock or
               ESOP Preferred Stock held by it, under certain
               circumstances a participant may give instructions regarding
               his or her accounts which may result in the sale or
               transfer of certain shares by the Trustee.

    Item 5     Ownership of Five Percent or Less of a Class.
               Not applicable

    Item 6     Ownership of More than Five Percent on Behalf of Another 
               Person.

               The filing person maintains a trust which holds shares of Penney
               Stock and ESOP Preferred Stock (See Item 2(d) above) for the 
               benefit of current and certain former employees of the issuer
               who are participants in the Plan.  Participants in the Plan have 
               the right upon termination, pursuant to the terms of the Plan, 
               to the vested shares of Penney Stock (including converted ESOP 
               Preferred Stock), or to the proceeds of the sale of shares of 
               Penney Stock (including converted ESOP Preferred Stock).

    Item 7     Identification and Classification of the Subsidiary Which 
               Acquired the Security Being Reported on By the Parent 
               Holding Company.
               Not Applicable

    Item 8     Identification and Classification of Members of the Group
               Not Applicable

    Item 9     Notice of Dissolution of Group.
               Not applicable

    Item 10    Certification.
               Not applicable

    The filing of this statement shall not be construed as an admission that
    the Savings, Profit-Sharing and Stock Ownership Plan of J. C. Penney 
    Company, Inc. is, for the purposes of Section 13(d) or 13(g) of the 
    Securities Exchange Act of 1934, as amended, the beneficial owner of 
    any securities covered by this statement.

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    By signing below I certify that, to the best of my knowledge and belief,
    the securities referred to above were acquired in the ordinary course of 
    business and were not acquired for the purpose of and do not have the 
    effect of changing or influencing the control of the issuer of such 
    securities and were not acquired in connection with or as a participant 
    in any transaction having such purposes or effect.

    Signature.

    After reasonable inquiry and to the best of my knowledge and belief, I
    certify that the information set forth in this statement is true, 
    complete and correct.

    Date:  February 9, 1994


                                                
    Signature


    /s/ Anthony J. Dennigan
        Anthony J. Dennigan 
        Benefits Operations Manager