SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                               Schedule 13G


                 Under the Securities Exchange Act of 1934
                            (Amendment No. 15)*


                        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))
                     
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    CUSIP No. 708160106

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

         Savings and Profit-Sharing Fund under Savings and Profit-
         Sharing Retirement 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          29,758,041.  See Item 4(c).
        EACH
      REPORTING    7.   SOLE DISPOSSITIVE POWER
       PERSON           -0-.  See Item 4(c).
        WITH
                   8.   SHARED DISPOSITIVE POWER
                        29,758,041.  See Item 4(c).

     9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         29,758,041.  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

         11.55%.  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. 15)

    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 and Profit-Sharing Fund under Savings and Profit-
               Sharing Retirement 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
               75301-1000

    Item 2(c)  Citizenship:
               Delaware

    Item 2(d)  Title of Class of Securities:
               Common Stock of $0.50 par value

    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: 29,758,041 shares (See Item 4(c)).   
          (b)  Percent of Class:  11.55.
          (c)  Number of shares as to which such person has:
               (i)   sole power to vote or to direct the vote - 0.
               (ii)  shared power to vote or to direct the vote-29,758,041. 
               Each of the issuer's employees who is a Savings and
               Profit-Sharing Retirement 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") credited to 
               
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               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 -
               29,758,041.  (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 each Plan participant
               may direct the Trustee to accept or reject the offer or to
               tender or not tender the shares of Penney Stock 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 the offer or to
               tender or not to tender shares of Penney Stock pursuant to
               an offer only if the sum of the number of shares it sold,
               exchanged or 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 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 for the benefit of current and certain 
               
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               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, or to the proceeds of the sale of shares of 
               Penney 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 and Profit-Sharing Fund under Savings and Profit-
    Sharing Retirement 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.

    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