SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )
        
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[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                          J. C. PENNEY COMPANY, INC.
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               (Name of Registrant as Specified In Its Charter)


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   (Name of Person(s) Filing Proxy Statement if other than the Registrant)

   
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[LETTERHEAD OF JCPENNEY]


                                 April 15, 1999



Dear Fellow Stockholder:

     I am writing to ask you to follow your Board's recommendation and vote
against Item 4 on your proxy card, the proposal by a stockholder to amend the
Company's bylaws.  This proposal, and the Board's opposition to it, are
described in the Proxy Statement contained in this package for the Company's May
21, 1999 Annual Meeting of Stockholders.

     Your Board of Directors is unanimously opposed to the proposal for the
following reasons:

     .  The Company's stockholder rights plan was adopted to protect JCPenney's
  long-term value for all stockholders. The rights plan was designed to protect
  stockholders against potential abuses during the takeover process which
  unfairly discriminate against stockholders by providing the Board adequate
  time and flexibility either to negotiate the highest possible bid from a
  potential acquiror or to develop alternatives that might better maximize
  stockholder value.

        -  Recent studies by J.P. Morgan and Georgeson & Company indicate that
           rights plans like ours actually increase premiums paid by acquirors
           and do not reduce the likelihood of a tender offer being made.

     .  JCPenney's stockholder rights plan contains a three year independent
  director evaluation ("TIDE") provision, a feature which has been favorably
  received by stockholders of other companies.

        -  The TIDE provision requires that the rights plan be reviewed at least
           every three years by a Committee of the Board consisting of
           independent directors. The independent Committee is empowered to
           recommend to the full Board of Directors modifications to or
           termination of the rights plan.

        -  Ten of your eleven directors are independent.

     .  Since the proposed bylaw requires redemption of the current rights plan
  and stockholder approval for any new rights plan (a lengthy procedure), the
  Company would be unable to adopt a rights plan even in the case of a hostile
  bid deemed inadequate by the Board of Directors and would be deprived of a
  proven and necessary tool to maximize stockholder value.

 
     .  Your Board believes, based upon the opinion of the Company's Delaware
  legal counsel, that the proposal, if approved, would be invalid under Delaware
  law.

Please vote AGAINST Item 4.  Vote to keep your Board's ability to use the
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stockholder rights plan to maximize and protect your interest in the Company.
Your Board also recommends voting AGAINST Items 3, 5, and 6 for the reasons
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stated in the Proxy Statement.

     JCPenney has long been committed to the principles of good corporate
governance and to managing our Company in a way that is fair to our
stockholders, our associates, and to the people with whom JCPenney does
business.  These practices, in turn, serve to maximize value for our
stockholders.

     A proxy card is contained in this package.  Please mark and sign your
ballot and return your card in the enclosed postage paid envelope.  If you
prefer, you may cast your vote by telephone, following the instructions set
forth on the proxy card.

                                       Sincerely,

                                       /s/ J. E. OESTERREICHER

                                       J. E. Oesterreicher
                                       Chairman of the Board
                                       and Chief Executive Officer



Enclosures

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