EXHIBIT 23(c)

                      [LETTERHEAD OF MILLER & CHEVALIER]


                                                                   March 4, 2002


J.C. Penney Company, Inc.
6501 Legacy Drive
Plano, Texas 75024-3698


     Re:   Convertible Subordinated Notes Due 2008
           Amendment No. 1 to the Registration Statement



Ladies and Gentlemen:

     We have acted as special tax counsel to J.C. Penney Company, Inc., a
Delaware corporation ("JCPenney"), in connection with its issuance of 5%
Convertible Subordinated Notes due October 15, 2008 (the "Notes") pursuant to
the terms of an Indenture (the "Indenture"), dated October 15, 2001, entered
into by JCPenney and The Bank of New York ("BONY"), as Trustee. We understand
that JCPenney was a party to a reorganization effected on January 27, 2002,
pursuant to which JCPenney changed its name to J.C. Penney Corporation, Inc. and
became a wholly-owned subsidiary of a newly-formed J.C. Penney Company, Inc.
("New JCPenney"). You have asked for our opinion regarding certain descriptions
of the United States federal income tax consequences of the purchase, ownership,
conversion, and disposition of the Notes included in Amendment No. 1 to the
Registration Statement on Form S-3 (the "Registration Statement") filed with the
U.S. Securities and Exchange Commission (the "Commission") on March 4, 2002,
pursuant to the Securities Act of 1933, as amended (the "Act").

     For purposes of rendering our opinion set forth below, we have examined and
relied upon the Registration Statement, the Indenture, and the First
Supplemental Indenture (the "Supplemental Indenture") dated as of
January 27, 2002, among JCPenney, New JCPenney, and BONY. We have assumed that:
(i) the Notes were issued in the manner contemplated by the Registration
Statement and in accordance with the provisions of the Indenture; (ii) no
material amendments have been made or subsequently will be made to the
Registration Statement, the Indenture, or the Supplemental Indenture; and (iii)
the representations and warranties of JCPenney set forth in the documents
referenced above are true, correct and complete and will not later become
inaccurate; and (iv) a substantial amount of the Notes was first sold for an
amount equal to the principal amount of the Notes (ignoring sales to any persons
or organizations acting in the capacity of underwriters). We also have relied
upon representations by JCPenney and New JCPenney that the modifications made by
the Supplemental Indenture did not alter the legal rights or obligations of the
holders in an economically significant manner and, in particular, that (i) the
addition of New JCPenney as co-obligor on the Notes did not result in a change
in the holders' payment expectations; and (ii) the addition of New JCPenney as
co-obligor on the Notes was not part of a transaction or series of related
transactions that will result in the substitution of a new obligor.

     Subject to the qualifications and limitations stated herein, we hereby
confirm that the discussion in the Registration Statement under the caption
"U.S. Federal Income Tax Considerations," although it does not purport to
discuss all possible United States federal income tax consequences of the
purchase, ownership, conversion, and disposition of the Notes, constitutes, in
all material respects, an accurate summary of the United States federal income
tax consequences of the purchase, ownership, conversion, and disposition of the
Notes under current law.



J.C. Penney Company, Inc.
Page 2



     Our opinion is based on the Internal Revenue Code of 1986, as amended,
Treasury Department regulations promulgated thereunder, administrative positions
of the Internal Revenue Service, and judicial decisions, all as in effect on the
date hereof and all of which are subject to change, either prospectively or
retroactively. Any change in the applicable laws or the facts and circumstances
surrounding the Notes or any inaccuracy in any of the statements,
representations, warranties, or assumptions that we relied upon to render this
opinion may affect the continuing validity of our opinion set forth herein. We
assume no responsibility to inform you of any such change or inaccuracy that may
occur or come to our attention.

     Our opinion is not binding on the Internal Revenue Service or a court, and
there can be no assurance that positions contrary to those stated in our opinion
may not be taken by the Internal Revenue Service or that a court would agree
with our opinion if litigated. Our opinion is limited to the federal income tax
matters specifically covered hereby, and we have not been asked to address, nor
have we addressed, any other tax consequences to the holders of the Notes or the
other parties to the transactions described in the Registration Statement. We do
not express any opinion concerning any laws other than the federal income tax
laws of the United States.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We further consent to the inclusion of
the discussion under the caption "U.S. Federal Income Tax Considerations" in the
Registration Statement, and the reference to our name in the Registration
Statement. In giving our consent, we do not thereby admit that we are within the
categories of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.

                                Sincerely,

                                MILLER & CHEVALIER, CHARTERED



                                By: /s/ Steven M. Rosenthal
                                   ----------------------------------------
                                   Steven M. Rosenthal



                                By: /s/ Frederick H. Robinson
                                   ----------------------------------------
                                   Frederick H. Robinson