DEFA14A

 
================================================================================
 
                           SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )
        
Filed by the Registrant [X]

Filed by a Party other than the Registrant [_] 

Check the appropriate box:

[_]  Preliminary Proxy Statement        [_]  Confidential, for Use of the 
                                             Commission Only (as permitted by
                                             Rule 14a-6(e)(2))
[_]  Definitive Proxy Statement 

[X]  Definitive Additional Materials 

[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                          J. C. Penney Company, Inc.
- --------------------------------------------------------------------------------
               (Name of Registrant as Specified In Its Charter)


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

   
Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

   
     (1) Title of each class of securities to which transaction applies:

     -------------------------------------------------------------------------


     (2) Aggregate number of securities to which transaction applies:

     -------------------------------------------------------------------------


     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
         the filing fee is calculated and state how it was determined):

     -------------------------------------------------------------------------
      

     (4) Proposed maximum aggregate value of transaction:

     -------------------------------------------------------------------------


     (5) Total fee paid:

     -------------------------------------------------------------------------

[_]  Fee paid previously with preliminary materials.
     
[_]  Check box if any part of the fee is offset as provided by Exchange
     Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.
     
     (1) Amount Previously Paid:
 
     -------------------------------------------------------------------------


     (2) Form, Schedule or Registration Statement No.:

     -------------------------------------------------------------------------


     (3) Filing Party:
      
     -------------------------------------------------------------------------


     (4) Date Filed:

     -------------------------------------------------------------------------

Notes:

EX-99.1

 
                                                   [BULLETIN BOARD ANNOUNCEMENT]
        
                                                                  April 30, 1997


A message from Chairman and Chief Executive Officer Jim Oesterreicher to
Associate Stockholders



You have recently received JCPenney's 1997 Proxy Statement and 1996 Annual
Report to Stockholders along with two proxy/voting instruction cards relating to
shares of voting stock held in the Company's Savings Plans.  The Proxy Statement
contains two stockholder proposals, one regarding the Company's classified Board
structure and the other regarding the Stockholder Rights Plan.  These are
substantially similar to proposals submitted by the same proponents in prior
years.

YOUR BOARD OF DIRECTORS HAS EVALUATED THESE TWO PROPOSALS AND RECOMMENDS THAT
YOU VOTE AGAINST THEM FOR REASONS OUTLINED IN DETAIL IN THE PROXY STATEMENT AND
AS SUPPLEMENTED BELOW. TO SO VOTE, MARK THE "AGAINST" BOXES REGARDING PROPOSALS 
4 AND 5 ON YOUR PROXY CARDS.

We are proud that during the past five years, JCPenney's total revenues have
increased from $18.5 billion to $23.6 billion and associate employment has
increased from 192,000 to 205,000 (an increase of 13,000 associates). With the
Eckerd acquisition, total revenues are expected to exceed $30 billion in 1997
and we welcome an additional 47,000 associates. Over the past five years, the
Company's annual dividend has increased by 49%, rising from $1.44 annually in
1993 to $2.14 in 1997. For the past five fiscal years ending Jan. 25, 1997,
JCPenney's total stockholder return has been 107% as compared to 42% for the
Standard & Poor's retail department store index. Obviously, this total 
stockholder return is based on the price of the stock on the day the percentages
are calculated.

As an associate stockholder you benefit directly from this performance
through the comprehensive benefits and career opportunities the Company is able
to provide. A prime example is the Company's match of JCPenney stock on your
Savings Plans deposits, which directly benefits your retirement savings. The
value of this JCPenney stock match for every dollar you contribute was 76 cents
in 1996 and topped the already strong 15-year average match of 70 cents. 

Your proxy/voting instruction cards will be kept confidential from the Company
and its directors, officers, and associates.

EX-99.2

 
                                                                [E-MAIL MESSAGE]
        
                                                                     May 8, 1997



A MESSAGE FROM JIM OESTERREICHER TO ASSOCIATE STOCKHOLDERS



You have recently received JCPenney's 1997 Proxy Statement and 1996 Annual
Report to Stockholders along with two proxy/voting instruction cards relating to
shares of voting stock held in the Company's Savings Plans.  The Proxy Statement
contains two stockholder proposals, one regarding the Company's classified Board
structure and the other regarding the Stockholder Rights Plan.  These are
substantially similar to proposals submitted by the same proponents in prior
years.

Your Board of Directors has carefully evaluated these two proposals and urges
you to vote against them for reasons outlined in detail in the Proxy Statement.
To so vote, mark the "Against" boxes regarding proposals 4 and 5 on your proxy
cards. We are proud that during the past five years, the Company's annual
dividend has increased from $1.44 annually in 1993 to $2.14, and the Company's
match on your Savings Plans deposits has averaged over 78 cents.

Your proxy/voting instruction cards will be kept confidential from the Company
and its directors, officers, and associates.

EX-99.3

 

                                                   [NEWSLETTER - JCPENNEY TODAY]

                                                                     MAY 5, 1997


A Message from Chairman and Chief Executive Officer Jim Oesterreicher to
Associate Stockholders

[Photo of J.E. Oesterreicher appears here]

JCPenney active and retired associates own significant amounts of JCPenney stock
in our Savings Plans which enables them to share not only in the growth and
profitability of our Company, but also in its future direction.

You have recently received JCPenney's 1997 Proxy Statement and 1996 Annual
Report to Stockholders along with two proxy/voting instruction cards relating to
shares of voting stock held in the Company's Savings Plans.  The Proxy Statement
contains two stockholder proposals, one regarding the Company's classified Board
structure and the other regarding the Stockholder Rights Plan.  These are
substantially similar to proposals submitted by the same proponents in prior
years.  YOUR BOARD OF DIRECTORS HAS CAREFULLY EVALUATED THESE TWO PROPOSALS AND
URGES YOU TO VOTE AGAINST THEM FOR REASONS OUTLINED IN DETAIL IN THE PROXY
STATEMENT AND AS SUPPLEMENTED BELOW.

The Board's recommendation that you vote against the two stockholder proposals
reflects its strong view that the proper and effective management of the Company
and the interests of all stockholders are enhanced by the presence of the
Company's classified Board of Directors and Stockholder Rights Plan. They have
enabled your Company's management to focus its attention on its core JCPenney
Store and Catalog operations during a period of great change and turmoil in the
retail business, as well as take advantage of exciting business opportunities
such as your Company's recent acquisition of Eckerd Corporation.

We are proud that during the past five years, JCPenney's total revenues have
increased from $18.5 billion to $23.6 billion and associate employment has
increased from 192,000 to 205,000 (an increase of 13,000 associates). With the
Eckerd acquisition, total revenues are expected to exceed $30 billion in 1997
and we welcome an additional 47,000 associates. Over the past five years the
Company's annual dividend has increased by 49%, rising from $1.44 annually in
1993 to $2.14 in 1997. For the past five fiscal years ending January 25, 1997,
JCPenney's total stockholder return has been 107% as compared to 42% for the
Standard & Poor's retail department store index. Obviously, this total
stockholder return is based on the price of the stock on the day the percentages
are calculated.

As an associate stockholder you benefit directly from this performance through
the comprehensive benefits and career opportunities the Company is able to
provide. A prime example is the Company's match of JCPenney stock on your
Savings Plans deposits, which directly benefits your retirement savings. The
value of this JCPenney stock match for every dollar you contributed was 76 cents
in 1996 and topped the already strong 15-year average match of 70 cents.

 
Accordingly, we ask our associate stockholders in making their voting decisions
to oppose the classified Board of Directors and Stockholder Rights Plan
proposals by marking the "Against" boxes regarding proposals 4 and 5 on your
proxy cards. The instructions on your proxy/voting instruction cards will be
kept confidential from the Company and its directors, officers, and associates,
as more fully described in the Proxy Statement under the heading "Confidential
Voting."

Thank you for your continuing and loyal support of JCPenney.

                                             Regards,
 
                                             /s/ Jim Oesterreicher

                                             Jim Oesterreicher

                                       2