SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    FORM 8-K

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): November 14, 2004


                           J. C. PENNEY COMPANY, INC.
             (Exact name of registrant as specified in its charter)


    Delaware                         1-15274                       26-0037077
(State or other jurisdiction   (Commission File No.)           (I.R.S. Employer
of incorporation )                                           Identification No.)


6501 Legacy Drive
Plano, Texas                                                75024-3698
(Address of principal executive offices)                    (Zip code)



Registrant's telephone number, including area code:  (972) 431-1000


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13d-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))





Item 5.02(b)  Departure  of  Directors  or  Principal   Officers;   Election  of
              Directors; Appointment of Principal Officers

     Vanessa  Castagna,  Executive Vice President,  Chairman and CEO of JCPenney
Stores,  Catalog,  and  Internet of J. C. Penney  Company,  Inc.  has elected to
resign as an officer of the Company,  effective November 14, 2004, in accordance
with the terms of her Employment Agreement.




Item 2.02         Results of Operations and Financial Condition.

     J. C. Penney  Company,  Inc.  issued a news  release on November  16, 2004,
announcing its third quarter consolidated earnings. This information is attached
as Exhibit 99.1.









                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                              J. C. PENNEY COMPANY, INC.



                                              By:/s/ Charles R. Lotter
                                                 ------------------------------
                                                  Charles R. Lotter
                                                  Executive Vice President,
                                                  Secretary and General Counsel



Date:  November 17, 2004







                                  EXHIBIT INDEX

Exhibit Number                      Description

        99.1                        J. C. Penney Company, Inc.
                                    News Release issued November 16, 2004