Mail Stop 3561
                                                                  August 14,
2018


     Andrew S. Drexler
     Senior Vice President, Chief Accounting Officer and Controller
     J.C. Penney Company, Inc.
     6501 Legacy Drive
     Plano, Texas 75024-3698

            Re:    J.C. Penney Company, Inc.
                   Form 10-K for Fiscal Year Ended February 3, 2018
                   Filed March 19, 2018
                   File No. 1-15274

     Dear Mr. Drexler:

            We have reviewed your filing and have the following comments. In
some of our
     comments, we may ask you to provide us with information so we may better
understand your
     disclosure.

            Please respond to these comments within ten business days by
providing the requested
     information or advise us as soon as possible when you will respond. If you
do not believe our
     comments apply to your facts and circumstances, please tell us why in your
response.

            After reviewing your response to these comments, we may have
additional comments.

     Management's Discussion and Analysis of Financial Condition and Results of
Operations
     ("MD&A"), page 24

     1.     We note your disclosure on page 4 that one of the three pillars of
your strategic
            framework is to become a world-class omni-channel retailer. We also
note your
            disclosure that you no longer have a clear distinction between
store sales and internet
            sales, and thus do not separately report internet sales. While we
understand that the
            distinction between store sales and internet sales may have become
increasingly blurry,
            please tell us your consideration of whether readers of MD&A would
still benefit from
            the provision of a breakdown of sales by channel (stores versus
internet/digital) given the
            current retail environment and your strategic framework. In
responding to the comment,
            please tell us whether you have a mechanism or convention for
tracking internet versus
            store sales internally; e.g., internet sales might include all
sales initiated through mobile
            applications and your website, irrespective of whether the internet
sales are fulfilled
            through your stores, distribution centers, vendors, or other
delivery options.
 Andrew S. Drexler
J.C. Penney Company, Inc.
August 14, 2018
Page 2


Non-GAAP Financial Measures, page 34

2.     Please tell us why you do not adjust the non-GAAP financial measures
Adjusted
       EBITDA, Adjusted Net Income/(Loss) and Adjusted Diluted EPS from
Continuing
       Operations for gains on the sale of operating assets, such as the $111
million fiscal 2017
       gain on the sale of the Buena Park, CA distribution facility. In this
regard, we note that
       each of these non-GAAP measures are adjusted to eliminate impairment
losses on
       operating assets, such as the $77 million asset impairment charge for
store assets
       recorded within restructuring and management transition expense.
Likewise, please
       explain to us why the list of items on page 25 impacting 2017 results
that are not directly
       related to your ongoing core business operations includes impairment
losses on operating
       assets, but does not include the gain on sale of operating assets.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      You may contact Robyn Manuel, Staff Accountant, at 202-551-3823 or me at
202-551-
3344 with any questions.


                                                            Sincerely,

                                                            /s/ William H.
Thompson

                                                            William H. Thompson
                                                            Branch Chief
                                                            Office of Consumer
Products