SECURITIES AND EXCHANGE COMMISSION
                                Washington, D. C.
                                      20549



                                   FORM 10-Q/A
                                 AMENDMENT NO. 1

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



For the 13 and 26 week periods                   Commission file number 1-15274
ended July 27, 2002

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

         Delaware                                               26-0037077
    -----------------------------------------------------------------------
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                        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
                                                        --------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes    X   .       No        .
    -------           -------

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

267,932,276 shares of Common Stock of 50 cents par value, as of August 30, 2002.








This Amendment No. 1 on Form 10Q/A amends the Company's Quarterly Report on Form
10-Q for the quarter ended July 27, 2002  ("Quarterly  Report") to include "Item
4. Submission of Matters to a Vote of Security Holders" in Part II. In all other
respects,   the  Company's  Quarterly  Report,  as  previously  filed,   remains
unchanged. This Amendment No. 1 does not update any other disclosures to reflect
developments since the original date of the filing.

PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

The Annual Meeting of  Stockholders  of the Company was held on May 17, 2002, at
which  the  three  matters   described   below  were  submitted  to  a  vote  of
stockholders, with the voting results as indicated.

(1)  Election  of  directors  for a  three-year  term  expiring at the Year 2005
     Annual Meeting of the Company's stockholders:
<table>
        <c>                          <c>                  <c>
         NOMINEE                    FOR                   AUTHORITY WITHHELD
         -------                    ---                   ------------------
         T. J. Engibous             238,534,040           4,919,648
         K. B. Foster               237,902,492           5,551,196
         A. W. Richards             236,327,031           7,126,657
         L. H. Roberts              238,507,640           4,946,048
</table>
(2)  The  Board  of  Directors'  proposal  regarding  employment  of KPMG LLP as
     auditors for the fiscal year ending January 25, 2003:
<table>
        <c>                        <c>                  <c>
         FOR                        AGAINST               ABSTAIN
         ---------                  -------               -------
         229,168,401                12,168,084            2,117,204
</table>

(3)  A  stockholder  proposal  relating  to the  imposition  of term  limits  on
     directors:
<table>
        <c>                         <c>                   <c>                 <c>
                                                                            BROKER
         FOR                        AGAINST               ABSTAIN           NON-VOTES
         ---                        -------               -------           ---------
         20,425,884                 191,941,900           4,846,632         61,845,170
</table>


Item 6.  Exhibits and Reports on Form 8-K.

Item 6 of Part II of the Company's  Quarterly Report remains  unchanged,  except
for the addition of the following exhibits:

(a) Exhibits:

      Exhibit 99.1 Certification of Chief Executive Officer

      Exhibit 99.2 Certification of Chief Financial Officer








                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant has duly caused this Amendment No. 1 to the original Quarterly Report
on Form 10-Q to be  signed  on its  behalf  by the  undersigned  thereunto  duly
authorized.

                                            J. C. PENNEY COMPANY, INC.



                                            By /s/ William J. Alcorn
                                            ---------------------------------
                                                William J. Alcorn
                                            Senior Vice President and Controller





Date:  November 1, 2002



CERTIFICATIONS

I, Allen Questrom, Chairman and Chief Executive Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of J. C. Penney Company,
     Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary in
     order to make the  statements  made,  in light of the  circumstances  under
     which such  statements were made, not misleading with respect to the period
     covered by this quarterly report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

Date:  November 1, 2002.

                                             /s/ Allen Questrom
                                            -----------------------------
                                            Allen Questrom
                                            Chairman and Chief Executive Officer
                                            J. C. Penney Company, Inc.












I, Robert B. Cavanaugh, Chief Financial Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of J. C. Penney Company,
     Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary in
     order to make the  statements  made,  in light of the  circumstances  under
     which such  statements were made, not misleading with respect to the period
     covered by this quarterly report; and

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report.

Date:  November 1, 2002.

                                              /s/ Robert B. Cavanaugh
                                              --------------------------------
                                                  Robert B. Cavanaugh
                                                  Executive Vice President and
                                                  Chief Financial Officer
                                                  J. C. Penney Company, Inc.









                                  EXHIBIT INDEX

Exhibit No.
- -----------

         Exhibit 99.1 Certification of Chief Executive Officer

         Exhibit 99.2 Certification of Chief Financial Officer








                                                                    Exhibit 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection  with the Amendment No. 1 to the Quarterly  Report of J. C. Penney
Company,  Inc. (the  "Company") on Form 10-Q for the period ending July 27, 2002
(together,  the  "Report"),  I, Allen  Questrom,  Chairman  and Chief  Executive
Officer of the Company,  certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  the Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

DATED this 1st day of November 2002.


                                                          /s/ Allen Questrom
                                                         ----------------------
                                                         Allen Questrom
                                                         Chairman and
                                                         Chief Executive Officer








                                                                   Exhibit 99.2
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection  with the Amendment No. 1 to the Quarterly  Report of J. C. Penney
Company,  Inc. (the  "Company") on Form 10-Q for the period ending July 27, 2002
(together, the "Report"), I Robert B. Cavanaugh,  Chief Financial Officer of the
Company,  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  the Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

DATED this 1st day of November 2002.


                                                    /s/ Robert B. Cavanaugh
                                                   -------------------------
                                                   Robert B. Cavanaugh
                                                   Executive Vice President and
                                                   Chief Financial Officer