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): September 29, 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.

     On  September  29,  2004,  Jane C.  Pfeiffer  retired from the J. C. Penney
     Company,  Inc.  Board of  Directors,  having  served the Company as a Board
     member since 1977.








                                   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:  September 30, 2004