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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT


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

      Date of Report (Date of earliest event reported): September 15, 2005


                           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

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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 1.01         Entry into a Material Definitive Agreement


     On  September  15,  2005,  the Human  Resources  Committee  of J. C. Penney
Corporation, Inc. ("Corporation") approved an adjustment to the 2005 total J. C.
Penney Company, Inc. sales and operating profit results of continuing operations
performance  goals under the  Corporation's  Management  Incentive  Compensation
Program ("Incentive Program").  The adjustment reflects the recent sale of Lojas
Renner  S. A.  ("Renner")  and the  subsequent  classification  by J. C.  Penney
Company,  Inc.  ("Company")  of  Renner  operating  results  as  a  discontinued
operation.

     Annual  profit  incentive  compensation  can be earned under the  Incentive
Program  by  management   employees,   including   executive  officers  who  are
anticipated to be named in the Summary  Compensation Table of the Company's 2006
Notice of Annual  Meeting  and  Proxy  Statement.  The  Incentive  Program  ties
incentive  compensation to Company  performance,  with no incentive  payment for
performance  well below plan and up to 200% of  incentive  targets for  superior
results.












                                   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/ Michael T. Theilmann
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                                             Michael T. Theilmann
                                             Executive Vice President,
                                             Chief Human Resources and
                                             Administration Officer




Date:  September 20, 2005