SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    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): May 17, 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


==========================================================================
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 2.02         Results of Operations and Financial Condition.

     J.  C.  Penney  Company,  Inc.  issued  a news  release  on May  17,  2005,
announcing its first 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/ Robert B. Cavanaugh 
                                               --------------------------------
                                                 Robert B. Cavanaugh
                                                 Executive Vice President,
                                                 Chief Financial Officer




Date:  May 18, 2005







                                  EXHIBIT INDEX

     Exhibit Number                           Description

       99.1                                   J. C. Penney Company, Inc.
                                              News Release issued May 17, 2005



                                                                    Exhibit 99.1

          JCPENNEY FIRST QUARTER EARNINGS PER SHARE INCREASE 66 PERCENT

          Operating Profit Increases 37 Percent to 7.5 Percent of Sales

                    Business Fundamentals Continue to Improve


PLANO,  Texas,  May 17, 2005 -- J. C. Penney  Company,  Inc.  (NYSE:  JCP) first
quarter  earnings per share from continuing  operations  increased 66 percent to
$0.63 per share from $0.38 per share in last year's  period.  On a dollar basis,
income from  continuing  operations  increased to $172 million from $118 million
last year.  Earnings  per share  increased  primarily as the result of continued
improvement in sales  productivity,  growth in gross margin and leverage of SG&A
expenses,  and also benefited from the company's  ongoing stock buyback program.
Net income for the quarter was $0.63 per share  compared to $0.13 per share last
year.

Myron E. (Mike) Ullman,  III,  Chairman and Chief  Executive  Officer said, "Our
first quarter  performance  demonstrates  that the  fundamentals of our business
continue to improve, driven by the positive response of the moderate customer to
our merchandise, marketing and shopping experience initiatives. Operating profit
increased  significantly,  and we are pleased that despite difficult comparisons
to last year, we delivered increased sales."

Ullman added, "Our vision is to become the preferred  shopping choice for middle
America,  a customer  segment that  continues  to show that it is resilient  and
rewards retailers that meet or exceed customers'  expectations.  We believe that
we have identified the initiatives  that can make this vision a reality and have
the team in place to execute  our  recently  announced  2005 to 2009  Long-Range
Plan. Our Plan is focused on making an emotional  connection  with the customer,
creating  an easy and  exciting  shopping  environment,  becoming  a  leader  in
performance  and execution,  and making  JCPenney a great place to work - and we
believe it will drive continued growth for the company."






Operating Results
------------------

During the first  quarter,  sales were at the high end of  guidance.  Comparable
department store sales increased 3.0 percent on top of a 9.5 percent increase in
last year's first  quarter,  while total  department  store sales  increased 3.7
percent. Improvement in sales was broad-based, with increases in all merchandise
divisions and all regions of the country.  Catalog/Internet  sales increased 5.4
percent on top of a 6.5 percent  increase last year.  Internet  sales  increased
approximately  35 percent for the quarter as we continue to attract new, younger
customers to jcpenney.com.


For the first  quarter,  gross  margin  improved  by 120 basis  points,  to 41.3
percent of sales,  reflecting  continued  benefits of the company's  centralized
business model,  including:  improved  merchandise  assortments,  better initial
merchandise allocations and replenishment, and improved seasonal transitions and
clearance.  SG&A  expenses  increased  2.2  percent  on a dollar  basis and were
leveraged,  declining  by 60 basis points as a percent of sales.  SG&A  expenses
include a charge of $19 million,  or approximately  $0.05 per share,  related to
the expensing of employee stock options. This charge reflects the early adoption
of the  final  accounting  rules  to  recognize  compensation  expense  over the
employee service period, which is the earlier of the retirement eligibility date
or the normal vesting period.

First  quarter  operating  profit  was $313  million  or 7.5  percent  of sales,
compared with $229 million,  or 5.7 percent of sales, last year. This represents
an increase of nearly 37 percent, or 180 basis points as a percent of sales.

Other Charges and Credits
--------------------------

The company reported $22 million of income as real estate and other, principally
related to a gain from the sale of real estate. In addition, during the quarter,
the company incurred pre-tax charges of $13 million related to the repurchase of
debt in open market  transactions.  Net interest  expense was $53 million during
the quarter,  which was better than original  expectations,  and benefited  from
increased cash balances  throughout the quarter and higher  short-term  interest
rates on cash investments.







Financial Condition
--------------------

JCPenney's financial condition remains strong. As of April 30, 2005, the company
had cash investments of $4.1 billion,  which will be reduced over the balance of
the year as the capital structure repositioning program is completed.  Long-term
debt totaled $3.7 billion,  including $264 million of current  maturities.  Free
cash flow for the quarter was a negative  $106  million,  which was in line with
expectations.  The company continues to expect to generate about $100 million of
positive free cash flow for the full year.



Capital Structure Repositioning
-------------------------------

During the first  quarter,  the company  repurchased  7.7 million  shares of its
common stock. Since inception of the capital structure  repositioning program in
August 2004,  the company has  repurchased  approximately  58 million shares for
$2.3  billion,  or about 60 percent of the $3.75  billion  authorized  under the
program.  The company  continues to expect to complete the program by the end of
2005. In addition,  the company purchased $194 million of long-term debt in open
market transactions  during the first quarter.  The company has authorization to
repurchase an additional $56 million of its long-term debt.


Earnings Guidance
------------------

For the  second  quarter,  comparable  store  sales  are  expected  to  increase
low-single  digits with  catalog/Internet  sales  expected  to increase  low- to
mid-single digits. The company expects earnings from continuing operations to be
in the  range of $0.25 to $0.30  per share in the  second  quarter,  based on an
average diluted share count of 263 million to 266 million  shares.  For the full
year management now expects earnings from continuing  operations in the range of
$2.96 to $3.08 per share  based on 255  million  to 260  million  average  fully
diluted  shares.  Second  quarter  and full  year  earnings  assume  charges  of
approximately  $7 million,  or $0.02 per share,  and $20  million,  or $0.05 per
share, respectively,  related to premiums on open market debt retirements and $4
million, or $0.01 per share, and $33 million, or $0.08 per share,  respectively,
for the expensing of employee stock options.

Earnings per share for the balance of the year reflect improvement in both gross
margin and SG&A  expense as a percent of sales,  coupled with  benefits  derived
from lower share counts as compared with last year.



Senior  management will host a live conference call and real-time webcast on May
17, 2005,  beginning at 9:30 a.m. ET. Access to the  conference  call is open to
the press and  general  public in a listen only mode.  To access the  conference
call,  please dial  973-935-2035 and reference the JCPenney  Quarterly  Earnings
Conference Call. The telephone playback will be available for two days beginning
approximately   two  hours  after  the   conclusion   of  the  call  by  dialing
973-341-3080,  pin code 5717169. The live webcast may be accessed via JCPenney's
Investor Relations page (JCPenney.net), or on StreetEvents.com (for members) and
FullDisclosure.com (for media and individual investors).  Replays of the webcast
will be available for up to 90 days after the event.


For further information, contact:

Investor Relations
------------------
Bob Johnson; (972) 431-2217; rvjohnso@jcpenney.com
Ed Merritt; (972) 431-8167; emerritt@jcpenney.com 

Public Relations
------------------ 
Quinton Crenshaw; (972) 431-5581; qcrensha@jcpenney.com
Tim Lyons; (972) 431-4834; tmlyons@jcpenney.com


About JCPenney
--------------

J. C. Penney Corporation,  Inc., the wholly-owned  operating subsidiary of J. C.
Penney Company, Inc., is one of America's largest department store, catalog, and
e-commerce retailers,  employing  approximately 150,000 associates.  As of April
30, 2005, J. C. Penney  Corporation,  Inc.  operated 1,017  JCPenney  department
stores  throughout the United States and Puerto Rico,  and 62 Renner  department
stores in  Brazil.  JCPenney  Catalog,  including  e-commerce,  is the  nation's
largest catalog merchant of general merchandise,  and JCPenney.com is one of the
largest  apparel  and home  furnishings  sites  on the  Internet.  J. C.  Penney
Corporation,  Inc. is a contributor to JCPenney  Afterschool  Fund, a charitable
organization  committed to  providing  children  with high quality  after school
programs to help them reach their full potential.

This release may contain  forward-looking  statements  within the meaning of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements,  which  reflect the  Company's  current  views of future  events and
financial  performance,  involve known and unknown risks and uncertainties  that
may cause the Company's  actual results to be materially  different from planned
or expected results.  Those risks and uncertainties include, but are not limited
to, competition,  consumer demand, seasonality,  economic conditions, changes in
management,  and government activity.  Please refer to the Company's most recent
Form  10-K  and  subsequent  filings  for a  further  discussion  of  risks  and
uncertainties.  Investors  should  take such  risks  into  account  when  making
investment  decisions.  Non-GAAP  terms,  such as EBITDA and free cash flow, are
defined and presented in the  company's  most recent Annual Report on Form 10-K.
The company does not undertake to update these forward-looking  statements as of
any future date.

                                      # # #



                           J. C. PENNEY COMPANY, INC.
                          SUMMARY OF OPERATING RESULTS
                                   (Unaudited)
                  (Amounts in millions except per share data)


                                                                             

                                                       13 weeks ended
                                                    ----------------------------
                                                    April 30,        May 1,           Inc.
                                                      2005            2004           (Dec.)
                                                    ----------------------------    -----------
                                                                               
SALES PERCENTAGES: 
Comparable department store sales increase               3.0%            9.5%
Catalog/Internet sales increase                          5.4%            6.5%

STATEMENTS OF OPERATIONS:
Department Stores and Catalog/Internet
  sales, net                                           $ 4,192         $ 4,033        3.9%
Gross margin                                             1,729           1,615        7.1%
Selling, general and administrative
   (SG&A) expenses                                       1,416           1,386        2.2%
                                                    ------------    ------------
                                                                           
Operating profit                                         313             229          36.7%
Net interest expense                                     53              57          (7.0)%
Bond premiums and unamortized costs                      13              -            N/A
Real estate and other (income)                          (22)            (8)           N/A
                                                    ------------    ------------
                                                    
Income from continuing operations
   before income taxes                                   269             180          49.4%
Income tax expense                                       97              62           56.5%
                                                    ------------    ------------
                                                   
Income from continuing operations                      $ 172           $ 118          45.8%
                                                    ------------    ------------
                                                    
Discontinued operations, net of income tax
    (benefit) of $0 and $(90)                            -              (77)          N/A
                                                    ------------    ------------
                                                                           
Net income                                             $ 172          $  41           100.0% +
                                                    ============    ============
                                                                        

Earnings per share from continuing
   operations - diluted                               $  0.63         $  0.38         65.8%

Earnings per share - diluted                          $  0.63         $  0.13         100.0% +

FINANCIAL DATA:
---------------
Ratios as a % of sales:
       Gross margin                                      41.3%           40.1%
       SG&A expenses                                     33.8%           34.4%
       Operating profit                                  7.5%            5.7%
Depreciation and amortization                         $  90           $  87
Effective income tax rate for continuing operations      36.0%           34.5%

COMMON SHARES DATA:
Outstanding shares at end of period                      266.6           281.7
Average shares outstanding (basic shares)                271.3           277.7
Average shares used for diluted EPS                      274.0           305.8
Shares repurchased                                       7.7             -
Total cost of shares repurchased                       $ 360          $  -

 

                 


                           J. C. PENNEY COMPANY, INC.
               SUMMARY BALANCE SHEETS AND STATEMENTS OF CASH FLOWS

                                   (Unaudited)
                             (Amounts in millions)
 
                                                                                          

                                                                            April 30,        May 1,
                                                                              2005            2004
                                                                           ------------    ------------
                                                                               
SUMMARY BALANCE SHEETS:  
Cash and short-term investments                                             $   4,147       $   3,027
Merchandise inventory (net of LIFO reserves of $25 and $43)                     3,293           3,338
Other current assets                                                            555             446
Property and equipment, net                                                     3,636           3,462
Other assets                                                                    2,068           1,810
Assets of discontinued operations                                               -               6,077
                                                                           ------------    ------------
                                                                          
       Total assets                                                           $ 13,699        $ 18,160
                                                                           ============    ============
                                                                          

Accounts payable and accrued expenses                                         $ 2,640         $ 2,411
Short-term debt                                                                 111             34
Current maturities of long-term debt                                            264             243
Current income taxes, payable and deferred                                      102             875
Long-term debt                                                                  3,461           5,113
Long-term deferred taxes                                                        1,328           1,204
Other liabilities                                                               1,031           819
Liabilities of discontinued operations                                          -               1,863
                                                                           ------------    ------------
                                                                         
       Total liabilities                                                        8,937           12,562
Stockholders' equity                                                            4,762           5,598
                                                                           ------------    ------------
                                                                               
       Total liabilities and stockholders' equity                             $ 13,699        $ 18,160
                                                                           ============    ============
                                                                               


                                                                                 13 weeks ended
                                                                           ----------------------------
                                                                           
                                                                            April 30,        May 1,
                                                                              2005            2004
                                                                           ------------    ------------
                                                                               
SUMMARY STATEMENTS OF CASH FLOWS:
---------------------------------
Net cash provided by/(used in):
       Total operating activities                                             $ 12           $ (20)
       Investing activities
          Capital expenditures                                                 (99)            (64)
          Proceeds from sale of assets                                          16              19
                                                                           ------------    ------------
                                                                               
       Total investing activities                                              (83)            (45)
       Financing activities
          Change in debt                                                       (121)            13
          Stock repurchase program                                             (318)            -
          Other changes in stock                                                75              130
          Dividends paid                                                       (35)            (34)
                                                                           ------------    ------------
                                                                               
       Total financing activities                                              (399)            109
Cash (paid to) discontinued operations                                         (70)            (11)
                                                                           ------------    ------------
                                                                               
Net (decrease)/increase in cash and short-term investments                     (540)            33
Cash and short-term investments at beginning of period                          4,687           2,994
                                                                           ------------    ------------
                                                                               
Cash and short-term investments at end of period                              $ 4,147         $ 3,027
                                                                           ============    ============