SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  Schedule 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 16)*


                           J. C. PENNEY COMPANY, INC.
                                (Name of Issuer)


                       Common Stock of 50(cent) par value
                         (Title of Class of Securities)


                                   708160106 
                                 (CUSIP Number)


                                December 31, 2004
             (Date of Event Which Requires Filing of This Statement)

         Check the appropriate box to designate the rule pursuant to which this
         Schedule is filed:

                  [X] Rule 13d-1(b) [_] Rule 13d-1(c) [_] Rule 13d-1(d)

         *The remainder of this cover page shall be filled out for a reporting
         person's initial filing on this form with respect to the subject class
         of securities, and for any subsequent amendment containing information
         which would alter the disclosures provided in a prior cover page.

         The information required in the remainder of this cover page shall not
         be deemed to be "filed" for the purpose of Section 18 of the Securities
         Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
         that section of the Act but shall be subject to all other provisions of
         the Act (however, see the Notes).

                        (Continued on following page(s))






+-----------------------------+              +----------------------------+
|CUSIP No.708160106           |     13G      |Page   2    of  6  Pages    |
          ---------                                -----     ---
+-----------------------------+              +----------------------------+
+-------------------------------------------------------------------------+
| 1 | NAMES OF REPORTING PERSONS                                          |
|   | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)         |




|   |                                                                     |
|   | Savings, Profit-Sharing and Stock Ownership Plan of J. C. Penney    |
|   |   Corporation, Inc.                                                 |
+---+---------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           +--+     |
|   | (SEE INSTRUCTIONS)                                     (a) +--+     |
|   |                                                                     |
|   |                                                            +--+     |
|   |                                                        (b) +--+     |
+---+---------------------------------------------------------------------|
| 3 |SEC USE ONLY                                                         |
|   |                                                                     |
|   |                                                                     |
+---+---------------------------------------------------------------------|
| 4 |CITIZENSHIP OR PLACE OF ORGANIZATION                                 |
|   |  Not Applicable                                                     |
|   |                                                                     |
|   |                                                                     |
+-------------------------------------------------------------------------|
|            | 5 | SOLE VOTING POWER                                      |
|            |   | -0-. See Item 4 (c).                                   |
| NUMBER OF  +---+--------------------------------------------------------|
|   SHARES   | 6 | SHARED VOTING POWER                                    |
|BENEFICIALLY|   | 31,361,880. See Item 4 (c).                            |
|  OWNED BY  +---+--------------------------------------------------------|
|    EACH    | 7 | SOLE DISPOSITIVE POWER                                 |
|  REPORTING |   | -0-. See Item 4 (c).                                   |
|   PERSON   +---+--------------------------------------------------------|
|    WITH    | 8 | SHARED DISPOSITIVE POWER                               |
|            |   | 31,361,880. See Item 4 (c).                            |
+-------------------------------------------------------------------------|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        |
|   |                                                                     |
|   | 31,361,880. See Item 4 (c).                                         |
+---+---------------------------------------------------------------------|
|10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN           |
|   | SHARES (SEE INSTRUCTIONS)                                           |
|   |                                                                     |
+---+---------------------------------------------------------------------|
|11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                     |
|   |                                                                     |
|   | 11.28%. See Item 4 (b).                                              |
+---+---------------------------------------------------------------------|
|12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                         |
|   | EP                                                                  |
+-------------------------------------------------------------------------+






                                                              Page 3 of 6 Pages





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 16)

Item 1(a)         Name of Issuer:
                  J. C. PENNEY COMPANY, INC.

Item 1(b)         Address of Issuer's Principal Executive Offices:
                  6501 Legacy Drive, Plano, Texas 75024-3698

Item 2(a)         Name of Person Filing:
                 Savings,  Profit-Sharing  and Stock  Ownership Plan of J. C.
                 Penney Corporation, Inc. ("Plan")

Item 2(b)         Address of Principal Business Office:
                  6501 Legacy Drive, Plano, Texas  75024-3698
                  mailing  address, P.  O.  Box  659002,  Dallas,  Texas 
                  75265-9002

Item 2(c)         Citizenship:
                  Not applicable.

Item 2(d)         Title of Class of Securities:
                  Common Stock of 50(cent) par value
                  (Note: All Series B ESOP Convertible Preferred Stock 
                    ("ESOP  Preferred  Stock")  was  converted  to Common  Stock
                    50(cent) par value effective August 25, 2004)

Item 2(e)         CUSIP No.         708160106

Item 3            If this  statement is filed pursuant to  ss.ss.240.13d-1(b),  
                  or  240.13d-2(b)  or (c), check whether the person filing 
                  is a:

          (f) [x] An employee benefit plan or endowment fund in accordance with
                  ss.240.13d-1(b)(1)(ii)(F).

Item 4   Ownership.
          (a) Amount Beneficially Owned: 31,361,880 shares. (See Item 4(c)). 
          (b) Percent of Class: 11.28%. 
          (c) Number of shares as to which such person has:






                                                              Page 4 of 6 Pages




          (i)  sole power to vote or to direct the vote - 0.

          (ii) shared power to vote or to direct the vote - 31,361,880.  Each of
               the issuer's employees who is a Plan participant and who has been
               allocated shares under the Plan  ("Allocated  Stock") is entitled
               to instruct  the trustee  ("Trustee")  of the Plan (State  Street
               Bank and Trust Company) on how to vote the shares of Common Stock
               of  50(cent)  par value of the issuer  ("Penney  Stock")  plus an
               allocable  portion of all Allocated  Stock for which no direction
               has been received  ("Undirected Stock"). The Trustee is obligated
               to vote such Allocated Stock and Undirected Stock as instructed.

          (iii) sole power to dispose or to direct the disposition of - 0.

          (iv) shared  power  to  dispose  or to  direct  the  disposition  of -
               31,361,880.  (A) In the  event of any  offer  (including  but not
               limited to a tender or exchange  offer  within the meaning of the
               Securities Exchange Act of 1934, as amended) for shares of Penney
               Stock,  each Plan participant may direct the Trustee to accept or
               reject  the offer or to tender or not tender the shares of Penney
               Stock credited to such participant's account under the Plan, plus
               an allocable  portion of all Undirected  Stock. The Trustee shall
               be  obligated  to follow  all such  directions  which are  timely
               received.  The  Trustee is to decide  whether or not to accept or
               reject an offer or to  tender  or not to tender  shares of Penney
               Stock,  pursuant  to an offer  only if the sum of the  number  of
               shares it sold,  exchanged or transferred in accordance  with any
               other offer during the preceding twelve months plus the number of
               shares subject to an  outstanding  offer is fewer than 10% of the
               total number of shares held by the Plan. (B) Although the Trustee
               does not normally  trade shares of Penney Stock held by it, under
               certain   circumstances  a  participant  may  give   instructions
               regarding  his or her  account  which  may  result in the sale or
               transfer of certain shares by the Trustee.

Item 5   Ownership of Five Percent or Less of a Class.
         Not applicable

Item 6 Ownership of More than Five Percent on Behalf of Another Person.

          The filing person maintains a trust which holds shares of Penney Stock
          (See Item 2(d) above) for the  benefit of current  and certain  former
          employees of the issuer who are participants in the Plan. Participants
          in the Plan have the right upon termination,  pursuant to the 

                                                               Page 5 of 6 Pages

          terms of the Plan,  to the vested  shares of Penney  Stock,  or to the
          proceeds of the sale of shares of Penney Stock.

Item 7   Identification  and  Classification of the Subsidiary 
         Which Acquired the Security Being Reported on By the
         Parent Holding Company.
         Not Applicable

Item 8   Identification and Classification of Members of the Group
         Not Applicable

Item 9   Notice of Dissolution of Group.
         Not applicable

Item 10  Certification.

          By  signing  below I certify  that,  to the best of my  knowledge  and
          belief, the securities referred to above were acquired and are held in
          the ordinary course of business and were not acquired and are not held
          for the purpose of or with the effect of changing or  influencing  the
          control of the issuer of the  securities and were not acquired and are
          not held in  connection  with or as a participant  in any  transaction
          having that purpose or effect.

          The filing of this  statement  shall not be  construed as an admission
          that the Plan is, for the  purposes  of Section  13(d) or 13(g) of the
          Securities  Exchange Act of 1934, as amended,  the beneficial owner of
          any securities covered by this statement.




                                                               Page 6 of 6 Pages

Signature.

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

Date:  February 11, 2005


                                                                 
Signature
/s/ George Brand
---------------------------------------
George Brand, Benefits Controller
Name/Title