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): June 26, 2002

                           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

Item 5.  Other Events and Regulation FD Disclosure

     Pursuant to Rule 135c of the  Securities  Act of 1933,  as  amended,  J. C.
Penney  Company,  Inc.  hereby  files  its News  Release  dated  June  26,  2002
announcing  (i) the offer by its  subsidiary,  J. C.  Penney  Corporation,  Inc.
("Corporation")  to exchange in a private  placement up to  $810,731,000  of the
Corporation's  new notes for certain of the Corporation's  outstanding  existing
notes,  and (ii) a related consent  solicitation.  A copy of the News Release is
attached as Exhibit 99.

Item 7.  Financial Statements and Exhibits.

     (c) Exhibits.

          99   J. C. Penney Company, Inc. News Release of June 26, 2002


     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.

                                                   /s/ Charles R. Lotter
                                                   Charles R. Lotter
                                                   Executive Vice President,
                                                   Secretary and General Counsel

Date:  July 3, 2002

                                  EXHIBIT INDEX

Exhibit Number          Description

99                      J. C. Penney Company, Inc. News Release of June 26, 2002

                                                                     Exhibit 99


     PLANO,  Texas, June 26, 2002 - J. C. Penney Company,  Inc. (NYSE: JCP) (the
"Company")  today  announced  that  its  operating  subsidiary,   J.  C.  Penney
Corporation, Inc. (the "Corporation"), intends to offer to exchange in a private

     o    For each $1,000  principal amount of its 6.125% notes due November 15,
          2003, $1,015.15 principal amount of its new 9.000% notes due August 1,
          2012 ("new notes");

     o    For each  $1,000  principal  amount of its  7.375%  notes due June 15,
          2004, $1,010.10 principal amount of its new notes; and

     o    For each $1,000 principal  amount of its 6.900%  debentures due August
          15, 2026 (putable August 15, 2003),  $1,015.15 principal amount of its
          new notes.

     The exchange  offer will expire at 5:00 p.m. EDT, on July 24, 2002,  unless

     Concurrently with the exchange offer, the Corporation will solicit consents
to approve  certain  amendments to the indentures  governing the existing notes.
The Corporation is offering to make consent payments of $10 per $1,000 principal
amount  tendered to holders who validly  tender their existing notes and deliver
their consents on or prior to the consent  payment  deadline,  which is July 10,
2002, at 5:00 p.m. EDT.

     The exchange offer and consent  solicitation  are subject to the receipt of
valid and unrevoked  tenders and consents  representing  more than two-thirds in
aggregate  principal  amount of each series of existing  notes, as well as other
customary conditions, which must be met or waived by the Corporation.

     The exchange  offer and consent  solicitation  will only be made inside the
United  States  to  investors  who  are   qualified   institutional   buyers  or
institutional  accredited  investors,  and outside the United States to non-U.S.
persons.  The new  notes  will be issued by the  Corporation,  with the  Company
acting  as a  co-obligor.  The new  notes  have not been  registered  under  the
Securities Act of 1933, as amended, and may not be offered or sold in the United
States  absent  registration  or  an  applicable   exemption  from  registration
requirements.  The Corporation  will enter into a registration  rights agreement
pursuant to which it will agree to file an exchange offer registration statement
with the Securities and Exchange Commission with respect to the new notes.

     This  press  release  shall  not   constitute  an  offer  to  sell  or  the
solicitation  of an offer to buy any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering, solicitation or
sale would be unlawful.

     J. C. Penney Corporation,  Inc., a wholly-owned  subsidiary of the Company,
is one of America's largest department store, drugstore, catalog, and e-commerce
retailers,  employing approximately 250,000 associates. As of April 27, 2002, it
operated 1,074  JCPenney  department  stores in all 50 states,  Puerto Rico, and
Mexico,  and 54  Renner  department  stores in  Brazil.  Eckerd  operated  2,643
drugstores throughout the Southeast, Sunbelt, and Northeast regions of the U. S.
JCPenney Catalog, including e-commerce, is the nation's largest catalog merchant
of general  merchandise.  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

     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,  and
government  activity.  Investors should take such risks into account when making
investment decisions.