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): July 25, 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

     J. C. Penney  Company,  Inc.  hereby  files a News Release  announcing  the
extension  of  the  exchange  offer  and  related  consent  solicitation  of its
subsidiary, J. C. Penney Corporation, Inc., and the acceptance for settlement of
notes tendered to date.

Item 7.  Financial Statements and Exhibits.

(c)      Exhibits.

          99       J. C. Penney Company, Inc. News Release of July 25, 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/ Robert B. Cavanuagh
                                                       Robert B. Cavanaugh
                                                       Executive Vice President,
                                                       Chief Financial Officer

Date:  July 29, 2002

                                 EXHIBIT INDEX

Exhibit Number       Description

    99               J. C. Penney Company, Inc. News Release of July 25, 2002

                                                                     Exhibit 99
                             JCPENNEY NEWS RELEASE
Rita Trevino Flynn            Eli Akresh                   Bob Johnson
Public Relations              Investor Relations           Investor Relations
(972) 431-4753                (972) 431-2207               (972) 431-2217 

J. C. Penney  Corporation,  Inc. Extends Debt Exchange Offer and Related Consent
         Solicitation and Accepts for Settlement Notes Tendered to Date

     PLANO,Texas   --July  25,  2002  --J.  C.  Penney   Corporation,   Inc.,  a
wholly-owned  subsidiary  of J. C.  Penney  Company,  Inc.  (NYSE:  JCP - News),
announced today that it is extending until 5:00 p.m. (EDT),  August 7, 2002, the
expiration  date of its offer to  exchange  new 9.000%  Notes due 2012 (the "New
Notes") for its  outstanding  6.125%  Notes due 2003,  7.375% Notes due 2004 and
6.900%  Debentures  due 2026  (collectively,  the  "Outstanding  Notes") and its
related consent  solicitation seeking certain amendments to the indentures under
which the Outstanding Notes were issued.

     In addition, J. C. Penney  Corporation,Inc.  (the "Corporation")  announced
that valid and unrevoked  tenders made prior to 5:00 p.m. (EDT),  July 24, 2002,
of an  aggregate  $90,469,000  principal  amount  of 6.125%  Notes due 2003,  an
aggregate $64,402,000 principal amount of 7.375% Notes due 2004 and an aggregate
$72,094,000  principal  amount of 6.900%  Debentures due 2026 have been accepted
and become  irrevocable.  On July 26, 2002, the Corporation will issue in excess
of $230 million  aggregate  principal  amount of New Notes, and pay the required
consent payment, to the holders who made such tenders.  The Corporation does not
at this time intend to execute  supplemental  indentures amending the indentures
governing the  Outstanding  Notes.

     Holders  tendering  Outstanding  Notes today through the extended  exchange
offer  expiration  date shall not be entitled to any  withdrawal  rights  except
under the limited circumstances  provided in the Offering Memorandum and Consent
Solicitation  Statement  dated June 26,  2002,  as amended on July 11,  2002 and
hereby (the "Offering Memorandum").  Consent payments will be made in respect of
all valid and unrevoked  consents  regardless of whether or not the  Corporation
receives valid consents representing two-thirds in aggregate principal amount of
each series of Outstanding  Notes.

If valid and  unrevoked  consents  are  received  from  two-thirds  in aggregate
principal  amount of any series of  Outstanding  Notes  subject to the  exchange
offer  and  consent   solicitation,   the  Corporation   intends  to  execute  a
supplemental  indenture  effecting the  applicable  amendment in respect of such
series of notes  promptly  after  the  exchange  offer  expiration  date.  It is
possible that fewer than two-thirds in aggregate principal amount of each series
of notes subject to the exchange offer and consent  solicitation  will have been
exchanged for New Notes and  furthermore  the exchange  offer may be consummated
without the proposed amendments becoming effective.

     The exchange  offer and consent  solicitation  are subject to the terms and
conditions of the Offering  Memorandum.  This announcement  shall serve to amend
and  supplement  the Offering  Memorandum  and the related letter of transmittal
with respect to the matters  described  above. All other terms and conditions of
the Offering  Memorandum and related letter of transmittal  shall remain in full
force and effect.

     Persons  with   questions   regarding   the  exchange   offer  and  consent
solicitation should contact Mellon Investor Services LLC, the information agent,
attention:   Grainne  McIntyre,  at:  (917)  320-6286  (banks  and  brokers)  or
800-957-3110 (toll-free).  Any holder of Outstanding Notes who desires to tender
its notes and give its consent whose notes are not immediately  available or who
cannot  comply with the  procedures  for  book-entry  transfer  described in the
Offering Memorandum on a timely basis may tender such notes and give its consent
by  requesting  from,  and duly  completing,  executing and  delivering  to, the
information agent a Notice of Guaranteed Delivery.

     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.  The New  Notes  have not been  registered  under  the
Securities Act of 1933, as amended,  and only holders of  Outstanding  Notes who
have completed and returned a certification  letter are authorized to receive or
review the Offering  Memorandum  or to  participate  in the  exchange  offer and
consent solicitation.

     J. C. Penney  Corporation,  Inc.  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 Corporation  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 potential.

     The  statements  in this press release  which are not  historical  facts or
information may be forward-looking statements.  These forward-looking statements
involve  risks and  uncertainties  that could cause the outcome to be materially
different.  Certain of these risks and  uncertainties  are described in the 2001
Form 10-K and subsequent filings of J. C. Penney Company, Inc