SECURITIES AND EXCHANGE COMMISSION
                             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): November 15, 2004


                           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 3.02     Unregistered Sales of Equity Securities

Pursuant to the terms of J.C.  Penney  Corporation,  Inc.'s  ("Corporation")  5%
Convertible Subordinated Notes Due 2008, of which Company (Corporation's parent)
was a co-obligor, Corporation chose November 17, 2004 as the redemption date for
the Notes.  As of November  16, 2004 the  holders of  $649,342,000  of the Notes
elected to convert their Notes into  22,783,822  shares of the Company's  Common
Stock of 50(cent) par value ("Common Stock"),  with the substantial  majority of
the Notes being converted on or about November 16, 2004.

No consideration  was received by the Company or Corporation upon the conversion
of the Notes into the Common Stock.

This  transaction is exempt from  registration  under the Securities Act of 1944
under section 3(a)(9) of that Act.





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



Date:  November 19, 2004