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): February 28, 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 1.01         Entry into a Material Definitive Agreement

     Pursuant to the Management Incentive  Compensation Program, as amended (the
"Program") of J. C. Penney Corporation,  Inc., the wholly-owned retail operating
subsidiary of J. C. Penney Company, Inc., an annual incentive cash award is made
upon the achievement of pre-set  performance  goals.  Based upon the performance
goals and actual  performance for fiscal 2004, an incentive cash payment to each
of the named executive officers (including certain employees who have retired or
resigned) at 160% of the incentive  targets has been made resulting in awards of
the following amounts:

                                                            2004
Named Executive Officer                              Incentive Compensation
-----------------------------------                -----------------------------
Robert B. Cavanaugh                                   $489,648.63
Executive Vice President,
Chief Financial Officer

Gary L. Davis                                         $443,933.12
Executive Vice President, Chief Human
Resources and Administration Officer

Ken C. Hicks                                          $537,508.17
President and Chief Merchandising Officer

Stephen F. Raish                                      $322,098.36
Executive Vice President,
Chief Information Officer

Myron E. Ullman, III                                  $406,557.60
Chairman and Chief Executive Officer

Vanessa J. Castagna                                   $1,044,880.00
Former Executive Vice President, Chairman and CEO
JCPenney Stores, Catalog and Internet

Charles R. Lotter                                     $441,552.19
Former Executive Vice President,
Secretary and General Counsel

Allen I. Questrom                                     $2,160,000.00
Former Chairman and Chief Executive Officer









                                   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/ Joanne L. Bober  
                                                ----------------------------
                                                   Joanne L. Bober
                                                   Senior Vice President,
                                                   General Counsel and Secretary




Date:  March 4, 2005