AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON January 28, 2002
--------------------------------------------------------------------------------
                                                   REGISTRATION NO. 333-45536-99

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                           J. C. PENNEY COMPANY, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                       26-0037077
(State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

                                6501 Legacy Drive
                             Plano, Texas 75024-3698
          (Address of principal executive offices, including zip code)

                           J. C. PENNEY COMPANY, INC.
                         2000 NEW ASSOCIATE EQUITY PLAN
                            (Full title of the plan)

                             CHARLES R. LOTTER, ESQ.
             Executive Vice President, Secretary and General Counsel
                           J. C. PENNEY COMPANY, INC.
                                6501 Legacy Drive
                             Plano, Texas 75024-0005
                                 (972) 431-1201
(Name, address, and telephone number, including area code, of agent for service)



                                EXPLANATORY NOTE
                   POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

     This post-effective amendment is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act"), to reflect the
adoption by J.C. Penney Corporation, Inc., a Delaware corporation (formerly J.C.
Penney Company, Inc. and referred to herein as the "Predecessor Registrant"), of
a holding company form of organizational structure. The holding company
organizational structure was implemented by the merger (the "Merger") in
accordance with Section 251(g) of the Delaware General Corporation Law, of JCP
Merger Sub, Inc., a Delaware corporation, with and into the Predecessor
Registrant, with the Predecessor Registrant being the surviving corporation. In
the Merger, which was consummated at 12:00 a.m., Eastern Time, on January 27,
2002 (the "Effective Time"), each share of the issued and outstanding common
stock and preferred stock of the Predecessor Registrant was converted into one
share of common stock and preferred stock, respectively, of J.C. Penney
Holdings, Inc., a Delaware corporation (the "Registrant"), which prior to the
Merger changed its name to J.C. Penney Company, Inc. Pursuant to the Merger,
the Predecessor Registrant became a direct, wholly-owned subsidiary of the
Registrant.

     In accordance with Rule 414, the Registrant, as the successor issuer,
hereby expressly adopts this Registration Statement, as well as the plan to
which it relates, of the Predecessor Registrant as its own for all purposes of
the Securities Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act").



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed with the Securities and Exchange
Commission pursuant to the Exchange Act are incorporated by reference into this
Registration Statement:

         (a-1) The Predecessor Registrant's Annual Report on Form 10-K for the
52 weeks ended January 27, 2001.

         (a-2) The Predecessor Registrant's Quarterly Reports on Form 10-Q for
the periods ended April 28, 2001; July 28, 2001; and October 27, 2001.

         (a-3) The Predecessor Registrant's Current Reports on Form 8-K dated
June 18, 2001; September 10, 2001; September 21, 2001; October 9, 2001; and
January 28, 2002.

         (a-4) Registrant's Current Report on Form 8-K, dated January 28, 2002.

         (a-5) The Annual Report on Form 10-K of J. C. Penney Funding
Corporation ("Funding") for the 52 weeks ended January 27, 2001.

         (a-6) Funding's Quarterly Reports on Form 10-Q for the periods ended
April 28, 2001; July 28, 2001; and October 27, 2001.

         (b)   All documents subsequently filed by the Registrant and Funding
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

         (c)   The description of the Registrant's Common Stock and associated
Rights and Series B ESOP Convertible Preferred Stock contained in Item 5 of the
Registrant's Current Report on Form 8-K, dated January 28, 2002, is hereby
incorporated by reference.

                                      II-1



Item 5.  Interests of Named Experts and Counsel.

         The legality of the shares of the Registrant's common stock has been
passed upon by C. R. Lotter, Esq., Executive Vice President, Secretary and
General Counsel of the Registrant. As of January 15, 2002, Mr. Lotter owned
22,569 shares of the Predecessor Registrant's common stock and common stock
voting equivalents, including shares credited to his accounts under the
Predecessor Registrant's Savings, Profit-Sharing and Stock Ownership Plan. As of
January 15, 2002, Mr. Lotter had outstanding options to purchase 196,000 shares
of the Predecessor Registrant's common stock. At the Effective Time, all such
shares of common stock, voting equivalents and options were converted pursuant
to the Merger into the same number and types of shares of common stock, voting
equivalents and options, respectively, of the Registrant.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware permits
indemnification of the directors and officers of the Registrant involved in a
civil or criminal action, suit or proceeding, including, under certain
circumstances, suits by or in the right of the Registrant, for any expenses,
including attorneys' fees, and (except in the case of suits by or in the right
of the Company) any liabilities which they may have incurred in consequence of
such action, suit or proceeding under the conditions stated in said Section.

         Article X of the Registrant's Bylaws provides, in substance, for
indemnification by the Registrant of its directors and officers in accordance
with the provisions of the General Corporation Law of Delaware. The Registrant
has entered into indemnification agreements with its current directors and
certain of its current officers which generally provide for indemnification by
the Registrant except as prohibited by applicable law.

         In addition, the Registrant has purchased insurance coverage under
policies which insure the Registrant for amounts which the Registrant is
required or permitted to pay as indemnification of directors and certain
officers of the Registrant and its subsidiaries, and which insure directors and
certain officers of the Registrant and its subsidiaries against certain
liabilities which might be incurred by them in such capacities and for which
they are not entitled to indemnification by the Registrant.

Item 8.  Exhibits.

         The following exhibits are filed herewith unless otherwise indicated:

                                      II-2



Exhibit
Number       Description of Document
--------     -----------------------

4.1          Registrant's Restated Certificate of Incorporation, as amended
             (incorporated by reference to Exhibit 3(i) to the Registrant's
             Current Report on Form 8-K, dated January 28, 2002).

4.2          Bylaws of the Registrant, as amended (incorporated by reference to
             Exhibit 3(ii) to the Registrant's Current Report on Form 8-K, dated
             January 28, 2002).

4.3          Rights Agreement, dated as of January 23, 2002, between the
             Registrant and Mellon Investor Services LLC, as Rights Agent
             (incorporated by reference to Exhibit 4 of the Registrant's Current
             Report on Form 8-K, dated January 28, 2002).

5.1          Opinion of C. R. Lotter regarding legality of securities being
             registered.

23.1         Consent of KPMG LLP.

23.2         Consent of C. R. Lotter included in Exhibit 5.1.

24.1         Power of Attorney.

Item 9.  Undertakings.

         (a)    The undersigned Registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                    (i)   To include any prospectus required by Section 10(a)(3)
                of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events
                arising after the effective date of the registration statement
                (or the most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the registration statement;

                    (iii) To include any material information with respect to
                the plan of distribution not previously disclosed in the
                registration statement or any material change to such
                information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration

                                      II-3



         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial bona
         fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-4



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plano, State of Texas, on the 28th day of January,
2002.

                                                     J.C. PENNEY COMPANY, INC.




                                                  By:       /s/  R. B. Cavanaugh
                                                     ---------------------------
                                                     R. B. Cavanaugh
                                                     Executive Vice President
                                                     and Chief Financial Officer


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

     Signatures                      Title                       Date
     ----------                      -----                       ----

A. I. Questrom*                    Chairman of the Board        January 28, 2002
------------------                 and Chief Executive
A. I. Questrom                     Officer (principal
                                   executive officer);
                                   Director

/s/ R. B. Cavanaugh                Executive Vice President     January 28, 2002
---------------------------        and Chief Financial
R. B. Cavanaugh                    Officer (principal
                                   financial officer)

W. J. Alcorn*                      Vice President and           January 28, 2002
---------------------------        Controller (principal
W. J. Alcorn                       accounting officer)


M. A. Burns*                       Director                     January 28, 2002
---------------------------
M. A. Burns

T. J. Engibous*                    Director                     January 28, 2002
------------------
T. J. Engibous


                                       II-5



K. B. Foster*                        Director           January 28, 2002
---------------------------
K. B. Foster

V. E. Jordan, Jr.*                   Director           January 28, 2002
---------------------------
V. E. Jordan, Jr.

J. C. Pfeiffer*                      Director           January 28, 2002
---------------------------
J. C. Pfeiffer

A. W. Richards*                      Director           January 28, 2002
------------------
A. W. Richards

C. S. Sanford, Jr.*                  Director           January 28, 2002
---------------------------
C. S. Sanford, Jr.

R. G. Turner*                        Director           January 28, 2002
---------------------------
R. G. Turner

*By:  /s/ R. B. Cavanaugh
      ---------------------
         R. B. Cavanaugh
         Attorney-in-fact


                                      II-6



                                    EXHIBITS

Exhibit
Number      Description of Document
-------     -----------------------

4.1         Registrant's Restated Certificate of Incorporation, as amended
            (incorporated by reference to Exhibit 3(i) to the Registrant's
            Current Report on Form 8-K, dated January 28, 2002).

4.2         Bylaws  of  the  Registrant, as amended (incorporated by reference
            to Exhibit 3(ii) to the Registrant's Current Report on Form 8-K,
            dated January 28, 2002).

4.3         Rights Agreement, dated as of January 23, 2002, between the
            Registrant and Mellon Investor Services LLC, as Rights Agent
            (incorporated by reference to Exhibit 4 of the Registrant's Current
            Report on Form 8-K, dated January 28, 2002).

5.1         Opinion of C. R. Lotter regarding legality of securities being
            registered.

23.1        Consent of KPMG LLP.

23.2        Consent of C. R. Lotter included in Exhibit 5.1.

24.1        Power of Attorney.