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): August 17, 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








Item 12.        Results of Operations and Financial Condition.

     J. C.  Penney  Company,  Inc.  issued a news  release on August  17,  2004,
     announcing its second quarter  consolidated  earnings.  This information is
     attached as exhibit 99.1.









                                   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/ Robert B. Cavanaugh
                                                ------------------------------
                                                 Robert B. Cavanaugh
                                                 Executive Vice President,
                                                 Chief Financial Officer



Date:   August 20, 2004


                                  EXHIBIT INDEX


Exhibit Number                      Description

99.1                                J. C. Penney Company, Inc. News Release
                                    issued August 17, 2004



                                                                    Exhibit 99.1


                              JCPenney News Release

                                                                      
CONTACT
Tim Lyons              Quinton Crenshaw            Eli Akresh                 Bob Johnson
Public Relations       Public Relations            Investor Relations          Investor Relations
(972) 431-4834         (972) 431-5581              (972) 431-2207              (972) 431-2217
tmlyons@jcpenney.com    qcrensha@jcpenney.com       eakresh@jcpenney.com        rvjohnso@jcpenney.com
--------------------    ---------------------       --------------------      ---------------------



                JCPENNEY SECOND QUARTER OPERATING PROFIT TRIPLES

                      Sales Momentum Continues into August

         Financial Position Strengthened and Cash Flow Trending Positive


     PLANO,  Texas,  August 17, 2004 -- J. C. Penney Company,  Inc. (NYSE:  JCP)
reported  today that second quarter  earnings from  continuing  operations  were
$0.23 per share  compared to a loss of $0.03 per share last year.  Earnings  for
the quarter benefited from strong department store sales,  continued improvement
in gross margin, and SG&A leverage.

     During the quarter,  the Company completed its sale of the Eckerd business.
Reflecting  sale  adjustments  and  operating  losses  from  this   discontinued
operation,  as  discussed  below,  the  Company  had  modest  net income for the
quarter.

     Allen Questrom,  Chairman and Chief  Executive  Officer said, "I am pleased
with second  quarter  operating  results,  and our  recently  announced  capital
structure  repositioning.  Our  management  team is focused on the  customer and
ensuring we are delivering fashionable, trend-right merchandise assortments that
offer  quality  and  value,  with the added  convenience  of our three  shopping
channels.  The sales and earnings trends we have  experienced  this year clearly
demonstrate that we are connecting with the customer."

     Questrom   added,   "Early   back-to-school   results  are   exceeding  our
expectations.  A number of  external  factors,  including  higher oil prices and
concerns over terrorism,  could impact future consumer spending patterns, but we
remain  confident  that our third  quarter  sales  and  operating  profits  will
improve."








Operating Results
-------------------

     Second quarter  operating  profit nearly  tripled to $156 million  compared
with $53 million last year,  with strong sales,  continued  improvement in gross
margin and expense leverage. Operating profit increased to 4.0 percent of sales,
an improvement of 260 basis points.  Comparable department store sales increased
7.1 percent.  Sales reflect strength in both fashion and basic merchandise,  and
good customer response to planned marketing events. While Catalog/Internet sales
decreased 1.6 percent,  its  contribution to profit  continued to generate solid
improvement.  Internet  sales continue to experience  strong growth,  increasing
over 30 percent for the quarter, and about 40 percent year-to-date.

     Gross  margin  increased  by  150  basis  points  as a  percent  of  sales,
reflecting good sell-through of seasonal product, less clearance merchandise and
consistent  execution.  Expenses were leveraged by 110 basis points as a percent
of sales.

Discontinued Operations
------------------------

         The second quarter loss from discontinued operations was $71 million,
net of taxes, and is comprised of Eckerd's operating loss as well as adjustments
to reflect the final terms of the sale.

Financial Condition and Cash Flow
----------------------------------

     As of July 31,  2004,  cash  investments  were $7.4 billion and include the
receipt  of gross  proceeds  from the sale of  Eckerd.  Long-term  debt was $5.1
billion,  reflecting  the payment of $230 million of long-term debt that matured
during the second quarter. With better than planned results in the first half of
the year and continued  improvement  anticipated  in the second half,  free cash
flow for the year is now expected to be positive.

                                       2





August Sales and Third Quarter Earnings Guidance
-------------------------------------------------

     August Department Store sales have exceeded  expectations  during the first
two weeks of the period. Operating profit for the quarter is expected to benefit
from  continued  improvement in gross margin and expense  leverage.  The Company
currently  anticipates  that third quarter  earnings from continuing  operations
will be in the range of $0.35 to $0.40 per  share.  Earnings  guidance  has been
reduced to reflect  the $0.11 per share  impact  from the  previously  announced
one-time charges related to early debt retirements.

Equity and Debt Reduction Program
-----------------------------------

     In early August,  the Company  initiated a major equity and debt  reduction
program  utilizing $3.5 billion in net cash proceeds from the sale of Eckerd and
$1.1 billion of existing cash balances. To date, the Company has repurchased 1.8
million  shares in open market  transactions  and has taken steps to retire $487
million of long-term debt through early  retirements  and sinking fund payments,
as follows:

     o    $200 million of 6.0% Debentures Due 2006  (effective  interest rate of
          13.2%),

     o    $92 million of 9.75% Sinking Fund Notes Due 2021, and

     o    $195  million of 8.25%  Sinking Fund Notes Due 2022  (including  $37.5
          million in sinking fund payments)

     As  previously  announced,  the Company  expects to complete the equity and
debt reduction program within the next nine to twelve months.


     Senior management will host a live conference call and real-time webcast on
Tuesday,  August 17, 2004,  beginning at 9:30 a.m. EDT. Access to the conference
call is open to the press and general  public in a listen  only mode.  To access
the  conference  call,  please dial  973-935-2035  and  reference  the  JCPenney
Quarterly Earnings Conference Call. The telephone playback will be available for
two days beginning  approximately  two hours after the conclusion of the call by
dialing  973-341-3080,  pin code  4323458.  The live webcast may be accessed via
JCPenney's

                                       3


Investor  Relations  website  (at  JCPenney.net),  or on  StreetEvents.com  (for
members) and FullDisclosure.com (for media and individual investors). Replays of
the webcast will be available for up to 90 days after the event.

     J. C. Penney Corporation,  Inc., the wholly-owned  operating  subsidiary of
the  Company,  is  one of  America's  largest  department  store,  catalog,  and
e-commerce retailers, employing approximately 150,000 associates. As of July 31,
2004, J. C. Penney  Corporation,  Inc. operated 1,018 JCPenney department stores
throughout the United States and Puerto Rico, and 60 Renner department stores in
Brazil. JCPenney Catalog,  including e-commerce, is the nation's largest catalog
merchant of general merchandise,  and JCPenney.com is one of the largest apparel
and home furnishings sites on the Internet. 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.

     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. In addition, non-GAAP terms referenced, such as EBITDA and
free cash flow, are defined and presented in the Company's 2003 Annual Report on
Form 10-K.

                                      # # #


                                       4




                           J. C. PENNEY COMPANY, INC.
                          SUMMARY OF OPERATING RESULTS
                          -----------------------------
                   (Amounts in millions except per share data)


                                                                                                         

                                                                 13 weeks ended                          26 weeks ended
                                                    -----------------------------------      -----------------------------------
                                                      July 31,      July 26,    % Inc.         July 31,     July 26,     % Inc.
                                                       2004          2003      (Dec.)           2004         2003       (Dec.)
                                                    -----------   -----------  --------      -----------  -----------   --------
Comparable department store
   sales increase/(decrease)                              7.1%          2.3%                       8.3%        -1.5%
Catalog/Internet sales (decrease)/increase               -1.6%          3.9%                       2.5%        -4.3%

Department Stores and Catalog/Internet
  sales, net                                          $ 3,857       $ 3,645       5.8%         $ 7,890      $ 7,356       7.3%

Gross margin                                            1,443         1,310      10.2%           3,058        2,766      10.6%
Selling, general and
   administrative (SG&A) expenses                       1,287         1,257       2.4%           2,673        2,629       1.7%
                                                    -----------   -----------                -----------  -----------
Operating profit                                          156            53       100% +           385          137     100.0% +
Net interest expense                                       49            70     -30.0%             106          135     -21.5%
Real estate and other (income)                             (5)          (12)      N/A              (13)         (21)      N/A
                                                    -----------   -----------                -----------  -----------
Income/(loss) from continuing operations
   before income taxes                                    112            (5)    100.0% +           292           23     100.0% +
Income tax expense/(benefit)                               40            (2)    100.0% +           102            6     100.0% +
                                                   -----------   -----------                -----------  -----------
Income/(loss) from continuing operations                 $ 72          $ (3)    100.0% +         $ 190         $ 17     100.0% +
                                                    -----------   -----------                -----------  -----------

Discontinued operations, net of income tax
    (benefit)/expense of $(88), $2, $(178) and $27        (71)            3       N/A             (148)          44       N/A

                                                    -----------   -----------                -----------  -----------
Net income                                                $ 1           $ -     100.0% +         $ 42          $ 61     -31.1%
                                                    ===========   ===========                ===========  ===========

Earnings/(loss) per share from continuing
   operations - diluted                                $ 0.23       $ (0.03)    100.0% +        $ 0.62       $ 0.02     100.0% +

(Loss)/earnings per share - diluted                   $ (0.02)      $ (0.02)      0.0%          $ 0.14       $ 0.18     -22.2%


FINANCIAL DATA:

Ratios as a % of sales:
      Gross margin                                       37.4%         35.9%                      38.8%        37.6%
      SG&A expenses                                      33.4%         34.5%                      33.9%        35.7%
      Operating profit                                    4.0%          1.4%                       4.9%         1.9%
Depreciation and amortization                        $     86          $ 88  (1)                 $ 173        $ 177  (1)


SUPPLEMENTAL DATA:
Average shares outstanding (basic shares)               282.6         271.5                      280.0        271.0
Average shares used for diluted EPS                     287.4         271.5                      307.9        273.0
Effective income tax rate for
      continuing operations                              35.5%         46.6%                      34.9%        24.7%




     (1)Excludes $10  million and $22 million of  accelerated  depreciation  for
          catalog  facilities for the 13 weeks and 26 weeks ended July 26, 2003,
          respectively, which is included in Real Estate and Other.


                                       5



                           J. C. PENNEY COMPANY, INC.
                          SUMMARY OF OPERATING RESULTS
                          -----------------------------
                   (Amounts in millions except per share data)



                                                                                         


                                                                    July 31,                  July 26,
                                                                        2004                     2003
                                                                  -----------                -----------
SUMMARY BALANCE SHEETS:
Cash and short-term investments                                      $ 7,414              $     2,617
Merchandise inventory (net of LIFO reserves of $43 and $49)            3,430                    3,343
Other current assets                                                     394                      371
Property and equipment,net                                             3,464                    3,498
Other assets                                                           1,874                    1,675
Assets of discontinued operations                                          -                    6,840
                                                                  -----------                -----------
      Total assets                                                  $ 16,576                 $ 18,344
                                                                  ===========                ===========

Accounts payable and accrued expenses                                $ 2,802                  $ 2,026
Short-term debt                                                           20                       25
Current maturities of long-term debt                                   1,065                      626
Taxes payable, current and deferred                                      896                       21
Long-term debt                                                         4,060                    5,128
Long-term deferred taxes                                               1,138                    1,207
Other liabilities                                                        993                      778
Liabilities of discontinued operations                                     -                    2,091
                                                                  -----------                -----------
      Total liabilities                                               10,974                   11,902
Stockholders' equity                                                   5,602                    6,442
                                                                  -----------                -----------
      Total liabilities and stockholders' equity                    $ 16,576                 $ 18,344
                                                                  ===========                ===========



                                                                               26 weeks ended
                                                                  --------------------------------------
                                                                     July 31,                 July 26,
                                                                        2004                     2003
                                                                  -----------                -----------
SUMMARY STATEMENTS OF CASH FLOWS:
---------------------------------
Net cash provided by/(used in):
      Total operating activities                                       $ 221                   $ (294)
                                                                  -----------                -----------
      Investing activities
         Capital expenditures                                           (184)                    (150)
         Proceeds from sale of assets                                     28                       68
         Proceeds from the sale of Eckerd                              4,666                        -
                                                                  -----------                -----------
      Total investing activities                                       4,510                      (82)
                                                                  -----------                -----------
      Financing activities
         Change in debt                                                 (236)                     574
         Change in stock                                                 169                       (3)
         Dividends paid, preferred and common                            (81)                     (80)
                                                                  -----------                -----------
      Total financing activities                                        (148)                     491
                                                                  -----------                -----------
Cash (paid to)/received from discontinued operations                    (163)                      28
                                                                  -----------                -----------
Net increase in cash and short-term investments                        4,420                      143
Cash and short-term investments at beginning of period                 2,994                    2,474
                                                                  -----------                -----------
Cash and short-term investments at end of period                     $ 7,414                  $ 2,617
                                                                  ===========                ===========




                                       6