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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    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): June 20, 2006


                           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


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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  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))





Item 5.05  Amendments  to the  Registrant's  Code  of  Ethics,  or  Waiver  of a
           Provision of the Code of Ethics.

On June 20, 2006,  J. C. Penney  Company,  Inc.  ("Company")  adopted a restated
Statement of Business  Ethics.  The Statement of Business  Ethics applies to all
Company associates,  including the Company's  executive officers.  A copy of the
restated Statement of Business Ethics is attached as Exhibit 14.1 hereto.


Item 9.01(c)      Exhibits.

Exhibit 14.1      J. C. Penney Company, Inc. Statement of Business Ethics






                                    SIGNATURE

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
                                                  Executive Vice President,
                                                  Secretary and General Counsel


Date:  June 21, 2006







                                  EXHIBIT INDEX


Exhibit Number           Description

14.1                     J. C. Penney Company, Inc. Statement of Business Ethics