SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
J. C. PENNEY COMPANY, INC.
(Name of Issuer)
Common Stock of $0.50 par value
(Title of Class of Securities)
708160106
(CUSIP Number)
Check the following box if a fee is being paid with this statement
{ }. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in
a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))<PAGE>
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CUSIP No. 708160106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Savings and Profit-Sharing Fund under Savings and Profit-
Sharing Retirement Plan of J. C. Penney Company, Inc.
2. CHECK THE APPROPRIATE BOX IF A NUMBER OF A GROUP* (a) / /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
NUMBER OF -0-. See Item 4(c).
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 29,758,041. See Item 4(c).
EACH
REPORTING 7. SOLE DISPOSSITIVE POWER
PERSON -0-. See Item 4(c).
WITH
8. SHARED DISPOSITIVE POWER
29,758,041. See Item 4(c).
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,758,041. See Item 4(c).
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.55%. See Item 4(b).
12. TYPE OF REPORTING PERSON*
EP<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 15)
Item 1(a) Name of Issuer:
J. C. PENNEY COMPANY, INC.
Item 1(b) Address of Issuer's Principal Executive Offices:
6501 Legacy Drive, Plano, Texas 75024-3698
Item 2(a) Name of Person Filing:
Savings and Profit-Sharing Fund under Savings and Profit-
Sharing Retirement Plan of J. C. Penney Company, Inc.
Item 2(b) Address of Principal Business Office:
6501 Legacy Drive, Plano, Texas 75024-3698
mailing address, P. O. Box 10001, Dallas, Texas
75301-1000
Item 2(c) Citizenship:
Delaware
Item 2(d) Title of Class of Securities:
Common Stock of $0.50 par value
Item 2(e) CUSIP No. 708160106
Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-
2(b), check whether the person filing is a:
(f) [x] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund.
Item 4 Ownership.
(a) Amount Beneficially Owned: 29,758,041 shares (See Item 4(c)).
(b) Percent of Class: 11.55.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote - 0.
(ii) shared power to vote or to direct the vote-29,758,041.
Each of the issuer's employees who is a Savings and
Profit-Sharing Retirement Plan ("Plan") participant and
who has been allocated shares under the Plan ("Allocated
Stock") is entitled to instruct the trustee ("Trustee") of
the Plan (State Street Bank and Trust Company) on how to
vote the shares of Common Stock of $0.50 par value of the
issuer ("Penney Stock") credited to
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such participant's accounts under the Plan,
plus an allocable portion of all
Allocated Stock for which no direction has been received
and/or shares not credited to any participant's account
("Unallocated/Undirected Stock"). The Trustee is
obligated to vote such Allocated Stock and
Unallocated/Undirected Stock as instructed, and to vote
any Unallocated/Undirected Stock for which it has not
received voting instructions from the participants but
only in the same manner and proportion as the voting of
participants, who gave timely voting instructions with
respect thereto.
(iii) sole power to dispose or to direct the disposition of - 0.
(iv) shared power to dispose or to direct the disposition of -
29,758,041. (A) In the event of any offer (including, but
not limited to, a tender or exchange offer within the
meaning of the Securities Exchange Act of 1934, as
amended) for shares of Penney Stock each Plan participant
may direct the Trustee to accept or reject the offer or to
tender or not tender the shares of Penney Stock credited
to such participant's accounts under the Plan, plus an
allocable portion of all Unallocated/Undirected Stock.
The Trustee shall be obligated to follow all such
directions which are timely received. The Trustee is to
decide whether or not to accept or reject the offer or to
tender or not to tender shares of Penney Stock pursuant to
an offer only if the sum of the number of shares it sold,
exchanged or transferred in accordance with any other
offer during the preceding twelve months plus the number
of shares subject to an outstanding offer is fewer than
10% of the total number of shares held by the Plan. (B)
Although the Trustee does not normally trade shares of
Penney Stock held by it, under certain circumstances a
participant may give instructions regarding his or her
accounts which may result in the sale or transfer of
certain shares by the Trustee.
Item 5 Ownership of Five Percent or Less of a Class.
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
Person.
The filing person maintains a trust which holds shares of
Penney Stock for the benefit of current and certain
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former employees of the issuer who are participants in the
Plan. Participants in the Plan have the right upon termination,
pursuant to the terms of the Plan, to the vested shares of
Penney Stock, or to the proceeds of the sale of shares of
Penney Stock.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not Applicable
Item 8 Identification and Classification of Members of the Group.
Not Applicable.
Item 9 Notice of Dissolution of Group.
Not applicable
Item 10 Certification.
Not applicable
The filing of this statement shall not be construed as an admission
that the Savings and Profit-Sharing Fund under Savings and Profit-
Sharing Retirement Plan of J. C. Penney Company, Inc. is, for the
purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, as amended, the beneficial owner of any securities covered by
this statement.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: February 9, 1994
Signature
/s/ Anthony J. Dennigan
Anthony J. Dennigan
Benefits Operations Manager
