SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
J. C. PENNEY COMPANY, INC.
(Name of Issuer)
Common Stock of 50 cents 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))
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Page 2 of 5 Pages
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
-0-. See Item 4(c).
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 30,932,900. See Item 4(c).
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING -0-. See Item 4 (c).
PERSON
WITH 8. SHARED DISPOSITIVE POWER
30,932,900. See Item 4 (c).
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,932,900. 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
12.34%. See Item 4 (b).
12. TYPE OF REPORTING PERSON*
EP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 16
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 50 cents 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: 30,932,900 shares (See Item
4(c)).
(b) Percent of Class: 12.34.
(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-
30,932,900. 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 50
par value of the issuer ("Penney Stock")
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Page 4 of 5 Pages
credited to 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 - 30,932,900. (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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Page 5 of 5 Pages
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 3, 1995
/S/ R. T. Messinger
__________________________________________
Signature
R. T. Messinger, Manager of Benefits
__________________________________________
