PENNEY J C CO INC
424B5, 1995-05-18
DEPARTMENT STORES
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<PAGE>   1
                                                Filed Pursuant to Rule 424(b)(5)
                      Registration Statement No.   33-53275                  
                                                 -------------------------------

PRICING SUPPLEMENT NO. 1 dated May 16, 1995 (To Prospectus dated April 29,
1994 and Prospectus Supplement dated July 1, 1994)

                               U.S. $193,000,000
                               (Principal Amount)

                                    JCPENNEY

                          Medium-Term Notes, Series A
                Due from Nine Months or More From Date of Issue

<TABLE>
<S>                                                         <C>
[X]   Book Entry Note                                            [X]     Fixed Rate       
                                                                                                                                   
[ ]   Certificated Note                                          [ ]     Floating Rate

Trade Date:      May 16, 1995                               Issue Price (As a Percentage of Principal Amount):
            -------------------------------------             
Date of Issue:      May 23, 1995                                   100%                                    
               ----------------------------------           ---------------------------------------------------
                       
                                                            Interest Payment Date(s):   March 15, September 15  
                                                                                      -------------------------
Maturity Date:  May 23, 2005                                Fixed Interest Rate/Initial Interest Rate:
               ----------------------------------
Agent's Commission:    .600%                                       7.05%                                       
                    -----------------------------           ---------------------------------------------------
               
                                                            Net Proceeds to Issuer:  $191,842,000                  
                                                                                    ---------------------------
If Floating Rate indicate:        [ ]   Commercial Paper Rate Note,
[ ]   Prime Rate Note,            [ ]     LIBOR Note,
[ ]   Federal Funds Effective Rate Note,           [ ]      CD Rate Note,
[ ]   Treasury Rate Note or           [ ]  Other             
                                                 ------------
and complete the following:

Interest Reset Dates:         N/A                           Spread:     N/A                              
                      ---------------------------                   -------------------------------------------
                                                 
Interest Payment Period:      N/A                           Spread Multiplier:   N/A                             
                         ------------------------                              --------------------------------
                                                 
Interest Reset Period:       N/A                            Maximum Interest Rate, if any:   N/A         
                       --------------------------                                         ---------------------
                                                 
Interest Determination Dates:   N/A                         Minimum Interest Rate, if any     N/A                
                              -------------------                                         ---------------------
                                                 
Index Maturity:         N/A                                 Calculation Dates:      N/A                  
                ---------------------------------                              --------------------------------
                                                 
                                                            Calculation Agent:      N/A                                  
                                                                               --------------------------------
</TABLE>
Redemption Information:    Non-redeemable prior to stated maturity
                        --------------------------------------------------------
If Note is denominated in a currency or currency unit other than U. S. dollars,
see attachment.

CS FIRST BOSTON
               MERRILL LYNCH & CO.
                                 J. P. MORGAN SECURITIES INC.
                                                            MORGAN STANLEY & CO.
                                                                Incorporated
<PAGE>   2


Debt Securities, including Medium-Term Notes, Series A, may be issued by the
Company in an aggregate principal amount of up to U.S. $1,500,000,000 or the
equivalent in foreign currency or foreign currency units.  To date, including
this offering, an aggregate of U.S. $693,000,000, or the equivalent in foreign
currency or foreign currency units of Medium- Term Notes, Series A, and all
other Debt Securities, has been issued.

      Attachment to Pricing Supplement No.            1                  
                                           ------------------------

Specified Currency or Currency Units:    N/A
                                      ------------------------------------------
Payment by holder of purchase price in: [ ] the Specified Currency or [ ] U.S.
dollars

Exchange rate applicable to purchase price if payable in U.S. dollars of
non-U.S. dollar denominated Note:  U.S. $1.00 =       N/A
                                                --------------------
Payments to the holder of principal, premium, if any, and interest in U.S.
dollars (with an election by the holder to receive payments in the Specified
Currency)  N/A                  
         -------------

or such payments only in the Specified Currency (with no election by the holder
to receive payments in U.S. dollars)      N/A
                                    ------------------

Additional Terms:  N/A

                              RECENT DEVELOPMENTS


      The following financial information should be read in conjunction with
the financial information contained in the Company's Annual Report on Form 10-K
for the 52 weeks ended January 28, 1995.

      The Company's net income per share (fully diluted) for the 13 weeks ended
April 29, 1995 declined 27.4% to 61 cents, as compared with 84 cents in the
same 1994 period.  Net income totaled $156 million, as compared with $223
million in the 1994 first quarter.  Gross margin dollars for both stores and
catalog declined due to the weak sales volume and increased promotional
activity.  As a per cent of retail sales, gross margin was 31.4%, as compared
with 32.1% in the same period last year.  Selling, general, and administrative
("SG&A") expenses increased 5.2% from last year's level.  As a per cent of
sales, SG&A expenses were 26.3% compared with 25.1% in the same 1994 period.

      The Company's annual earnings depend to a significant extent on the
results of operations for the last quarter of its fiscal year.  Accordingly,
interim results may not be indicative of the results for the entire fiscal
year.







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