SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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 6 Pages
CUSIP No.708160106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Savings, Profit-Sharing and Stock Ownership 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 28,754,616. See Item 4 (c).
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING -0-. See Item 4 (c).
PERSON
WITH 8. SHARED DISPOSITIVE POWER
28,754,616. See Item 4 (c).
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,754.616. 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
11.47%. See Item 4 (b).
12. TYPE OF REPORTING PERSON*
EP
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Page 3 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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, Profit-Sharing and Stock Ownership 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
75265-9000
Item 2(c) Citizenship:
Delaware
Item 2(d) Title of Class of Securities:
Common Stock of 50 cents par value
(Series B ESOP Convertible Preferred Stock ("ESOP
Preferred Stock") - each share being convertible into
10 shares of Common Stock ("ESOP Preferred Common Stock
Equivalent"))
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.
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4 of 6 Pages
Item 4 Ownership
(a) Amount Beneficially Owned: 28,754,616 shares. (See Item
4(c)).
(b) Percent of Class: 11.47%.
(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 -
28,754,616. Each of the issuer's employees who
is a Savings, Profit-Sharing and Stock Ownership
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") and the ESOP Preferred Common
Stock Equivalent shares 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 - 28,754,616. (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 or ESOP Preferred
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
and the ESOP Preferred Stock Common Stock
Equivalent 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
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Page 5 of 6 Pages
reject an offer or to tender or not to tender
shares of Penney Stock or ESOP Preferred Stock,
as the case may be, 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 or ESOP Preferred 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 and ESOP Preferred Stock (See Item 2(d)
above) for the benefit of current and certain 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 (including converted ESOP
Preferred Stock), or to the proceeds of the sale of
shares of Penney Stock (including converted ESOP
Preferred 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
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Page 6 of 6 Pages
The filing of this statement shall not be construed as an
admission that the Savings, Profit-Sharing and Stock Ownership
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
_______________________________________________
Name/Title
