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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
J. C. PENNEY COMPANY, INC.
__________________________
(Name of Issuer)
Common Stock of 50c par value
_____________________________
(Title of Class of Securities)
708160106
_______________
(CUSIP Number)
*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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CUSIP No.708160106 13G Page 2 of 6 Pages
_________ _____ ___
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Savings, Profit-Sharing and Stock Ownership Plan of J. C. Penney
Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Not Applicable
5 SOLE VOTING POWER
-0-. See Item 4 (c).
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 25,296,431. See Item 4 (c).
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-. See Item 4 (c).
PERSON
WITH 8 SHARED DISPOSITIVE POWER
25,296,431. See Item 4 (c).
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,296,431. See Item 4 (c).
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.4%. See Item 4 (b).
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
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Page 3 of 6 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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:
12700 Park Central Place, 12th Floor, Dallas, Texas
75251
mailing address, P. O. Box 659002, Dallas, Texas
75265-9002
Item 2(c) Citizenship:
Not applicable.
Item 2(d) Title of Class of Securities:
Common Stock of 50c par value
(Series B ESOP Convertible Preferred Stock ("ESOP
Preferred Stock") - each share being convertible into
20 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.
Item 4 Ownership.
(a) Amount Beneficially Owned: 25,296,431 shares. (See Item
4(c)).
(b) Percent of Class: 9.4%.
(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 -
25,296,431. 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
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Page 4 of 6 Pages
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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 50c 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 as well as
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.
(iii) sole power to dispose or to direct the
disposition of - 0.
(iv) shared power to dispose or to direct the
disposition of - 25,296,431. (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 Common Stock Equivalents
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 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.
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Page 5 of 6 Pages
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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.
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.
The filing of this statement shall not be construed as an
admission that the Plan 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.
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Page 6 of 6 Pages
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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, 1998
/s/ F. L. Wasserman
__________________________________________
Signature
F. L. Wasserman, Benefits Controller
__________________________________________
Name/Title
