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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
J. C. PENNEY COMPANY, INC.
__________________________
(Name of Issuer)
Common Stock of 50c par value
_____________________________
(Title of Class of Securities)
708160106
________________
(CUSIP Number)
January 1, 1999
_____________________________________________________________
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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 43,379,103. See Item 4 (c).
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING -0-. See Item 4 (c).
PERSON
WITH 8 SHARED DISPOSITIVE POWER
43,379,103. See Item 4 (c).
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,379,103. 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
16.3%. 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. 10)
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. ("Plan")
Item 2(b) Address of Principal Business Office:
6501 Legacy Drive, Plano, Texas 75024-3698
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 Sections
240.13d-1(b), or 240.13d-2(b) or (c), check whether
the person filing is a:
(f) [x] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F).
Item 4 Ownership.
(a) Amount Beneficially Owned: 43,379,103 shares. As of
January 1, 1999, the J. C. Penney Company, Inc. Savings
and Profit-Sharing Retirement Plan was merged with and
into the Plan. Shares previously reported as
beneficially owned by the Savings and Profit-Sharing
Retirement Plan are now held by the Plan. (See Item
4(c)).
(b) Percent of Class: 16.3 %.
(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 -
43,379,103. Each of the issuer's employees who
is a Plan participant and who has been allocated
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Page 4 of 6 Pages
_ _
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 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 ("Undirected Stock"). The Trustee is
obligated to vote such Allocated Stock and
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 - 43,379,103. (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
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.
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.
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Page 5 of 6 Pages
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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 and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or
influencing the control of the issuer of the securities
and were not acquired and are not held in connection
with or as a participant in any transaction having that
purpose 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, 1999
/s/ George Brand
__________________________________________
Signature
George Brand, Benefit Plans Accounting Manager
______________________________________________
Name/Title
