PENNEY J C CO INC
SC 13G/A, 1999-02-09
DEPARTMENT STORES
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


                                     Schedule 13G


                      Under the Securities Exchange Act of 1934
                                 (Amendment No. 20)*


                              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))

<PAGE>   
     CUSIP No. 708160106                13G       Page  2   of  4  Pages
               __________                              ___     ___
                                                                               
                                                                               
      1   NAMES OF REPORTING PERSONS                                           
          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)          
                                                                               
          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 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(a).                                     
      NUMBER OF                                                                
        SHARES     6   SHARED VOTING POWER                                     
     BENEFICIALLY      -0-. See Item 4(a).                                     
       OWNED BY                                                                
         EACH      7   SOLE DISPOSITIVE POWER                                  
       REPORTING       -0-. See Item 4 (a).                                    
        PERSON                                                                 
         WITH      8   SHARED DISPOSITIVE POWER                                
                       -0-. See Item 4 (a).                                    
                                                                               
      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON         
                                                                               
          -0-. See Item 4 (a).                                                 
                                                                               
     10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN            
          SHARES (SEE INSTRUCTIONS)                                            
                                                                               
                                                                               
     11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                      
                                                                               
          0.0%. See Item 4 (a).                                                
                                                                               
     12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                          
           EP                                                                  
                                                                                
<PAGE>
                                                          Page 3 of 4 Pages
                                                               _    _


                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C. 20549
                                     SCHEDULE 13G
                      Under the Securities Exchange Act of 1934
                                  (Amendment No. 20)

          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. ("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

          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:  -0- shares.  As  of January
                    1, 1999, the  Plan was merged with  and into the  J. C.
                    Penney  Company, Inc. Savings, Profit Sharing and Stock
                    Ownership Plan  ("LESOP").  Shares  previously reported
                    as beneficially owned  by the Plan are now  held by the
                    LESOP.
                (b) Percent of Class:  0.0%.
                (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 - 0.

                     (iii) sole  power   to  dispose   or  to  direct   the
                           disposition of - 0.
                     (iv)  shared  power  to  dispose   or  to  direct  the
                           disposition of - 0.

<PAGE>
                                                          Page 4 of 4 Pages
                                                               _    _


          Item 5     Ownership of Five Percent or Less of a Class.
                     If this statement  is being filed  to report the  fact
                     that as  of the date  hereof the reporting  person has
                     ceased  to be the  beneficial owner of  more than five
                     percent  of   the  class  of  securities,   check  the
                     following.   / X / 

          Item 6     Ownership  of  More  than Five  Percent  on  Behalf of
                     Another Person.

                     Not applicable.

          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.

          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



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