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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))
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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
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Page 3 of 4 Pages
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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.
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Page 4 of 4 Pages
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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