SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  Schedule 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 14)*


                           J. C. PENNEY COMPANY, INC.
                                (Name of Issuer)


                       Common Stock of 50(cent) par value
                         (Title of Class of Securities)


                                    708160106
                                 (CUSIP Number)


                                December 31, 2002
             (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))


+-----------------------------+              +----------------------------+
|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    |
|   |   Corporation, 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|   | 44,428,417. See Item 4 (c).                            |
|  OWNED BY  +---+--------------------------------------------------------|
|    EACH    | 7 | SOLE DISPOSITIVE POWER                                 |
|  REPORTING |   | -0-. See Item 4 (c).                                   |
|   PERSON   +---+--------------------------------------------------------|
|    WITH    | 8 | SHARED DISPOSITIVE POWER                               |
|            |   | 44,428,417. See Item 4 (c).                            |
+-------------------------------------------------------------------------|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        |
|   |                                                                     |
|   | 44,428,417. 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                     |
|   |                                                                     |
|   | 15.9%. See Item 4 (b).                                             |
+---+---------------------------------------------------------------------|
|12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                         |
|   | EP                                                                  |
+-------------------------------------------------------------------------+


                                                            Page 3 of 6 Pages


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 14)

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 Corporation, Inc. ("Plan")
                  (Note: the Plan changed its name effective January 27, 2002,
                  from "Savings, Profit-Sharing and Stock Ownership Plan of
                  J. C. Penney Company, Inc." to its current name as stated
                  above).

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 50(cent) 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 ss.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
                  ss.240.13d-1(b)(1)(ii)(F).

Item 4   Ownership.
          (a)     Amount Beneficially Owned: 44,428,417 shares.
                  (See Item   4(c)).
          (b)     Percent of Class: 15.9%.
          (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 -  44,428,417.
                    Each of the issuer's employees who is a 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(cent) par value of the


                                                              Page 4 of 6 Pages

                    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 -
                    44,428,417. (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.
     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).

                                                             Page 5 of 6 Pages
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.

                                                              Page 6 of 6 Pages
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 13, 2003



Signature

/s/ George Brand
- --------------------------
George Brand, Benefit Plans Accounting Manager
Name/Title