SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Miller Dennis P

(Last)

(First)

(Middle)

C/O J. C. PENNEY COMPANY, INC.

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/03/2008

3. Issuer Name and Ticker or Trading Symbol
J C PENNEY CO INC [ JCP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	SVP, Controller		Principal Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock of 50 cents Par Value	4,171.7763	D
Common Stock of 50 cents Par Value	12,824.1435⁽¹⁾	I	By Trustee of 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock option/Right to Buy	02/28/2006⁽²⁾	02/27/2015	Common Stock	10,000	$44.69	D
Employee stock option/Right to Buy	03/22/2007⁽³⁾	03/21/2016	Common Stock	4,132	$60.5	D
Employee stock option/Right to Buy	03/14/2008⁽⁴⁾	03/13/2017	Common Stock	3,275	$78.5	D
Employee stock option/Right to Buy	03/12/2009⁽⁵⁾	03/11/2018	Common Stock	4,676	$39.78	D
Phantom Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	1,830.1709	⁽⁶⁾	D

Explanation of Responses:

1. Represents equivalent shares based on units of participation in the JCPenney stock fund allocated to Mr. Miller's account in the Company's 401(k) plan, as of June 3, 2008. The shares of JCPenney common stock in the fund are held by the trustee of the 401(k) plan. Changes in the amount of securities beneficially owned reflect changes in the value of the fund, the number of units of participation in the fund held by all participants, and the number of units of participation held by Mr. Miller.

2. Represents grant of employee stock options under the Company's 2001 Equity Compensation Plan, which vested one-third on February 28, 2006, one-third on February 28, 2007, and one-third on February 28, 2008.

3. Represents grant of employee stock options under the Company's 2005 Equity Compensation Plan, which vested one-third on March 22, 2007 and one-third on March 22, 2008, and will vest one-third on March 22, 2009.

4. Represents grant of employee stock options under the Company's 2005 Equity Compensation Plan, which vested one-third on March 14, 2008 and will vest one-third on March 14, 2009 and one-third on March 14, 2010.

5. Represents grant of employee stock options under the Company's 2005 Equity Compensation Plan, which will vest one-third on March 12, 2009, one-third on March 12, 2010, and one-third on March 12, 2011.

6. Represents equivalent shares based on units of participation in the JCPenney stock fund credited to Mr. Miller's account under the Company's Mirror Savings Plan. The phantom stock units are to be settled upon the reporting person's retirement or other termination of service.

Remarks:

*** Under POA as filed herewith. Exhibit List: Exhibit No. 24 - Power of Attorney (POA)

	*** /s/ Salil R. Virkar, attorney in fact	06/11/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.