Sec Form 4 Filing - DAVIS GARY L @ J C PENNEY CO INC - 2005-03-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DAVIS GARY L 2. Issuer Name and Ticker or Trading Symbol J C PENNEY CO INC [ JCP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) X __ Other (specify below) EVP, Chief Human Resources and/Administration Officer (Last) (First) (Middle) C/O J. C. PENNEY COMPANY, INC., 6501 LEGACY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2005 (Street) PLANO, TX75024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock of 50 cent Par Value 8,289 D Common Stock of 50 cent Par Value 2,870.6028 I By Trustee of 401(k) ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Mirror Savings Plan ( 2 ) ( 2 ) ( 2 ) Common Stock 1,199.7543 1,199.7543 D Options/ RIght to Buy/ Grant $ 44.69 03/01/2005 A 75,000 ( 3 ) 02/28/2006( 4 ) 02/27/2015 Common Stock 75,000 $ 44.69 213,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DAVIS GARY L C/O J. C. PENNEY COMPANY, INC. 6501 LEGACY DRIVE PLANO, TX75024 EVP, Chief Human Resources and Administration Officer Signatures ***Ralph H. Richardson 03/02/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Equivalent shares based on units of JCPenney stock held by trustee of 401(k) plan, and assigned to my account, as of February28, 2005, pursuant to plan. Differences in totals reported since last Form 4 or Form 5 represent units acquired by trusteesince then in the ordinary course of plan's administration and reflects adjustments made to all equivalent shares in plan,divided among accounts of all participants in plan, all exempt under Rule 16b-3. ( 2 )Equivalent shares based on units credited under the Company's Mirror Savings Plan I, II, III. ( 3 )Employee Stock Option, granted under Rule 16b-3 employee stock option plan. ( 4 )One-third of the options can be exercised on 2/28/2006, one-third on 2/28/2007 and one-third 2/28/2008.

Remarks: ***By continuing POA as filed with the S.E.C.

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 4(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).

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