Sec Form 4 Filing - RAISH STEPHEN F @ J C PENNEY CO INC - 2006-04-25

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 RAISH STEPHEN F 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) _____ Other (specify below) EVP, Chief Information Officer (Last) (First) (Middle) C/O J. C. PENNEY COMPANY, INC., 6501 LEGACY DR 3. Date of Earliest Transaction (MM/DD/YY) 04/25/2006 (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 2,511 D Common Stock of 50 cent Par Value 10,690.9 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 PSUs with DERS (DRIP) ( 2 ) ( 2 ) ( 2 ) Common Stock 53.9645 53.9645 D Mirror Savings Plan ( 3 ) ( 3 ) ( 3 ) Common Stock 2,913.79 2,907.2749 D Options/Right to Buy/Grant $ 36.062 04/25/2006 S 2,772 03/01/2000 02/28/2009 Common Stock 2,772 $ 63.96 211,278 D Options/Right to Buy/Grant $ 36.062 04/25/2006 S 17,478 03/01/2000 02/28/2009 Common Stock 17,478 $ 63.96 193,800 D Options/Right to Buy/Grant $ 20.22 04/25/2006 S 40,000 02/25/2003 02/24/2012 Common Stock 40,000 $ 63.96 153,800 D Options/Right to Buy/Grant $ 31.06 04/25/2006 S 1,900 03/01/2005 02/28/2014 Common Stock 1,900 $ 63.96 151,900 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RAISH STEPHEN F C/O J. C. PENNEY COMPANY, INC. 6501 LEGACY DR PLANO, TX75024 EVP, Chief Information Officer Signatures ***Ralph H. Richardson 04/27/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Equivalent shares based on units of JCPenney stock held by trustee of 401(k) plans, and assigned to my account, as of April 26, 2006, pusuant to plans. Differences in totals reported since last Form 4 or Form 5 represent units acquired by trustee since then in the ordinary course of the plan's administration and reflects adjustments made to all equivalent shares in the plan, divided among accounts of all participants in the plan, all exempt under Rule 16b-3. ( 2 )Dividends accrued under Company's Deferred Compensation Plan, exempt under Rule 16a-11. ( 3 )Equivalent shares based on units credited under the Company's Mirror Savings Plan I, II, and III.

Remarks: ***Under 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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