Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  JOHNSON RONALD B
 2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2011		 3. Issuer Name and Ticker or Trading Symbol
J C PENNEY CO INC [JCP]
(Last)
(First)
(Middle)
C/O J. C. PENNEY COMPANY, INC., 6501 LEGACY DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PLANO, TX 75024		 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 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant (right to buy)   (1) 12/13/2018 Common Stock 7,256,894 $ 29.92 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JOHNSON RONALD B
C/O J. C. PENNEY COMPANY, INC.
6501 LEGACY DRIVE
PLANO, TX 75024		   X      

Signatures

*** /s/ Brandy L. Treadway, attorney in fact 08/10/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On June 13, 2011, Ronald B. Johnson and J. C. Penney Company, Inc. (the "Company") entered into a warrant purchase agreement, pursuant to which Mr. Johnson purchased a warrant (the "Warrant") to acquire shares of common stock of 50 cents par value of the Company. The Warrant is exercisable after its sixth anniversary, June 13, 2017, provided that the Warrant is immediately exercisable upon a Change in Control (as defined in the Warrant) of the Company or, if applicable, upon termination of Mr. Johnson's employment with the Company.
 
Remarks:
***Under POA as filed herewith.
Exhibit List:
Exhibit No. 24.1 - Power of Attorney (POA)

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