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                                                                 Exhibit 10(b)















                                    AMENDMENTS TO 
                         SUPPLEMENTAL RETIREMENT PROGRAM FOR
                       MANAGEMENT PROFIT-SHARING ASSOCIATES OF
                              J. C. PENNEY COMPANY, INC.





                       Adopted by Benefit Plans Review Commitee
                                     July 9, 1997





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               RESOLVED that pursuant to Paragraph (2) of Article VIII of
          the Supplemental Retirement Program for Management Profit-Sharing
          Associates of J. C. Penney Company, Inc. ("Program"), the Program
          be, and it hereby is, amended as follows:


          1.   Subparagraph (b)(ii) of paragraph (1) (At Early,
               Traditional, or Delayed Retirement Date) of Article IV
               (Benefits) shall be amended effective September 15, 1997 to
               delete the words "as of the Valuation Date which is the
               Eligible Management Associate's date of Separation from
               Service" and to substitute the words "as of the Valuation
               Date which is the next trading date of the New York Stock
               Exchange following the Associate's Separation from Service"
               therefor.

          2.   Paragraph (1) (Additional Credited Service and other
               Adjustments) of Article VIII (Miscellaneous) shall be
               amended effective January 1, 1997 to add three sentences to
               the last paragraph as follows:

               For the purpose of determining life insurance coverage under
               paragraph (5) of Article IV, an Eligible Management
               Associate deemed to have attained Traditional Retirement Age
               in the event of a unit closing described in (a) of the
               preceding subparagraph shall be entitled to coverage
               effective on the first day of the month following his
               Separation from Service.  The amount of such coverage shall
               be equal to 100% of the amount being provided to him at
               Company expense immediately prior to his Separation from
               Service.  Said amount shall be reduced in accordance with
               paragraph (5) of Article IV starting with the first day of
               the month following his attainment of age 61.

          3.   Paragraph (6) (Cessation and Recalculation of Benefits) of
               Article VIII (Miscellaneous) shall be amended effective
               January 1, 1998 to retitle the paragraph, to delete sentence
               one and to substitute a new sentence one therefor as
               follows:

                    (6)  Benefits for Reemployed Eligible Management 
                         ___________________________________________
               Associates:  If a retired Eligible Management Associate 
               __________
               subsequently is reemployed by a Participating Employer, the
               payment of benefits hereunder shall continue. 

               RESOLVED that, in order to carry out the intent and
          effectuate the purposes of the Amendments, the appropriate
          officers of the Company, with the approval of counsel for the
          Company, be, and they hereby are, authorized to make such
          technical changes, corrections, and amendments to the Program as
          they deem necessary and the Vice President and Director of
          Personnel is authorized to approve amendments necessary because

 
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          of the outsourcing of benefits administration to Hewitt
          Associates; provided, however, that no such change, correction,
          or amendment may substantially increase the cost of the Program
          to the Company or diminish substantially the payments and
          benefits provided for in the Program, and that any such change,
          correction, or amendment be reported, as soon as reasonably
          possible, to the Personnel Committee of the Management Committee
          of the Company; and

               RESOLVED that officers of the Company and its counsel be,
          and they hereby are, authorized to take all such action and to
          execute and deliver all such instruments and documents, in the
          name and on behalf of the Company, and under its corporate seal
          or otherwise, as shall in their judgment be necessary, proper, or
          advisable in order fully to carry out the intent and to
          effectuate the purposes of the foregoing resolutions and each of
          them.

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