<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                               Washington, D. C.
                                     20549

                                ---------------

                                  FORM 10-Q/A
                               (Amendment No. 1)
                                        
               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                                ---------------

For the 13 and 39 week periods                  Commission file number 1-777
ended October 31, 1998

                          J. C. PENNEY COMPANY, INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              Delaware                                         13-5583779
--------------------------------------------------------------------------------
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)

6501 Legacy Drive, Plano, Texas                              75024 - 3698
--------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code         (972) 431-1000
                                                   -----------------------------

                              -------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes    X   .       No        .
    -------           -------           

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

254,309,645 shares of Common Stock of 50c par value, as of October 31, 1998.
<PAGE>
 
                                      -1-


PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements.

The following interim financial information is unaudited but, in the opinion of
the Company, includes all adjustments, consisting only of normal recurring
accruals, necessary for a fair presentation.  Certain prior period amounts have
been reclassified to conform with the current period presentation. In addition,
certain amounts for the 13 and 39 weeks ended October 25, 1997 have been
restated (see note 1 to Interim Financial Information).  The financial
information should be read in conjunction with the audited consolidated
financial statements included in the Company's Annual Report on Form 10-K for
the 53 weeks ended January 31, 1998.

Statements of Income
(Amounts in millions except per share data)
<TABLE>
<CAPTION>
 
                                               13 weeks ended        39 weeks ended
                                            --------------------  --------------------
                                            Oct. 31,    Oct. 25,  Oct. 31,    Oct. 25,
                                              1998        1997      1998        1997
                                            --------    --------  --------    --------
<S>                                         <C>         <C>       <C>         <C>
 
Retail sales                                 $7,297      $7,208   $20,613     $20,109
Direct marketing revenue                        252         233       749         686
                                             ------      ------   -------     -------
Total revenue                                 7,549       7,441    21,362      20,795
                                             ------      ------   -------     -------
                                                                           
Costs and expenses                                                         
  Cost of goods sold, occupancy, buying,                                   
    and warehousing costs                     5,282       5,171    14,967      14,559
  Drugstore inventory adjustments, net           --          --        98          --
                                             ------      ------   -------     -------
  Total cost of goods sold                    5,282       5,171    15,065      14,559
  Selling, general, and administrative                                     
    expenses                                  1,622       1,554     4,680       4,539
  Costs and expenses of direct marketing                                   
    operations                                  194         182       578         529
  Other                                         (10)         (6)      (12)        (35)
  Net interest expense and credit                                          
    operations                                  142         152       350         355
  Amortization of intangible assets                                        
    and minority interest                        15          14        68          72
  Infrequent charges, net                        --         151        --         178
                                             ------      ------   -------     -------
Total costs and expenses                      7,245       7,218    20,729      20,197
                                             ------      ------   -------     -------
Income before income taxes                      304         223       633         598
Income taxes                                    118          87       246         233
                                             ------      ------   -------     -------
                                                                           
Net income                                   $  186      $  136   $   387     $   365
                                             ======      ======   =======     =======
                                                                           
                                                                           
Earnings per common share:                                                 
Net income                                   $  186      $  136   $   387     $   365
Less: preferred stock dividend                  (10)        (10)      (28)        (30)
                                             ------      ------   -------     -------
Earnings for Basic EPS                          176         126       359         335
Stock options and convertible                                              
  preferred stock                                10          10        27          28
                                             ------      ------   -------     -------
Earnings for Diluted EPS                     $  186      $  136   $   386     $   363
                                                                           
Shares                                                                     
Average shares outstanding (used                                           
  for Basic EPS)                                254         250       253         246
Common stock equivalents                         18          20        19          21
                                             ------      ------   -------     -------
Average diluted shares outstanding              272         270       272         267
                                                                           
Earnings per share                                                         
Basic                                        $ 0.69      $ 0.51   $  1.42     $  1.36
Diluted                                        0.68        0.49      1.42        1.34
</TABLE>
<PAGE>
 
                                      -2-


Balance Sheets
(Amounts in millions)
<TABLE>
<CAPTION>
 
                                           Oct. 31,  Oct. 25,  Jan. 31,
                                             1998      1997      1998
                                           --------  --------  --------
<S>                                        <C>       <C>       <C>
 
ASSETS
 
Current assets
 
  Cash and short term investments
    of $552, $172, and $208                 $   552   $   208   $   287
 
   Retained interest in JCP Master
     Credit Card Trust                        1,032       862     1,073
 
   Receivables, net                           3,573     3,752     3,819
 
   Merchandise inventory (LIFO reserves
     of $252, $227, and $225)                 7,017     7,249     6,162
 
   Prepaid expenses                             147        78       143
                                            -------   -------   -------
 
     Total current assets                    12,321    12,149    11,484
 
Properties, net of accumulated
     depreciation of $3,267, $3,148,
     and $2,945                               5,332     5,130     5,329
 
Investments, primarily direct marketing
     operations                               1,896     1,737     1,774
 
Deferred direct marketing policy
     acquisition costs                          810       728       752
 
Goodwill and other intangible assets
      net of accumulated amortization
      of $176, $64, and $108                  2,923     3,061     2,940
 
Other assets                                  1,247     1,402     1,214
                                            -------   -------   -------
 
                                            $24,529   $24,207   $23,493
                                            =======   =======   =======
</TABLE>
<PAGE>
 
                                      -3-

Balance Sheets
(Amounts in millions)
<TABLE>
<CAPTION>

                                              Oct. 31,   Oct. 25,   Jan. 31,
                                                1998       1997       1998
                                              --------   --------   --------
<S>                                           <C>        <C>        <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable and accrued expenses        $ 4,000    $ 3,859    $ 4,155
  Short term debt                                2,518      2,218      1,417
  Current maturities of long term debt             625         --        449
  Deferred taxes                                   123         92        116
                                               -------    -------    -------
    Total current liabilities                    7,266      6,169      6,137
 
Long term debt                                   6,737      7,487      6,986
 
Deferred taxes                                   1,388      1,516      1,325
 
Insurance policy and claims reserves               919        849        872
 
Other liabilities                                  798        957        816
                                               -------    -------    -------
    Total liabilities                           17,108     16,978     16,136
 
Stockholders' equity
  Preferred stock, without par value:
    Authorized, 25 million shares -
    issued, 1 million shares of
    Series B ESOP convertible preferred            483        535        526
  Guaranteed ESOP obligation                        --        (96)       (49)
  Common stock, par value 50c:
    Authorized, 1,250 million shares -
    issued, 254, 250, and 251 million
    shares                                       2,877      2,727      2,766
                                               -------    -------    -------
  Total capital stock                            3,360      3,166      3,243
                                               -------    -------    -------
 
  Reinvested earnings at beginning of year       4,066      4,073      4,073
 
  Net income                                       387        365        566
 
  Common stock dividends declared                 (414)      (398)      (533)
 
  Preferred stock dividends
    declared, net of taxes                         (19)       (20)       (40)
                                               -------    -------    -------
 
  Reinvested earnings at end of period           4,020      4,020      4,066
 
 
Accumulated other comprehensive income              41         43         48
                                               -------    -------    -------
Total stockholders' equity                       7,421      7,229      7,357
                                               -------    -------    -------
 
                                               $24,529    $24,207    $23,493
                                               =======    =======    =======
 
</TABLE>

The accumulated balances for net unrealized changes in debt and equity
securities were $70, $57, and $66, (net of deferred tax expense of $37, $34, and
$39) and for foreign currency translation adjustments were ($29), ($14), and
($18) (no deferred tax assets have been recorded for foreign currency
translations) as of the respective dates.

Total comprehensive income was $380, $372, and $577 for the respective periods.
<PAGE>
 
                                      -4-
 
Statements of Cash Flows
(Amounts in millions)

<TABLE>
<CAPTION>
 
                                                     39 weeks ended
                                                  -------------------
                                                  Oct. 31,   Oct. 25,
                                                    1998       1997
                                                  --------   --------

<S>                                               <C>        <C> 
Operating activities
 
Net income                                          $  387    $   365
Gain on the sale of bank assets                         --        (52)
Depreciation and amortization, including
    intangibles                                        459        410
Deferred taxes                                          70        193
Change in cash from:
    Customer receivables                               517        384
    Inventories, net of trade payables                (469)    (1,039)
    Current taxes payable                             (113)        25
    Other assets and liabilities, net                 (679)      (626)
                                                    ------    -------
                                                       172       (340)
                                                    ------    -------
 
Investing activities
 
Capital expenditures                                  (508)      (581)
Proceeds from the sale of bank assets, net              --        276
Purchases of investment securities                    (511)      (339)
Proceeds from sales of investment securities           382        215
Changes in Retained Interest in
    JCP Master Credit Card Trust                        41        249
                                                    ------    -------
                                                      (596)      (180)
                                                    ------    -------
 
Financing activities
 
Increase/(decrease) in short term debt               1,101     (1,732)
Net proceeds from the issuance
  of long term debt                                     --      2,979
Payment of long term debt                              (50)      (295)
Common stock issued, net                               110         82
Preferred stock retired                                (42)       (33)
Dividends paid, preferred and common                  (430)      (404)
                                                    ------    -------
                                                       689        597
                                                    ------    -------
 
Net increase/(decrease) in cash and short term
  investments                                          265         77
 
Cash and short term investments at beginning
  of year                                              287        131
                                                    ------    -------
Cash and short term investments at end of
third quarter                                      $    552   $   208
                                                   ========   =======
</TABLE>


Non-cash transaction
--------------------

On February 27, 1997, the Company completed the acquisition of Eckerd
Corporation through the exchange of 23.2 million shares of JCPenney common stock
for the remaining 49.9 per cent of the outstanding common stock of Eckerd. The
value of the non-cash portion of the acquisition was approximately $1.3 billion.
<PAGE>
 
                                      -5-
                                        
Notes to Interim Financial Information

1.  Restatement

The Company's 1997 interim financial statements for the 13 and 39 week periods
ended October 25, 1997 have been restated to reflect the shift of $39 million
pretax, $23 million after taxes, of the previously reported $151 million charge
associated with the Company's voluntary early retirement program to 1997's
fourth quarter. This amount represents the portion of the total charge that
relates to employees that formally accepted terms of the program between October
25, 1997 and October 31, 1997, which fell in the Company's fourth quarter. The
effects of this restatement on results for the third and fourth quarters of 1997
are summarized below:

<TABLE> 
<CAPTION> 
Third quarter impact:
                                              Periods ended October 25, 1997
                           ------------------------------------------------------------------
                                       13 weeks                           39 weeks
                           -------------------------------    -------------------------------
                           Previously                         Previously
                           Reported   Adjustment  Restated    Reported   Adjustment  Restated
                           --------   ----------  ---------   --------   ----------  --------
<S>                        <C>        <C>         <C>         <C>        <C>         <C> 
Net income                  $   113   $      23   $   136     $   342    $      23   $   365

Net income per share:
Basic                          0.42        0.09      0.51        1.27         0.09      1.36
Diluted                        0.40        0.09      0.49        1.25         0.09      1.34
                                                                   
Total stockholders' equity                                      7,206           23     7,229



Fourth quarter impact:
                                            Periods ended January 31, 1998
                           ------------------------------------------------------------------
                                       14 weeks                           53 weeks
                           -------------------------------    -------------------------------
                           Previously                         Previously
                           Reported   Adjustment  Restated    Reported   Adjustment  Restated
                           --------   ----------  ---------   --------   ----------  --------

Net income                 $   224    $     (23)  $    201    $   566    $     --    $   566

Net income per share:
Basic                         0.86        (0.09)      0.77       2.13          --       2.13
Diluted                       0.85        (0.09)      0.76       2.10          --       2.10

Total stockholders' equity                                      7,357          --      7,357

</TABLE> 
<PAGE>
 
                                      -6-

2.  Infrequent Charges

During 1996 and 1997, the Company recorded infrequent charges principally
related to drugstore integration activities, store closings and FAS 121
impairments, and early retirements and reductions in force. The following tables
provide a summary of the charges by year of the charge and by category as well
as a roll forward of reserves that were established for certain of the charges
through October 31, 1998.
<TABLE>
<CAPTION>
 
1996 Infrequent Charges:
-----------------------
                                                                         1996
                                                         -------------------------------------
                                                                   Cash        Other     Y/E
($ in millions)                                          Expense  Outlays     Changes  Reserve
                                                         -------------------------------------
<S>                                                      <C>     <C>           <C>      <C> 
JCPenney stores and catalog
---------------------------
 
  Reduction in force                                     $ 11    $(11)         $  --   $  --
  Other                                                    20     (20)            --      --
                                                         ------------------------------------
                                                           31     (31)            -- 
Eckerd drugstores
-----------------
  FAS 121 impairments and loss on
    the divestiture of drugstore assets (1)               174      --           (174)     --
  Future lease obligations
    and severance  (2)                                     69      --             --      69
  Allowance for notes receivable  (3)                      --      --             25      25                   
  Nonconforming goods (4)                                  31      --             --      31
  Headquarters severance (2)                               17      --             --      17
  Other (2)                                                32     (12)           (16)      4 
                                                         ------------------------------------
                                                          323     (12)          (165)    146
                                                         ------------------------------------
Total                                                    $354    $(43)         $(165)  $ 146
                                                         ------------------------------------

</TABLE> 

<TABLE> 
<CAPTION> 
                                           1997                     3rd Qtr 1998 YTD
                                 -------------------------      -------------------------
                                  Cash     Other     Y/E         Cash     Other   Ending
($ in millions)                  Outlays  Changes  Reserve      Outlays  Changes  Reserve
                                 -------------------------      -------------------------
<S>                              <C>      <C>      <C>          <C>      <C>      <C> 
Eckerd drugstores
-----------------
Future lease obligations
 and severance                   $  (3)   $ --     $ 66         $   (4)   $ --    $ 62
Allowance for notes
 receivable                         --      --       25             --      --      25
Nonconforming goods                 --     (31)      --             --      --      --
Headquarters severance             (16)     --        1             (1)     --      --
Other                               --      --        4             --      --       4
                                 -------------------------      -------------------------
Total                            $ (19)   $(31)    $ 96         $   (5)   $ --    $ 91
                                 -------------------------      -------------------------
</TABLE> 

Amounts are reflected on the consolidated balance sheets as follows:

(1) Charges related to FAS 121 impairments were recorded as a reduction of
property, plant, and equipment balances.

(2) Reserve balances are included as a component of accounts payable and accrued
expenses.

(3) The allowance for notes receivable, which was established in connection with
the drugstore divestiture discussed below, is included as a reduction of
receivables, net.

(4) The reserve for nonconforming goods is included as a component of
merchandise inventory.
<PAGE>
 
                                      -7-

JCPenney stores and catalog:

Reduction in force - As part of the Company's ongoing program to reduce the cost
------------------                                                             
structure for stores and catalog and improve the Company's competitive position
and future performance, it announced the elimination of 119 store and field
support positions in September 1996, all of which were subsequently eliminated.
Future periods are expected to benefit from the elimination of related salary
costs. The charges, which were expensed and paid in the fourth quarter, related
to severance and outplacement. The program was completed in 1996 at the original
cost estimate.

Other - Other charges consist of incremental advertising and pre-opening costs
-----                                                                        
associated with the Company's acquisition of seven former Woodward & Lothrop
stores in the Washington, D.C. area. These costs related to specific, local
promotional programs to raise awareness of the JCPenney name and establish the
Company's identity in the new market. All costs were expensed as incurred.

Eckerd drugstores:
FAS 121 impairments and loss on the divestiture of drugstore assets
-------------------------------------------------------------------
In the fourth quarter of 1996 the Company recorded $174 million of charges
associated with the Eckerd acquisition. This amount was comprised of the
following components: 1) $53 million related to the closing of certain
underperforming and/or overlap drugstores; 2) $96 million related to the
divestiture of certain Rite Aid and Kerr drugstores; and 3) $25 million related
principally to the write-off of goodwill associated with previous acquisitions.
Each of these items is discussed in more detail below:

1) In October 1996, the Company acquired Fay's Incorporated (Fay's), a chain of
270 drugstores, and entered into an agreement to acquire substantially all of
the assets of approximately 193 Rite Aid drugstores in North and South Carolina.
At the time of the acquisition, no significant changes to the operations of
these stores were expected. In November, the Company entered into an agreement
to acquire Eckerd Corporation (Eckerd), a chain of 1,748 drugstores. Upon
entering into the agreement to acquire Eckerd, the Company began to plan for the
integration of its approximately 1,100 existing drugstores into the Eckerd name
and format. The integration plan provided for, among other things, the closing
of 86 overlap and/or underperforming Thrift and Fay's drugstores, having a sales
base of approximately $130 million and operating losses of approximately $9
million before non-cash operating expenses, such as depreciation, all of which
were leased facilities. During 1997, 64 stores were closed, with the majority
being closed in the first and fourth quarters (23 and 32, respectively). The
remaining store closings were delayed into fiscal 1998, six of which closed in
the third quarter of 1998, to facilitate a timely and orderly transition between
the operations of the stores to be closed and the surrounding stores that were
to remain open and operating. All stores have been closed as of the end of the
1998 third quarter.

A FAS 121 impairment charge of $53 million related to these stores was recorded
by the Company in 1996. Impaired assets consisted primarily of store fixtures
and leasehold improvements. These assets could not readily be used at other
store locations nor was there a ready market outside the Company to determine
fair value; the assets were discarded at the time of closing. Accordingly, the
impairment charge recorded for these assets represented their carrying value as
of the end of fiscal 1996. Asset values were reduced to zero and as a result,
depreciation was discontinued. The stores were operating at a loss and continued
to do so subsequent to the FAS 121 impairment charge. Operating results for the
individual stores were included in operations through the closing dates of the
respective stores. There were no significant changes to the Company's initial
estimate of impairment.
<PAGE>
 
                                      -8-

2) Subsequent to entering the agreement to acquire the Rite Aid stores, but
prior to completion of the transaction, the Company entered into an agreement to
acquire Eckerd. As a condition of the Eckerd acquisition, the Federal Trade
Commission (FTC) required that the Company divest itself of 164 stores (divested
stores) in the Carolinas (consisting of both Rite Aid and Kerr drugstores) to a
single buyer to maintain adequate competition in the two states. Pursuant to the
FTC agreement, the consummation of the acquisition of the Rite Aid stores was
delayed until the Company entered into an agreement to sell the divested stores.
Ultimately, the Company entered into an agreement with a former member of Thrift
management and other parties to sell the divested stores for $75 million ($42
million in cash and $33 million in notes receivable).

The Company recognized a FAS 121 impairment charge of $75 million related to the
Rite Aid stores. The impairment charge was necessary as the undiscounted cash
flows for these units was not sufficient to support recorded asset values,
including furniture and fixtures and other intangibles. The amount of the
impairment charge was determined based on the difference between the fair value
of the assets, as calculated through discounted expected cash flows, and the
carrying amount for those assets. In addition, the Company recorded a loss of
$21 million related to the divestiture of the Kerr stores. These 34 Kerr stores
had a sales base of approximately $59 million and operating income of
approximately $3 million before non-cash operating expenses such as
depreciation.

3) As part of the acquisition of Eckerd, the decision was made to operate all
drugstores under the Eckerd name and format. Consequently, goodwill in the
amount of $10 million, which had been allocated under purchase accounting to the
Fay's trade name, was determined to have no value. In addition, the Company
recorded an impairment charge of $15 million related to goodwill associated with
unprofitable business units operated by the former drugstore operations.

Future lease obligations and severance - In connection with the above store
--------------------------------------                                    
closings, the Company established a $69 million reserve for the present value of
($2 million). The store closing plan anticipated that Eckerd would remain liable
for all future lease payments. The present value of future lease obligations was
calculated using a 6.7 per cent discount rate and anticipated no subleasing
activity or lease buyouts. Costs are being charged against the reserve as
incurred; the interest component related to accretion of the discount is
recorded as rent expense in the period incurred and is not recorded as an
                                                                        -
accretion to the reserve. On average, the remaining lease term for closed stores
was seven years, and payments during the next five years are expected to be
approximately $2 million per year. Given the extended payout term of these
reserves, they will be assessed periodically to determine their adequacy. No
changes have been deemed necessary through the third quarter of 1998.

A total of 1,100 store employees, including store managers as well as salaried
and non-salaried personnel, were expected to be terminated as a result of store
closings. Terminations approximated 1,150 employees and occurred concurrent with
the store closings as described above.
<PAGE>
 
                                      -9-
                                        
Allowance for notes receivable - As noted above, a portion of the proceeds
------------------------------                                           
related to the sale of the divested stores was financed by the Company through a
note receivable of $33 million. The FTC consent agreement provided that the
Company could not maintain a continuing interest in the divested stores which
placed significant constraints on the Company's ability to collect on the note.
As a result, the collectibility of the note was and remains uncertain.
Consequently, a reserve for 75 per cent ($25 million) of the face value of the
notes receivable was established. This reserve is reviewed for adequacy on a
periodic basis. No adjustments have been deemed necessary through the third
quarter of 1998.

Nonconforming goods - The integration plan provided for the liquidation of
-------------------                                                      
certain merchandise lines, principally private brand merchandise and other items
that did not conform to the Eckerd product mix. The charge was calculated based
on an analysis of the merchandise categories on hand at the end of 1996 that
would be liquidated in 1997. The charge was recorded to reduce nonconforming
merchandise inventory to estimated net realizable value. As nonconforming
merchandise was liquidated in 1997, merchandise losses were charged against the
reserve.

Headquarters severance - A reserve of $17 million was established for 
----------------------
termination benefits related to the elimination of the Thrift headquarters and
certain support facilities upon the acquisition of Eckerd. Approximately 400
employees were affected by the plan to eliminate these functions, which included
all levels of Thrift management and administrative staff. Ultimately, 436
employees were terminated under this program, with the majority of the employees
(421) being terminated during 1997. Actual termination costs were charged
against the reserve as incurred with $16 million being incurred and charged
against the reserve in 1997. The program has been completed and no adjustments
were required to the reserve.

Other - the principal component of other integration charges was $15 million
-----                                                                      
related to the change of the Thrift accounting policy for certain contractual
vendor payments to a more preferable accounting method. This item was
established as unearned income on the consolidated balance sheet as of year end
1996, and is being recognized over the contract terms through the year 2002. The
remaining $17 million, the majority of which was expensed as incurred, was
related to integration activities for the Fay's stores, and other activities
such as contract terminations.

The immediate impact of the store closings was a decline in sales. It is
anticipated that future operating performance will improve as a result of
avoiding operating losses for the underperforming stores, elimination of excess
facility costs for the overlap stores, reduction of overhead costs, and
elimination of amortization of intangible assets.
<PAGE>
 
                                     -10-

1997 Infrequent Charges:
----------------------- 
                                                         1997
                                          -----------------------------------
                                                    Cash      Other     Y/E
($ in millions)                           Expense  Outlays   Changes  Reserve
                                          -----------------------------------
JCPenney stores and catalog
---------------------------
  Early retirement  (1)                    $ 151    $  (1)   $  --     $  150
  Reduction in force   (2)                    55       --       --         55
  FAS 121 impairments   (3)                   72       --      (72)        --
  Future lease obligations       
   and severance   (2)                        61       (6)      --         55
  Other   (2)                                 23      (18)      --          5
                                           -----------------------------------
                                             362      (25)     (72)       265


Sale of business units                       (63)      63       --         --
----------------------
 
Eckerd drugstores
-----------------
  Store integration                           61      (61)      --         --
  Nonconforming goods (4)                     45       --      (45)        --
  Future obligations, primarily
    leases  (2)                               37       (2)      --         35
  Systems integration                         26      (26)      --         --
  Advertising/grand reopening                 26      (26)      --         --
  Gain on the sale of
    institutional pharmacy                   (47)      47       --         --
                                           -----------------------------------
                                             148      (68)     (45)        35

                                           -----------------------------------
Total                                      $ 447    $ (30)  $ (117)     $ 300
                                           -----------------------------------
 
 
                                                  3rd Quarter 1998 YTD
                                           ----------------------------------
                                            Cash          Other       Ending
($ in millions)                            Outlays       Changes      Reserve
                                           ----------------------------------

JCPenney stores and catalog                                                 
---------------------------                                                 
  Early retirement                          $ (38)         $  8        $ 120
  Reduction in force                          (45)           --           10
  Future obligations and severance            (12)           --           43
  Other                                        (4)           --            1
                                           ----------------------------------
                                              (99)            8          174 
Eckerd drugstores                                                           
-----------------                                                           
  Future obligation, primarily                                              
    leases                                     (3)           --           32
                                           ----------------------------------
Total                                       $(102)         $  8        $ 206
                                           ----------------------------------

Amounts are reflected on the consolidated balance sheets as follows:

(1) The early retirement program was reflected in the 1997 year end balance
sheet as follows: $58 million of prepaid pension assets are included in other
assets; $5 million of retiree medical liability and $85 million for the new non-
qualified retirement plan are included in other liabilities; and $2 million of
plan administration costs are included in accounts payable and accrued
expenses.

(2) Reserve balances are included as a component of accounts payable and accrued
expenses.

(3) Charges related to FAS 121 impairments were recorded as a reduction of
property, plant, and equipment balances.

(4) Charges related to nonconforming goods were recorded as a reduction of
merchandise inventories.
<PAGE>
 
                                      -11-

JCPenney stores and catalog:
As part of the Company's initiatives to reduce the cost structure for JCPenney
stores and catalog and improve the Company's competitive position and future
performance, the following actions were taken in the third and fourth quarters
of 1997:

Early retirement - In August 1997 the Company announced a voluntary early
----------------                                                         
retirement program (Program) to all JCPenney stores, catalog, and corporate
support management employees who were age 55 or older and had at least 10 years
of service. Approximately 1,600 employees were eligible to participate in the
program, and, in total, approximately 1,245 or 78% elected to retire under the
Program.  The charge of $151 million, which was recorded in the third ($112
million) and fourth ($39 million) quarters of 1997, includes $158 million of
termination benefits that were actuarially calculated based on the employees
electing to retire under the Program (representing lump-sum payments as well as
the present value of periodic future payments determined at a discount rate of
7.5%), $5 million of actuarially calculated post retirement welfare benefits,
and $3 million of outside consulting and administration costs. These costs were
offset by a $15 million curtailment gain which was the result of a decrease in
the projected benefit obligation (PBO) of the Company's qualified pension plan.
The PBO was reduced due to the elimination of the liability for future salary
increases resulting from the early termination of employees who elected to
retire under the Program. The $1 million cash outlay for 1997 represents
payments to outside consultants. Cash outlays of $38 million in the first three
quarters of 1998 ($8 million in the third quarter) represent payments under the
Program to retired employees for lump-sum and periodic payments and
administration costs; accretion of the reserve due to interest charges connected
with the pension benefits was $8 million through the third quarter ($1 million
for the third quarter), and was charged to pension expense which is included in
SG&A expenses. Total cash outlay for 1998 is estimated to be $46 million and
accretion of the reserve due to interest charges for 1998 is estimated to be $10
million. Annual payments to retired employees under the Program are estimated to
be $16 million  in 1999 - 2001, $14 million in 2002 - 2004, and $12 million
thereafter for approximately 20 years until the liability is reduced to zero.
The Company does not anticipate that annual cash outflows will affect its
financing requirements. The annual savings from the Program are estimated to be
$85 million. There have been no adjustments to the liability as of the third
quarter of 1998. Approximately $1 million of the original reserve for
administration costs is expected to be reversed in the fourth quarter of 1998 as
actual costs have been less than estimated.

Reduction in force - In the fourth quarter of 1997, the Company announced a
------------------                                                         
restructuring plan to eliminate 1,693 management employees. The $55 million
charge represents severance, outplacement, and other termination benefits
offered to all affected associates. There was no cash outlay in 1997, because
although employees were notified of the restructuring plan in the fourth quarter
of 1997, they did not leave the Company until 1998. Cash outlays of $45 million
in the first three quarters of 1998 ($6 million in third quarter) represent
termination benefits paid to 1,550 employees terminated through the first three
quarters of 1998 (9 in the third quarter). It is expected that the plan will be
completed in the fourth quarter of 1998 and at less cost than originally
estimated due in part to employee resignations prior to being involuntarily
terminated and employees posting for positions elsewhere in the Company. There
have been no adjustments made to the liability as of the end of the third
quarter of 1998, however, the Company anticipates that approximately $11 million
will be reversed in the fourth quarter of 1998.
<PAGE>
 
                                      -12-
                                        
Unit Closing Costs - The Company identified 97 underperforming stores that did
------------------                                                            
not meet the Company's  profit objectives and several support units (credit
service centers and warehouses) which were no longer needed.  This unit closing
plan (Plan) represents unit closings over and above the normal course of store
closures within a given year, which are typically relocations. All units are
scheduled to be closed by the end of fiscal 1998.  The major actions comprising
the Plan consisted of the identification of a closing date (to coincide with
termination rights and/or other trigger dates contained in the lease, if
applicable), and the notification of affected parties (e.g., employees,
landlords, and community representatives) in accordance with the Company's store
closing procedures. Substantially all of the stores and support units included
in the portfolio were leased, and as such, the Company was not responsible for
the disposal of property, other than fixtures, which for the most part will be
disposed without future use. Unit closing costs include future lease obligations
and termination benefits, and FAS 121 impairments.

As of the end of the third quarter of 1998, the Company had closed 87 stores and
terminated approximately 2,900 employees, including store managers as well as
salaried and non-salaried personnel, under the Plan (44 stores and 1,250
employees in the fourth quarter of 1997, and 43 stores and 1,650 employees in
the first three quarters of 1998 (6 stores and 420 employees in the third
quarter)). The closings are proceeding according to the original plan and the
remaining 10 stores are expected to be closed in the fourth quarter of 1998.


     FAS 121 impairments  - Impaired assets consist primarily of store furniture
     -------------------                                                       
     and fixtures, and leasehold improvements.  The majority of the stores
     identified for closure were older stores in small markets and the
     associated furniture and fixtures were out-dated with the Company's current
     store design.  Therefore, these items could not be readily used at another
     location, nor was there a ready market for these items to determine a fair
     value. Accordingly, the impairment charge recorded for these assets
     represents the carrying value of the assets as of the end of fiscal 1997.
     Depreciation of these assets was discontinued as the impairment charges
     reduced the asset balances to zero. The stores were operating at a loss and
     continued to do so subsequent to the FAS 121 impairment charge.  The assets
     were discarded at the time of closing. There were no significant changes to
     the Company's initial estimate of impairment.

     Future lease obligations and severance  - In connection with the above
     --------------------------------------                               
     store closings, the Company established a $61 million reserve for the
     present value of future lease obligations ($31 million) and other store
     closing costs ($30 million), principally severance and outplacement. The
     store closing plan anticipated that the Company would remain liable for all
     future lease payments. Present values were calculated assuming a ten per
     cent discount rate and anticipated no subleasing activity or lease buyouts.
     Costs are being charged against the reserve as incurred. The cash outlays
     in 1997 and the first three quarters of 1998 represent termination benefits
     paid for the employees terminated in the respective period as discussed
     above, and lease payments on closed stores. The interest component of lease
     payments (approximately $2 million in 1998) will be recorded as interest
     expense, with a corresponding increase in the reserve, in the fourth
     quarter of 1998 and future years. The remaining reserve as of the end of
     the third quarter of 1998 represents termination benefits for employees at
     the 10 stores to be closed in the fourth quarter of 1998 and future lease
     obligations for all closed stores. The actual timing of store closings did
     not differ significantly from the estimate upon which the liability for
     future lease obligations was based. On average, the remaining lease term
<PAGE>
 
                                      -13-

     for closed stores was seven years, and payments during the next five years
     are expected to be approximately $4 million per year. Given the extended
     payout term of these reserves, they will be assessed periodically to
     determine their adequacy. No changes have been deemed necessary through the
     third quarter of 1998.

The stores identified for closure were generally those with a poor performance
history, and to a large extent, declining sales.  While the short-term effect of
the closings was the net loss of approximately $225 million in sales and the
elimination of approximately $15 million in operating losses before non-cash
operating charges such as depreciation, the Company anticipates that certain of
those sales will be recaptured through neighboring stores or catalog. The
Company expects to realize benefits of approximately $32 million per year as a
result of eliminating operating losses associated with the closed stores and the
redeployment of working capital.

Other - Other charges consist primarily of: (a) $11 million of previously
-----                                                                    
capitalized business process reengineering costs associated with a project to
transform store administrative functions that were expensed in accordance with
the provisions of EITF 97-13, (b) $5 million of incremental advertising costs
related to the Company's entrance into a new market in Washington D.C. (as
discussed previously), which were expensed as incurred in 1997, and (c) a $5
million estimate of printing, postage, and mailing costs related to regulatory
requirements to notify credit card customers of annual interest rate changes; $2
million of such costs were paid in 1997, and the remaining $3 million was paid
in the first quarter of 1998.  All other charges are less than $1 million
individually.

Sale of business units:
A gain on the sale of business units of $63 million was included in the 1997
infrequent charges. JCPenney National Bank (JCPNB), a consumer bank which issued
VISA and MasterCard credit cards, was sold in 1997 at a gain of $49 million. In
addition, the Company recorded a $14 million gain representing a supplemental,
contingent payment related to the 1995 sale of JCPenney Business Services, Inc.
(BSI). BSI provided credit-related services to third party credit-card issuers.
JCPNB 1996 revenues and operating income were $129 million and $2 million,
respectively. The sale of JCPNB did not have a negative impact on the Company's
results of operations or financial position in 1997, and it is not expected to
have a material impact in future periods.

Eckerd drugstores:
The majority of drugstore charges recorded as infrequent charges in 1997 relate
to integration activities that were expensed as incurred in accordance with EITF
95-3. Such costs were comprised of the following:

     Store integration - charges totaling $61 million related to the conversion
     -----------------                                                        
     of the former Thrift, Fay's and Kerr stores and certain warehouse
     facilities to the Eckerd name and format, including training, overhead
     redundancies during the transition period, and other similar integration
     related costs.

     Systems integration - costs associated with the conversion of the
     -------------------                                                        
     previously owned drugstores to the Eckerd systems platform totaled $26
     million.
<PAGE>
 
                                      -14-
                                        
     Advertising and grand re-opening costs - costs associated with introducing
     --------------------------------------                                   
     the Eckerd name in converted regions as well as costs related to the grand
     re-opening of converted drugstores totaled $26 million.

In addition, the Company recorded the following drugstore related items as
infrequent charges in 1997:

Nonconforming goods - In 1996, the Company planned to liquidate nonconforming
-------------------                                                         
merchandise that would not be carried subsequent to the Eckerd acquisition
pursuant to normal promotional programs. A charge was recorded to reduce the
nonconforming merchandise to expected net realizable value at the end of 1996.
In 1997, the Company decided to accelerate the liquidation of nonconforming
merchandise to expedite the integration of the drugstore operations. As a
result, the nonconforming merchandise was sold faster by offering higher
markdowns than originally estimated. As these liquidation losses were realized
during 1997, $31 million was charged against the 1996 reserve established for
nonconforming merchandise and the remainder, or $45 million, was expensed as
incurred and included in 1997 drugstore integration costs.

Future obligations, primarily leases - In the second quarter of 1997 as part of
------------------------------------                                          
the on-going drugstore integration process, the Company closed 26 additional
drugstores.  These stores were part of the portfolio of retained Rite Aid stores
(see previous discussion).  The Company recorded a FAS 121 impairment charge for
the store assets in 1996.  These closings did not involve any termination
benefits.  The liability in 1997 was limited to future lease obligations on
these stores.  The reserve for future lease obligations for these stores is
based on the present value of lease obligations through the year 2017.
Additionally, in the fourth quarter of 1997, the Company became obligated to
make future lease payments for 27 stores that Fay's had sold prior to being
acquired by the Company on which the buyer had defaulted and failed to make
lease payments.  Fay's, and therefore the Company, was contractually obligated
to make the lease payments.  Accordingly, the Company recorded a charge for
future lease obligations on these stores at the time the liability became known.
The reserve for future lease obligations on these stores is based on lease
payments through the year 2009.  A charge of $25 million related to all of these
lease obligations was recorded. These events are not expected to have an effect
on future sales, and other than future lease obligations, there will be no
impact on future operating results as none of the stores operated as part of
Thrift drugstores. In addition, an $8 million charge was recorded for
liabilities established for pending litigation, and the remaining $4 million
relates to other miscellaneous charges, each individually insignificant. As of
the end of the third quarter of 1998, these combined reserves totaled $35
million. There have been no adjustments to these liabilities as of the end of
the third quarter of 1998.

Gain on the sale of institutional pharmacy - as part of the integration plan, 
------------------------------------------
the Company sold its underperforming institutional pharmacy operation in the
fourth quarter of 1997 and recorded a gain of $47 million. This operation
generated sales of $80 million in 1997.
<PAGE>
 
                                     -15-

Item 2 - Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

Financial Condition
-------------------

Merchandise inventory for JCPenney department stores and catalog totaled $5,112
million at the end of the third quarter, a decline of 1.2 per cent compared with
$5,174 million at the end of last year's third quarter. Eckerd merchandise
inventories totaled $2,157 million at the end of the third quarter, a 6.3 per
cent decline compared with $2,302 million at the end of last year's third
quarter. Last year's inventory levels were higher than normal in anticipation of
grand re-openings of converted drugstores in the northeastern United States.

Properties, net of accumulated depreciation, totaled $5,332 million at October
31, 1998 compared with $5,130 million a year earlier. As of the end of the third
quarter, the Company operated 1,165 JCPenney stores comprising 116.0 million
gross square feet compared with 1,220 stores comprising 119.3 million gross
square feet at the end of 1997's third quarter. The decline was principally
related to the closing of underperforming stores which was a component of the
Company's 1997 infrequent charges. During the quarter, six of the
underperforming stores were closed; substantially all of the stores slated for
closing had been closed as of the end of the third quarter. In addition, the
Company operated 2,738 Eckerd drugstores at the end of the quarter, a net
decline from 2,769 at the end of last year's third quarter. The net decline in
drugstores is primarily related to the conversion of the Company's multiple
drugstore chains to the Eckerd format. Eckerd's new store opening activity
continues to be focused on relocating existing stores to more productive, free-
standing locations. During the first nine months of 1998, Eckerd has relocated
121 drugstores compared with the relocation of 94 stores in the comparable 1997
period.

Reserves related to the Company's infrequent charges, principally drugstore
integration activities, the voluntary early retirement program, and closing of
underperforming department stores and support facilities, totaled $297 million
at the end of the third quarter of 1998 (see note 2 to Interim Financial
Statements for additional information). During the quarter, approximately $21
million was charged against the reserves, principally for payments of lease
obligations, and payment of periodic payments of employee benefits related to
the early retirement and reduction in force. The remaining reserves are
principally related to the early retirement, and store closings, including the
present value of future lease obligations, both of which will be paid out over
an extended period of time.

Capital expenditures for the first nine months of 1998 totaled $508 million
compared with $581 million in the comparable 1997 period. Drugstore expenditures
accounted for $165 million in 1998 compared with $254 million in 1997 which
included significant transition related costs. The balance of the spending
related primarily to JCPenney stores and catalog.

There have been no significant changes in the Company's long term debt during
the first nine months of fiscal 1998. Long term debt totaled $6,737 million at
the end of the third quarter compared with $6,986 million at the end of fiscal
1997 and $7,487 million at the end of third quarter 1997. The decrease from both
year end and third quarter 1997 balances is comprised of the reclassification of
certain amounts to current maturities and normal debt retirements.
<PAGE>
 
                                     -16-
                                        
Results of Operations
---------------------

Consolidated operating results
 
($ in millions)                         13 weeks ended        39 weeks ended
                                     --------------------  --------------------
                                     Oct. 31,    Oct. 25,  Oct. 31,    Oct. 25,
                                       1998        1997      1998        1997
                                     --------    --------  --------    -------- 
Operating profit by segment:                     
Department stores and catalog          $ 329       $ 420    $  718      $  738
Eckerd drugstores                         64          63       150         273
Direct marketing                          58          51       171         157
Other unallocated                         10           6        12          35
                                       -----       -----    ------      ------
                                         461         540     1,051       1,203
Net interest expense and credit                                         
   operating costs                      (142)       (152)     (350)       (355)
Amortization of intangible assets        (15)        (14)      (68)        (72)
Infrequent charges                        --        (151)       --        (178)
                                       -----       -----    ------      ------
Income before income taxes               304         223       633         598
Income taxes                            (118)        (87)     (246)       (233)
                                       -----       -----    ------      ------
Net income                             $ 186       $ 136    $  387      $  365

Net income for the quarter totaled $186 million, or 68 cents per diluted share,
compared with $136 million, or 49 cents per share, in last year's period. Last
year's third quarter net income reflected infrequent charges of $151 million, or
36 cents per share, related principally to the Company's early retirement
program.

For the 39 weeks ended October 31, 1998, net income totaled $387 million, or
$1.42 per diluted share, compared with $365 million, or $1.34 per share, last
year. The Company's financial results for the 13 and 39 weeks ended October 25,
1997 have been restated to reflect a shift of $39 million pretax, $23 million
after taxes, or 9 cents per diluted share, for a portion of the voluntary early
retirement program to the fourth quarter of 1997 (see footnote 1 to the interim
financial statements for additional information). Excluding the effects of
drugstore inventory adjustments and other integration charges (collectively
drugstore integration charges) that were recorded in 1998's second quarter and
the infrequent charges recorded in 1997's third quarter related to the Company's
early retirement program, earnings totaled $457 million, or $1.67 per share,
this year compared with $474 million, or $1.76 per share, in last year's
comparable period.
<PAGE>
 
                                     -17-

Segment Operating Results

Department Stores and Catalog
-----------------------------
<TABLE> 
<CAPTION>  
                                               13 weeks ended                    39 weeks ended
                                         -------------------------         -------------------------
                                         Oct. 31,         Oct. 25,         Oct. 31,         Oct. 25,
                                           1998             1997             1998             1997        
                                         --------         --------         --------         --------  
<S>                                   <C>              <C>              <C>               <C>
($ in millions)
Retail sales                             $ 4,807          $ 4,927          $13,109          $13,213
Cost of goods sold                        (3,299)          (3,358)          (9,055)          (9,133)
SG&A expenses                             (1,179)          (1,149)          (3,336)          (3,342)
                                         --------         --------         --------         --------  
Operating profit (1)                     $   329          $   420          $   718          $   738
                                                                           
                                                                           
Sales per cent increase/(decrease)                                         
  Total department stores                   (5.0)            (1.5)            (2.1)             2.2
  Comparable stores                         (4.0)            (2.5)            (1.7)             1.2
  Catalog                                    8.0              2.6              4.4              2.7
Ratios as a per cent of sales                                              
  FIFO gross margin                         31.4             31.8             30.9             30.9
  SG&A expenses                             24.5             23.3             25.4             25.3
  FIFO operating profit (1)                  6.9              8.5              5.5              5.6
  FIFO EBITDA (2)                            9.7             11.0              9.3              9.1
 
</TABLE>

(1)  Operating profit excludes net interest expense and credit operations,
     amortization of intangible assets and minority interest, infrequent
     charges, net, and income taxes.

(2)  EBITDA is provided as an alternative assessment of operating performance
     and is not intended to be a substitute for GAAP measurements. EBITDA
     excludes depreciation, amortization, interest, and finance charge revenue
     net of credit operating costs; calculations may be different for other
     companies.


Sales for department stores were soft throughout the third quarter, totaling
$3,749 million, a decline of 5.0 per cent from last year's third quarter. Sales
for comparable stores, those stores open at least a year, declined 4.0 per cent.
Store sales were generally down across all merchandise divisions and geographic
regions.   Catalog sales totaled $1,058 million, an 8.0 per cent increase from
last year. Catalog sales benefited from the participation in coordinated
marketing programs with department stores. Stores and catalog FIFO gross margin
totaled $1,508 million compared with $1,569 million in last year's third
quarter. The decline was attributable to sales declines coupled with lower
margins resulting from more aggressive promotional programs as compared with the
1997 period. Selling, general, and administrative (SG&A) expenses increased $30
million, or 2.6 per cent, in the quarter from the prior year. Expense increases
were principally related to advertising. Both the gross margin and SG&A ratios
during the quarter were negatively impacted by low sales volume in department
stores. Gross margin declined by 40 basis points in this year's third  quarter,
while SG&A expenses increased by 120 basis points. Operating profit was $329
million in the third quarter compared with $420 million in last year's period.

Sales for department stores for the 39 weeks ended October 31, 1998 totaled
$10,409 million, down approximately two per cent on both a total stores and
comparable store basis from last year's period. Catalog sales for the nine
months totaled $2,700 million, an increase of 4.4 per cent from the prior year.
<PAGE>
 
                                     -18-

Stores and catalog FIFO gross margin was $4,054 million for the nine months,
down slightly from last year as a result of weak sales. SG&A expenses were
$3,336 million for the first nine months, a slight decline from the comparable
period last year. As a per cent of sales, gross margin was flat with last year
while SG&A expenses were 10 basis points higher than last year.  Operating
profit totaled $718 million compared with $738 million in last year's comparable
period, and has been negatively impacted by sales volumes in department stores,
particularly in the second and third quarters.
 

Eckerd Drugstores
-----------------
<TABLE>
<CAPTION>
                                               13 weeks ended                    39 weeks ended
                                         -------------------------         -------------------------
                                         Oct. 31,         Oct. 25,         Oct. 31,         Oct. 25,
                                           1998             1997             1998             1997        
                                         --------         --------         --------         --------  
<S>                                    <C>              <C>              <C>              <C>
($ in millions)
Retail sales                             $ 2,490          $  2,281         $  7,504         $  6,896
Cost of goods sold                        (1,973)           (1,805)          (5,983)(1)       (5,411)
LIFO charge                                  (10)               (8)             (27)             (15)
SG&A expenses                               (443)             (405)          (1,344)(1)       (1,197)
                                         --------         --------         --------         --------  
Operating profit (2)                     $    64          $     63         $    150         $    273
                                                          
                                                          
Sales per cent increase                                   
 Total drugstores                            9.2              10.6 (3)          8.8             11.7 (3)
 Comparable stores                          10.0               7.2              8.9              7.5
Ratios as a per cent of sales                                                          
 FIFO gross margin                          20.8              20.9             20.3             21.6
 SG&A expenses                              17.8              17.8             17.9             17.4
 FIFO operating profit                       3.0               3.1              2.4              4.2
 FIFO EBITDA (4)                             5.7               5.3              5.0              6.3
                                                                                       
 LIFO gross margin                          20.4              20.5             19.9             21.3
 LIFO operating profit                       2.6               2.7              2.0              3.9
 LIFO EBITDA (4)                             5.3               4.9              4.7              6.1
 
</TABLE>

(1)  Cost of goods sold includes inventory adjustments of $98 million and SG&A
     expenses include $16 million of other integration expenses (see discussion
     below).

(2)  Operating profit excludes net interest expense and credit operations,
     amortization of intangible assets and minority interest, infrequent
     charges, net, and income taxes.

(3)  The percentage shown has been calculated using 1996 pro forma data,
     assuming the Company's drugstore acquisitions had occurred at the beginning
     of fiscal 1996.

(4)  EBITDA is provided as an alternative assessment of operating performance
     and is not intended to be a substitute for GAAP measurements. EBITDA
     excludes depreciation, amortization, and interest; calculations may be
     different for other companies.
<PAGE>
 
                                     -19-

Sales were $2,490 million for the 13 weeks ended October 31, 1998, a 9.2 per
cent increase over third quarter 1997. On a comparable store basis, sales
increased by 10.0 per cent. Sales for comparable stores improved in both
pharmacy, which increased by 15.3 per cent during the quarter, and non-pharmacy
merchandise. FIFO gross margin totaled $517 million compared with $476 million
in last year's third quarter, an increase of 8.6 per cent. As a per cent of
sales, gross margin declined by 10 basis points. Margin ratio improvement for
non-pharmacy merchandise was offset by the mix of sales which continue to shift
toward lower margin pharmacy sales. During the quarter, Eckerd recorded a $10
million LIFO charge compared with an $8 million charge in last year's quarter.
FIFO operating profit for the quarter totaled $74 million compared with $71
million in last year's quarter.

Sales for the 39 weeks totaled $7,504 million compared with $6,896 million in
last year's period, an increase of 8.8 per cent; comparable store sales
increased 8.9 per cent. Sales gains were led by a 14.7 per cent increase in
pharmacy sales. FIFO gross margin for the first nine months totaled $1,521
million compared with $1,485 million last year, an increase of 2.4 per cent.
FIFO gross margin ratio declined by 130 basis points compared with last year.
Eckerd realized improvement in both pharmacy and front-end merchandise; however,
margins were negatively impacted by inventory adjustments and sales which were
more heavily weighted towards pharmacy which carries lower margins. Eckerd
recorded a LIFO charge of $27 million in the first nine months of 1998 compared
with a $15 million charge in last year's comparable period. SG&A expenses were
higher than last year and as a per cent of sales increased by 50 basis points.
FIFO operating profit for drugstores totaled $177 million compared with $288
million in last year's period, and declined by 180 basis points compared with
last year. The above comparisons include the effects of second quarter 1998
inventory adjustments and other integration related costs (see discussion
below). Excluding such charges, FIFO gross margin was flat, SG&A expenses as a
percent of sales increased 30 basis points, and operating profit declined by 40
basis points compared with last year's period.

During 1998's second quarter, the Company recorded pre-tax charges of $114
million, net, for its drugstore operation. The charges consisted of $126 million
related to merchandise losses offset by $28 million of cost recoveries received
by Eckerd as settlement in lieu of joining class action litigation concerning
prescription drug pricing, both of which were accounted for in cost of goods
sold, and $16 million of additional costs incurred in support of the drugstore
integration activities which were reported as SG&A expenses.

The merchandise losses sustained by Eckerd related principally to the conversion
of the Company's Thrift, Fay's, and Kerr drugstores, including acquired Rite Aid
and Revco stores, to the Eckerd name and format. This process, which began in
1997, impacted approximately 1,100 stores and three warehouses, and involved,
among other things, the conversion of existing systems and the liquidation of
nonconforming merchandise. In an effort to better position the combined
drugstore operations strategically and to realize the benefits of synergy, the
Company conducted a rapid conversion, which in turn placed significant demands
on people and systems throughout 1997 and the first half of 1998. The Company
believes that these demands, as well as higher than anticipated losses resulting
from the aggressive liquidation of nonconforming merchandise, were significant
factors contributing to the higher than normal shrinkage levels revealed by 1998
physical inventories. In accordance with generally accepted accounting
principles, the Company recorded a charge to adjust shrinkage rates in the
second quarter based on the finalized results of these physical inventories. In
<PAGE>
 
                                     -20-

addition, the shrinkage rate for the third quarter was adjusted upward slightly,
and was reflected in the operating results for Eckerd.

Management believes that as a result of the steps it has taken, including
enhancing processes, replacing certain accounting systems, and increasing
staffing, systems and controls are in place so that inventory and shrinkage
results will return to more normal levels.
 
 
Direct Marketing Services
-------------------------
 
<TABLE>
<CAPTION>
                                               13 weeks ended                    39 weeks ended
                                         -------------------------         -------------------------
                                         Oct. 31,         Oct. 25,         Oct. 31,         Oct. 25,
                                           1998             1997             1998             1997        
                                         --------         --------         --------         --------  
<S>                                      <C>              <C>              <C>              <C>
($ in millions)
Revenue                                  $    252         $    233         $    749         $    686
Costs and expenses (1)                       (194)            (182)            (578)            (529)
                                         --------         --------         --------         --------  
Operating profit  (2)                    $     58         $     51         $    171         $    157
 
Revenue, per cent increase                    8.2             12.0              9.2             14.1
Operating profit as a
 per cent of revenue                         23.0             21.9             22.8             22.9
</TABLE>

(1)  Includes amortization of deferred acquisition costs of $47 and $41 for the
     13 weeks, and $139 and $122 for the 39 weeks ended October 31, 1998 and
     October 25, 1997, respectively.

(2)  Operating profit excludes interest expense and income taxes.

Revenue increased by 8.2 per cent in the third quarter compared with last year's
period. Revenue growth was led by non-insurance products, which increased by
38.5 per cent, and health insurance products, which increased by 8.4 per cent.
Non-insurance products represent a small but growing component of the direct
marketing business, comprising approximately 6 per cent of revenues and 4 per
cent of operating earnings for the 39 weeks ended October 31, 1998. Operating
profit for the period was $58 million, an increase of $7 million, or 13.7 per
cent. For the nine months, direct marketing generated an 8.9 per cent increase
in operating profit on a 9.2 per cent increase in revenue. During the third
quarter of 1998, JCPenney Insurance Group changed its name to JCPenney Direct
Marketing Services, Inc. to more properly reflect the vision and emphasis of the
organization - marketing insurance and non-insurance products as well as
offering its marketing and operational expertise to third parties.


Other Corporate Items

Net Interest Expense and Credit Operations
------------------------------------------

Net interest expense and credit operations for the third quarter was $142
million compared with $152 million in last year's third quarter. The decrease
was primarily related to reductions in bad debts. Both bankruptcy and
delinquency rates continued to show positive trends during the quarter. As of
October 31, 1998, delinquencies were 3.7 per cent of customer receivables
compared with 4.8 per cent a year ago. For the first nine months, net interest
expense and credit operations totaled $350 million compared with $355 million in
last year's period. The decline was principally related to improvement in bad
debt expense, which was $26 million, or 13.5 per cent, better than last year,
offset by higher interest costs associated with the Eckerd acquisition. Total
<PAGE>
 
                                     -21-

customer receivables serviced at October 31, 1998 totaled $3,893 million, a
decline of $482 million, or 11.0 per cent, from the comparable period last year.
The decrease is principally related to the continued shift of credit purchases
to third party credit cards.


Income Taxes
------------

The Company's effective income tax rate was 38.8 per cent in the third quarter,
up 20 basis points from last year. For the first nine months, the effective
income tax rate was 38.8 per cent compared with 38.9 per cent last year.


Year 2000
---------

The Year 2000 issue exists because many computer systems store and process dates
using only the last two digits of the year.  Such systems, if not changed, may
interpret "00" as "1900" instead of the year "2000."  The Company has been
working to identify and address Year 2000 issues since January 1995.  The scope
of this effort includes internally developed information technology systems,
purchased and leased software, embedded systems, and electronic data interchange
transaction processing.

In October 1996, a companywide task force was formed to provide guidance to the
Company's operating and support departments and to monitor the progress of
efforts to address Year 2000 issues.  The Company has also consulted with
various third parties, including, but not limited to, outside consultants,
outside service providers, infrastructure suppliers, industry groups, and other
retail companies and associations to develop industrywide approaches to the Year
2000 issue, to gain insights to problems, and to provide additional perspectives
on solutions. It is expected that compliance work will be substantially
completed by the end of 1998.  Beginning in January 1999, all systems critical
to the Company's core businesses will be retested.  The Company has also focused
on the Year 2000 compliance status of its suppliers, and is participating in a
National Retail Federation survey of suppliers and service providers to
determine their Year 2000 readiness.

Despite the significant efforts to address Year 2000 concerns, the Company could
potentially experience disruptions to some of its operations, including those
resulting from noncompliant systems used by third party business and
governmental entities.  The Company has developed contingency plans to address
potential Year 2000 disruptions.  These plans include business continuity plans
that address accessibility and functionality of Company facilities as well as
steps to be taken if an event causes failure of a system critical to the
Company's core business activities.

Through October 31, 1998, the Company has incurred approximately $25 million on
a cumulative basis to achieve Year 2000 compliance.  The Company's projected
cost for Year 2000 remediation is currently estimated to be $46 million.  Total
costs have not had, and are not expected to have, a material impact on the
Company's financial results.
<PAGE>
 
                                     -22-

New Accounting Rules
--------------------

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities", which is effective for quarters beginning after June 15, 1999. The
Company has a limited exposure to derivative products and does not expect these
new rules to have a material impact on reported results.

The American Institute of Certified Public Accountants has issued Statements of
Position (SOP) No. 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use" and No. 98-5, "Reporting on the Costs of
Start-Up Activities." The new accounting rules, which have been adopted, did not
have a material impact on the Company's results of operations.


Subsequent Events
-----------------

On November 23, 1998, the Company entered into a definitive agreement to acquire
Genovese Drug Stores, Inc. (Genovese). Genovese operates 141 drugstores in New
York, New Jersey, and Connecticut. Under terms of the agreement, Genovese
shareholders will receive J. C. Penney Company, Inc. common stock valued at $30
for each share of Genovese common stock they own. The transaction is valued at
approximately $432 million, plus the assumption of approximately $60 million of
Genovese debt. The acquisition, which will be accounted for as a purchase, is
expected to close during the first quarter of 1999.

On November 25, 1998, the Company's indirect, wholly owned, special purpose
subsidiary, JCP Receivables, Inc., completed a public offering of $650 million
principal amount of 5.50 per cent Class A Asset-Backed Certificates, Series E
issued by the JCP Master Credit Card Trust. Proceeds of the offering will be
used for general corporate purposes.

The Company's business depends to a great extent on the last quarter of the
year. Historically, sales for that period have averaged approximately one third
of annual sales.  Accordingly, the results of operations for the 13 and 39 weeks
ended October 31, 1998 are not necessarily indicative of results for the entire
year.


Item 3 - Quantitative and Qualitative Disclosures About Market Risk

The Company holds an interest rate swap with a notional principal amount of $375
million entered into in connection with the issuance of asset-backed
certificates in 1990. This swap presents no material risk to the Company's
results of operations.
<PAGE>
 
                                     -23-


This report may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements, which reflect the Company's current views of future events and
financial performance, involve known and unknown risks and uncertainties that
may cause the Company's actual results to be materially different from planned
or expected results. Those risks and uncertainties include but are not limited
to competition, consumer demand, seasonality, economic conditions, government
activity, and the year 2000 compliance readiness of the Company's suppliers and
service providers as well as government agencies. Investors should take such
risks and uncertainties into account when making investment decisions.



PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K.

     (a)  Exhibits
          --------

          The following documents are filed as exhibits to this report:

          27(a)   Restated Financial Data Schedule for the nine months ended
                  October 31, 1998.

          27(b)   Restated Financial Data Schedule for the nine months ended
                  October 25, 1997.
<PAGE>
 
                                     -24-



                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                    J. C. PENNEY COMPANY, INC.



                                    By     /S/W. J. Alcorn
                                      -------------------------------
                                              W. J. Alcorn
                                      Vice President and Controller
                                      (Principal Accounting Officer)



Date:  January 26, 1999