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                                                                 Exhibit 10(c)











                                    AMENDMENTS TO 
                              J. C. PENNEY COMPANY, INC.
                               BENEFIT RESTORATION PLAN







                      Adopted by Benefit Plans Review Committee
                                     July 9, 1997




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          RESOLVED that, pursuant to Article VIII, Paragraph 1 of the J. C.
          Penney Company, Inc. Benefit Restoration Plan, ("Plan"), the Plan
          be, and it hereby is, amended as follows:


          1.   Paragraph (3) (Death Benefits) of Article IV (Benefits) is
               amended effective January 1, 1997 to revise sentence two as
               follows:

               Notwithstanding the preceding sentence, if the Participant
               at the time of his death (a) was 55 years of age or more,
               (b) had 15 years or more of service, as defined by the
               Pension Plan, and (c) Separates from Service by reason of
               death, the joint and survivor annuity payable to the Spouse
               will be in the form of a 100% (75% if death occurs prior to
               January 1, 1996) joint and survivor annuity without payment
               certain.

          2.   Paragraph (1) (Optional Forms and Commencement of Benefit
               Payments) is amended effective January 1, 1997 to delete the
               following sentence two:

                    For purposes of the benefit provided by Paragraph (1)
                    of Article IV, a Participant shall receive the annual
                    benefit payable under Paragraph (1) of Article IV in
                    such form and at such time and actuarially adjusted in
                    such a manner as the benefit payable under the
                    Supplemental Retirement Program.

               And to revise sentence three and to add a new sentence four
               as follows:

                    For purposes of the benefit provided by Paragraph (1)
                    of Article IV, the Participant shall receive the annual
                    benefit payable under Paragraph (1) of Article IV in
                    such a form and at such time and actuarially adjusted
                    in such a manner as the benefit payable under the
                    Pension Plan.  Payment of such benefit may be deferred
                    to a date no later than the Participant's attainment of
                    age 65 only if the Participant has elected to defer
                    receipt of benefits under the Pension Plan.

               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 Plan as
          they deem necessary and the Vice President and Director of
          Personnel is authorized to approve amendments necessary because
          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 Plan to
 
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          the Company or diminish substantially the payments and benefits
          provided for in the Plan, 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 the officers of the Company and its counsel
          be, and they hereby are, authorized to take all such further
          actions, and to execute and deliver all such further instruments
          and documents in the name and on behalf of the Company, and under
          its corporate seal or otherwise, and to pay all such expenses as
          shall in their judgment be necessary, proper, or advisable in
          order fully to carry out the intent and effectuate the purposes
          of the foregoing resolutions and each of them.

 
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