<PAGE>





                          SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D. C.
                                        20549

                                   _______________

                                      FORM 10-Q

                   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 30, 1999

                                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.

     260,441,831  shares of  Common Stock of  50c par  value, as of  October 30,
     1999.

<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 amounts
     have  been reclassified  to conform with  the current  period presentation.
     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 52 weeks ended January 30, 1999.


     Statements of Income
     (Amounts in millions except per share data)

                                       13 weeks ended          39 weeks ended
                                    ____________________     __________________
                                    Oct. 30,    Oct. 31,     Oct. 30,  Oct. 31,
                                      1999        1998         1999      1998
                                    ________   _________     ________  ________

     Retail sales                   $  7,696   $  7,297      $ 22,024  $ 20,613
     Direct Marketing revenue            282        252           832       749
                                    _________  _________     _________  ________

     Total revenue                     7,978       7,549       22,856    21,362
                                    _________   _________    _________  ________

     Costs and expenses
       Cost of goods sold,
         occupancy, buying,
         and warehousing costs         5,639       5,282       16,245    15,065
       Selling, general, and
         administrative expenses       1,784       1,622        5,114     4,680
       Costs and expenses of Direct
         Marketing operations            219         194          655       578
       Real estate and other              (7)        (10)         (27)      (12)
       Net interest expense and credit
         operations (1)                  106         142          243       350
       Acquisition amortization           18          15           80        68
                                    _________   _________    _________  ________

     Total costs and expenses          7,759       7,245       22,310    20,729
                                    _________   _________    _________  ________

     Income before income taxes          219         304          546       633
     Income taxes                         77         118          198       246
                                    _________   _________    _________  ________

     Net income                     $    142    $    186     $    348  $    387
                                   =========   =========    ========= =========


     Earnings per common share:

     Net income                     $    142    $    186     $    348  $    387
     Less:
       preferred stock
         dividends                        (9)        (10)         (27)      (28)
                                    _________   _________    _________  ________
     Earnings for basic EPS              133         176          321       359
     Dilutive stock options and
       convertible preferred
       stock                               9          10           --        27
                                    _________   _________    _________  ________
     Earnings for diluted EPS       $    142    $    186     $    321  $    386

     Shares
     Average shares outstanding
       (used for basic EPS)              260         254           259       253
     Dilutive common stock
       equivalents                        16          18            --        19
                                   _________    ________      ________  ________

     Average diluted shares
       outstanding                       276         272           259       272

     Earnings per share
     Basic                          $   0.51     $  0.69      $   1.24  $   1.42
     Diluted                            0.51        0.68          1.24      1.42


     (1) Net  interest  expense and  credit operations  for the  39 weeks  ended
     October  30, 1999 includes a  $5 million pre-tax gain, or  1 cent per share
     after tax, on the early extinguishment of Eckerd Corporation's 9.25 percent
     Notes due 2004.

<PAGE>
                                         -2-

     Balance Sheets
     (Amounts in millions)

                                                 Oct. 30,    Oct. 31,   Jan. 30,
                                                   1999        1998       1999
                                                 ________   __________  ________


     ASSETS

     Current assets

       Cash and short-term investments
         of $392, $552, and $95                  $    392   $    552   $     96
       Retained interest in JCP Master
         Credit Card Trust                            461      1,032        415
       Receivables, net                             4,455      3,573      4,415
       Merchandise inventories                      6,971      7,017      6,031
       Prepaid expenses                               151        147        168
                                                 ________   ________   _________

          Total current assets                     12,430     12,321     11,125

     Properties, net of accumulated
          depreciation of $3,152, $3,267,
          and $2,875                                5,434      5,332      5,458

     Investments, principally held by
          Direct Marketing                          1,812      1,896      1,961

     Deferred policy acquisition costs                904        810        847

     Goodwill and other intangible assets
          net of accumulated amortization
          of $305, $180, and $225                   3,173      2,867      2,933

     Other assets                                   1,359      1,303      1,314
                                                 --------   --------   --------
                                                 $ 25,112   $ 24,529   $ 23,638
                                                 ========   ========   ========

<PAGE>
                                         -3-
     Balance Sheets
     (Amounts in millions)
                                                 Oct. 30,    Oct. 31,   Jan. 30,
                                                   1999        1998       1999
                                                 ________    ________   ________
     LIABILITIES AND STOCKHOLDERS' EQUITY
     Current liabilities
       Accounts payable and accrued expenses     $  3,784   $  3,903   $  3,465
       Short-term debt                              3,223      2,518      1,924
       Current maturities of long-term debt           625        625        438
       Deferred taxes                                 155        123        143
                                                  ________   ________   ________
         Total current liabilities                  7,787      7,169      5,970

     Long-term debt                                 6,504      6,737      7,143

     Deferred taxes                                 1,545      1,388      1,517

     Insurance policy and claims reserves             992        919        946

     Other liabilities                                917        895        893
                                                  ________   ________   ________
         Total liabilities                         17,745     17,108     16,469

     Stockholders' equity
     Capital stock
       Preferred stock, without par value:
         Authorized, 25 million shares -
         issued and outstanding, 0.8 million
         shares for all periods presented of
         Series B ESOP convertible preferred          457        483        475
       Common stock, par value 50c:
         Authorized, 1,250 million shares -
         issued and outstanding, 260, 254, and
         250 million shares                         3,236      2,877      2,850
                                                  ________   ________   ________

     Total capital stock                            3,693      3,360      3,325
                                                  ________   ________   ________


     Reinvested earnings
       At beginning of year                         3,858      4,066      4,066
       Net income                                     348        387        594
       Common stock dividends declared               (427)      (414)      (549)
       Preferred stock dividends
         declared, net of tax                         (18)       (19)       (39)
       Common stock retired                            --         --       (214)
                                                  ________   ________   ________
       Reinvested earnings at end of
         period                                     3,761      4,020      3,858

     Accumulated other comprehensive income/(loss)    (87)        41        (14)
                                                  ________   ________   ________


     Total stockholders' equity                     7,367      7,421      7,169
                                                  ________   ________   ________

                                                  $25,112    $24,529    $23,638
                                                  ========   ========   ========

     The  accumulated balances  for net  unrealized changes  in debt  and equity
     securities  were  ($6),  $70,   and  $65,  and  for  currency   translation
     adjustments were ($81), ($29), and ($79) as of the respective dates  shown.
     Net unrealized changes  in investment securities are shown  net of deferred
     taxes of  ($3), $40, and  $36, respectively. A  deferred tax asset  has not
     been established for currency translation adjustments.

<PAGE>
                                         -4-


     Statements of Cash Flows
     (Amounts in millions)

                                                        39 weeks ended
                                              ________________________________
                                               Oct. 30,              Oct. 31,
                                                 1999                  1998
                                              _________             _________

     Operating activities

     Net income                               $     348             $     387
     Depreciation and amortization, including
         intangible assets                          513                   459
     Deferred taxes                                  36                    70
     Change in cash from:
         Customer receivables                       215                   558
         Other receivables                         (301)                 (274)
         Inventories, net of trade payables        (517)                 (469)
         Current taxes payable                      (51)                 (113)
         Other assets and liabilities, net           68                  (405)
                                               _________             _________
                                                    311                   213
                                               _________             _________

     Investing activities

     Capital expenditures                          (429)                 (508)
     Purchases of investment securities            (649)                 (511)
     Proceeds from the sale of bank
       receivables                                   22                    --
     Proceeds from sales of investment
       securities                                   681                   382
                                               _________             _________
                                                   (375)                 (637)
                                               _________             _________


     Financing activities

     Change in short-term debt                    1,243                 1,101
     Payments of long-term debt                    (455)                  (50)
     Common stock issued, net                        13                    68
     Dividends paid, preferred and common          (441)                 (430)
                                               _________             _________
                                                    360                   689
                                               _________             __________

     Net increase/(decrease) in cash and
       short-term investments                       296                   265

     Cash and short-term investments at
       beginning of year                             96                   287
                                               _________             __________

     Cash and short-term investments at
       end of second quarter                   $    392              $    552
                                               =========             =========


     Non-cash transactions:  On March  1, 1999, the  Company issued  9.6 million
     shares of common stock to complete the acquisition of Genovese Drug Stores,
     Inc. (Genovese). The total value of the transaction, including debt assumed
     and conversion  of options  for Genovese common  stock to  options for  the
     Company's common stock, was $414 million.

<PAGE>
                                         -5-

     Notes to Interim Financial Information

     1. Reserves and Other Charges

     During  1996  and 1997,  the  Company  recorded  other charges  principally
     related to drugstore integration activities, department store and drugstore
     closings and  FAS 121  impairments, and early  retirement and  reduction in
     force  programs (collectively  other charges,  net).  The following  tables
     provide  a roll  forward  of  reserves that  were  established for  certain
     categories of these charges. These reserves are  reviewed for adequacy on a
     periodic  basis and  are adjusted  as appropriate  based on  those reviews.
     Except  as indicated  below, no  adjustments were  deemed necessary  in the
     third quarter  of  1999.  The  following schedules,  and  the  accompanying
     discussion, provide the status of the reserves as of October 30, 1999.


     1996 Charges:
     ____________
                            1997           1998              3rd Qtr 1999 YTD
                                      __________________    ___________________
                             Y/E        Cash      Y/E         Cash       Ending
     ($ in millions)       Reserve    Outlays   Reserve     Outlays     Reserve
                           _______    __________________    ____________________


     Eckerd drugstores
     _________________
       Future lease
         obligations (1)     $  66    $  (7)    $  59       $   (2)       $  57
        Allowance for notes
         receivable (2)         25       --        25           --           25
       Other (1)                 4       --         4           --            4
                             __________________________    _____________________

     Total                   $  95    $  (7)    $  88       $   (2)       $  86
                             __________________________     ____________________


     Amounts are reflected on the consolidated balance sheets as follows:

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

     2) The allowance for notes  receivable, which was established in connection
     with the drugstore divestiture discussed  below, is included as a reduction
     of other assets.


     Future  lease  obligations  -  In   1996  the  Company  identified  certain
     __________________________
     drugstores  that would  be closed  in  connection with  its acquisition  of
     Eckerd  Corporation, and  established a  reserve for  the present  value of
     future lease obligations for the closed drugstores. Costs are being charged
     against the  reserve as incurred;  the interest component related  to lease
     payments  is recorded  as  rent  expense in  the  period  incurred with  no
     corresponding increase in  the reserve. Through the third  quarter of 1999,
     approximately $2  million in  lease payments had  been charged  against the
     reserve.

     Allowance for notes receivable - In connection with the Eckerd acquisition,
     ______________________________
     the  Federal  Trade Commission  required  that the  Company  divest certain
     drugstores in North Carolina and South Carolina. A portion  of the proceeds
     from  the sale of  these drugstores was  financed by the  Company through a
     note receivable for $33 million. A reserve for 75 percent of the face value
     of the note  receivable was established due to the significant constraints
     on the Company's ability to collect on the note.

     Other - The  remaining charges, the majority of which have been expensed as
     _____
     incurred, were related  to integration activities for  the Fay's drugstores
     acquired  by the  Company in  October 1996,  and other  activities  such as
     contract terminations.

<PAGE>
                                         -6-

     1997 Charges:
     ____________
                                        1998                  3rd Qtr 1999 YTD
                                      __________________    ___________________
                            1997        Cash                  Cash
                            Y/E       Outlays     Y/E       Outlays      Ending
     ($ in millions)       Reserve    & Other   Reserve     & Other     Reserve
                           _______    __________________    ____________________


     Department stores
      __________________
       and catalog
       ___________
       Future lease
         obligations (1)     $  55    $ (35)    $   20       $ (3)        $  17


     Eckerd drugstores
       Future obligations,
         primarily
         leases (1)              35      (8)        27         (2)           25
                              _____   _________________      ___________________

     Total                   $   90   $ (43)    $   47       $ (5)        $  42
                             _______  _________________      ___________________


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


     Department stores and catalog:

     Future  lease   obligations -    In  1997,   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. All  of these facilities had  closed by the  end of
     fiscal  1998. The  store closing  plan anticipated  that the  Company would
     remain liable for all  future lease obligations. The reserve as  of the end
     of the third quarter of 1999 represents future lease obligations, and costs
     are  being charged  against the reserve  as incurred. The  reserve has been
     reduced by $3 million through the third quarter of 1999.


     Eckerd drugstores:

     Future obligations, primarily leases - During 1997, the Company established
     ____________________________________
     reserves for the  present value of future lease payments  for an additional
     portfolio  of drugstores  that were  identified for  closure. In  addition,
     reserves  were established for  pending litigation and  other miscellaneous
     charges, each  individually insignificant.  Through  the end  of the  third
     quarter of 1999, the reserves had been reduced by $2 million. On a combined
     basis, the reserves totaled $25 million at the end of the third quarter.


     2. Earnings Per Share

     At October 30,  1999, approximately 0.8 million shares  of preferred stock,
     which were  convertible into  15.4 million common  shares, were  issued and
     outstanding. These potential common shares, and the related dividend,  were
     excluded  from the calculation of diluted  earnings per share (EPS) for the
     39 weeks  ended October 30, 1999 because their  inclusion would have had an
     anti-dilutive effect on  EPS. In addition, options to  purchase 5.0 million
     and  2.2 million common shares for the 13  weeks ended October 30, 1999 and
     October 31, 1998, respectively, and options to purchase 5.0 million and 1.5
     million common shares for  the 39 weeks ended October 30,  1999 and October
     31,  1998, respectively,  were  outstanding  and  were  excluded  from  the
     computation of diluted earnings per share because the option exercise price
     was greater than the average market price for the respective periods.

<PAGE>
                                         -7-


     ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS.

     Financial Condition
     ___________________

     Merchandise inventories on a  FIFO basis totaled $7,234 million  at the end
     of the third quarter compared with $7,269 million at the end of last year's
     third quarter. Current  year totals include  approximately $164 million  of
     inventory attributable  to Genovese  drugstores ($148  million) and  Renner
     department  stores ($16  million). Inventories  for  department stores  and
     catalog totaled $4,870 million at October 30, 1999 and were below last year
     levels by nearly five percent. Inventories for comparable department stores
     declined  approximately six percent  from the prior  year. Eckerd drugstore
     inventories totaled $2,363  million compared with $2,157 million last year.
     The current cost of inventories  exceeded the LIFO basis amount carried  on
     the balance sheet  by approximately $263  million at October  30, 1999  and
     $252 million at October 31, 1998.

     Total customer receivables  serviced were $3,628 million at the  end of the
     third quarter compared with $3,893 million at  the end of last year's third
     quarter.  The  decline is  related  to  a  number of  factors,  principally
     tightening the Company's credit-granting policies and reducing the scope of
     credit promotions, both  of which  have taken  place over the  past two  to
     three years, the  migration of credit sales from  the Company's proprietary
     credit card to third-party credit cards, and declines in sales volumes.

     Properties,  net of  accumulated depreciation,  totaled  $5,434 million  at
     October  30, 1999 compared  with $5,332 million  at the end  of last year's
     third quarter.

     On March 1,  1999, the Company completed  the acquisition of Genovese.  The
     acquisition  was  accomplished  through an  exchange  of  approximately 9.6
     million  shares of  Company  common  stock for  the  outstanding shares  of
     Genovese. The total  value of the transaction, including  the assumption of
     approximately  $60  million  of  debt  and  the  conversion  of outstanding
     Genovese options to options for Company common stock, was $414 million. The
     acquisition is being accounted for  under the purchase method. The purchase
     price is being  allocated to assets  acquired, including intangible  assets
     (principally   prescription  files   and   favorable  lease   rights),  and
     liabilities assumed  based  on  their  estimated  fair  value.  The  excess
     purchase  price over  the fair  value  of assets  acquired and  liabilities
     assumed, representing goodwill, is being amortized over 40 years.

     Goodwill and other intangible assets, net, totaled $3,173 million  compared
     with $2,867 million at the end  of last year's third quarter. Current  year
     balances  include approximately  $316  million  in  intangible  assets  and
     goodwill associated with the Genovese acquisition.

     At October  30,  1999, the  consolidated  balance sheet  included  reserves
     totaling $103 million which are included as a component of accounts payable
     and accrued expenses and $25 million  which is reflected as a reduction  of
     other  assets.  These  reserves  were established  in  connection  with the
     Company's 1996 and 1997 other charges, net,  and relate primarily to future
     lease  obligations  on  stores  and  other  support  facilities  closed  in
     connection with those charges, and a

<PAGE>
                                         -8-

     note  receivable  related   to  the  divestiture  of   certain  drugstores,
     respectively.  In 1999,  these reserves  have  been reduced  by $7  million
     through the  end of  the third  quarter. See  Note 1  to Interim  Financial
     Information.




     Results of Operations
     _____________________

     Consolidated operating results
     ($ in millions)
                                       13 weeks ended        39 weeks ended
                                    ____________________   ____________________
                                     Oct. 30,   Oct. 31,    Oct. 30,   Oct. 31,
                                       1999       1998        1999       1998
                                    _________   ________    _________  ________

     Operating profit
       Department stores
         and catalog                $  250       $  329    $   556     $   718
       Eckerd drugstores                23           64        109         150
       Direct marketing                 63           58        177         171
       Real estate and other             7           10         27          12
                                    _______       ______   ________    _______
       Total operating profit          343          461        869       1,051

     Net interest and
       credit operations              (106)        (142)      (243)       (350)
     Acquisition amortization          (18)         (15)       (80)        (68)
                                   ________     ________  ________     _______
     Income before income taxes        219          304        546         633
     Income taxes                      (77)        (118)      (198)       (246)
                                    ________     ________  ________    ________
     Net income                     $  142       $  186    $   348     $   387
                                    ========     ========  ========    ========


     Operating  profit (before  net  interest  expense  and  credit  operations,
     acquisition amortization, and  income taxes) totaled $343  million compared
     with  $461 million  in  last  year's third  quarter.  Department store  and
     catalog results  declined primarily  as a  result of  the effects  of lower
     department store sales volumes. Eckerd drugstores operating profit declined
     as a result  of both lower  gross margins and  higher selling, general  and
     administrative  (SG&A) expenses. Operating profits for  J. C. Penney Direct
     Marketing  Services, Inc. (Direct Marketing) increased in the third quarter
     compared with last year's period.

     Total Company results reflect continued improvement in net interest expense
     and credit operations, primarily due to lower bad debt expense. Net  income
     totaled $142 million, or 51 cents per share, as compared with $186 million,
     or 68  cents per share  in last  year's third  quarter. On a  year to  date
     basis, net income was $348 million, or  $1.24 per share, compared with $387
     million, or $1.42 per share, last year.

<PAGE>
                                         -9-

     Segment Operating Results
     -------------------------
     Department Stores and Catalog
     -----------------------------
                                       13 weeks ended        39 weeks ended
                                    ____________________   ____________________
                                     Oct. 30,   Oct. 31,    Oct. 30,   Oct. 31,
                                       1999       1998        1999       1998
                                    _________   ________    _________  ________
     ($ in millions)
     Retail sales, net              $ 4,685      $ 4,807   $12,990     $13,109
     Cost of goods sold              (3,209)      (3,299)   (8,963)     (9,055)
     SG&A expenses                   (1,226)      (1,179)   (3,471)     (3,336)
                                     ________     ________  ________    ________

     Operating profit (1)           $   250      $   329   $   556     $   718

     Sales percent increase
       Total department stores         (3.2)        (5.0)     (1.5)       (2.1)
       Comparable stores               (3.0)        (4.0)     (0.9)       (1.7)
       Catalog                          0.0          8.0       1.5         4.4
     Ratios as a percent of sales:
     FIFO gross margin                 31.5         31.4      31.0        30.9
     SG&A expenses                     26.2         24.5      26.7        25.4

     FIFO operating profit              5.3          6.9       4.3         5.5
     FIFO EBITDA (2)                    8.6          9.0       8.3         8.5

     1) Operating profit  represents pre-tax income before  net interest expense
     and credit operations and amortization of intangible assets.

     2) Earnings before  interest, income taxes, depreciation  and amortization.
     EBITDA includes finance revenue, net of credit operating costs and bad debt
     expense.  EBITDA  is provided  as  an alternative  assessment  of operating
     performance and is  not intended to be a substitute  for GAAP measurements;
     calculations may be different for other companies.


     Operating profit for department stores and catalog was $250 million in this
     year's third quarter compared  with $329 million last year. The decline was
     primarily  related to  the effects  of  lower sales  volumes in  department
     stores,  where sales for  comparable stores,  those open  at least  a year,
     declined by 3.0 percent. Sales in private brand merchandise were strong for
     the period, especially Arizona Jean Co., St. John's Bay, and Delicates, all
     of  which  posted double-digit  sales  gains  for  the quarter.  Sales  for
     supplier exclusive  brands  including  Crazy Horse  by  Liz  Claiborne  and
     Joneswear by Jones New York, also  continue to perform very well. Sales  of
     national brand jeanswear, athletic apparel and athletic  footwear were soft
     during the  quarter. Catalog  sales were flat  compared with  third quarter
     last year. Internet sales, while  still a small percentage of  total sales,
     continue to increase at an accelerating rate. Gross margin as a  percent of
     sales improved by  10 basis points  in the third  quarter compared to  last
     year. The increase  was principally related to the shift in sales to higher
     margin  private and  supplier  exclusive  brands and  a  reduced number  of
     promotions.  SG&A expenses increased as  a percent of  sales due to planned
     customer service initiatives  and a decline in sales  volume. SG&A expenses
     for  the quarter  reflect  $12  million in  additional  investment for  the
     expansion of the Company's internet infrastructure.

     Operating profit  for the 39 weeks ended October  30, 1999 was $556 million
     compared  with $718  million last year.  Department store sales  for the 39
     weeks  declined 0.9 percent on a comparable  store basis, and catalog sales
     increased by 1.5 percent compared with last year. Gross margin as a percent
     of sales was 31.0 percent, up 10 basis points compared with last year. SG&A
     expenses  for the  first nine  months increased approximately  four percent
     compared with  last year, principally  related to salaries  associated with
     customer  service initiatives, new advertising campaign costs, and spending
     on the development

<PAGE>
                                         -10-

     of  the Company's  internet infrastructure.  As  a percent  of sales,  SG&A
     expenses increased 130 basis points as a result of lower sales volumes.



     Eckerd Drugstores (1)
     _____________________
                                       13 weeks ended        39 weeks ended
                                    ____________________   ____________________
                                     Oct. 30,   Oct. 31,    Oct. 30,   Oct. 31,
                                       1999       1998        1999       1998
                                    _________   ________    _________  ________
     ($ in millions)
     Retail sales, net              $ 3,011      $ 2,490   $ 9,034     $ 7,504
     Cost of goods sold              (2,430)      (1,983)   (7,282)     (6,010)
     SG&A expenses                     (558)        (443)   (1,643)     (1,344)
                                    ________     ________  ________    ________

     Operating profit (2)           $    23      $    64   $   109     $   150

     Sales percent increase
       Total                           20.9          9.2      20.4         8.8
       Comparable stores                9.6         10.0      10.8         8.9
     Ratios as a percent of sales:
     FIFO gross margin                 19.7         20.8      19.8        20.3
     SG&A expenses                     18.5         17.8      18.2        17.9
     FIFO operating profit              1.2          3.0       1.6         2.4
     FIFO EBITDA (2)                    2.8          4.4       3.1         3.7


     LIFO gross margin                 19.3         20.4      19.4        19.9
     LIFO operating profit              0.8          2.6       1.2         2.0
     LIFO EBITDA (3)                    2.4          4.0       2.7         3.3

     1)  Results  reflect  the  inclusion  of  Genovese  drugstores  as  of  the
     acquisition date  in March 1999.  Pro forma results, assuming  the Genovese
     acquisition occurred  at the  beginning of the  periods reported  would not
     differ materially from reported results.

     2)  Operating  profit   represents  pre-tax  income  before   interest  and
     amortization of intangible assets.

     3) Earnings before  interest, income taxes, depreciation  and amortization.
     EBITDA is  provided as an  alternative assessment of  operating performance
     and is not  intended to be a substitute for GAAP measurements; calculations
     may be different for other companies.


     Operating profit for Eckerd drugstores was $23 million in the third quarter
     compared  with  $64  million  in   last  year's  period.  The  decline  was
     attributable  to  both  lower  gross  margins  and  higher  SG&A  expenses.
     Operating profit reflects a LIFO charge of $12 million in this year's third
     quarter  compared with $10 million last  year. Eckerd experienced continued
     strong sales growth  in the third  quarter, increasing by  9.6 percent  for
     comparable  stores  (including  the  pro  forma  results  of  the  Genovese
     drugstores acquired  on  March 1,  1999) which  is in  addition  to a  10.0
     percent increase in the third quarter  of 1998. Comparable store sales were
     led by a 15.1  percent increase in pharmacy sales, which  were particularly
     strong  in the  managed  care  segment. Managed  care  sales accounted  for
     approximately 87 percent of pharmacy sales in the third quarter, up from 84
     percent  last  year. Non-pharmacy  sales  increased  by  1.3 percent  on  a
     comparable store basis.


     FIFO gross margin totaled  $581 million in the third quarter  compared with
     $507 million  in last year's  period. FIFO gross margin  declined 110 basis
     points as a percent  of sales as a  result of a higher percentage  of lower
     margin branded  drugs and  lower generic dispensing  rates, coupled  with a
     higher percentage of managed  care and overall pharmacy sales versus a year
     ago. In  addition, as previously  announced, the Eckerd shrinkage  rate for
     the third quarter was adjusted  to reflect higher shrinkage levels, further
     reducing  gross margin.  SG&A expenses increased  by 70  basis points  as a
     percent of sales in the third

<PAGE>
                                         -11-

     quarter. The increase was primarily related to normal integration costs for
     the Genovese  drugstore acquisition and  expenses associated with  a higher
     level of new and relocated store activity.

     Operating  profit for Eckerd  drugstores was $109 million  for the 39 weeks
     ended October 30, 1999, down from $150 million last year.  Operating profit
     reflects  a $36  million  LIFO charge  in  the first  nine  months of  1999
     compared with a $27 million charge in last year's period. Sales were strong
     for the  first nine months, increasing  10.8 percent on a  comparable store
     basis. Same store  sales were led by pharmacy sales which increased by 15.8
     percent; non-pharmacy  merchandise sales increased  by 3.1 percent  for the
     nine months. FIFO  gross margin for  the nine months  declined by 50  basis
     points. Excluding the effects of  the 1999 and 1998 second  quarter charges
     related  to inventory adjustments,  systems upgrades and  other items, FIFO
     gross margin declined by 100 basis points.  The decline in gross margin was
     principally  related to  growth in  managed  care and  mail order  pharmacy
     sales,  which carry  lower margins,  and  to higher  shrinkage rates.  SG&A
     expenses  increased by 30 basis points in total and remained unchanged from
     the prior year excluding the effects of second quarter charges.




     Direct Marketing
                                       13 weeks ended        39 weeks ended
                                    ____________________   ____________________
                                     Oct. 30,   Oct. 31,    Oct. 30,   Oct. 31,
                                       1999       1998        1999       1998
                                    _________   ________    _________  ________
     ($ in millions)
     Revenue                        $   282      $   252   $   832     $   749
     Costs and expenses (1)            (219)        (194)     (655)       (578)
                                    _________    ________  ________    ________

     Operating profit (2)           $    63      $    58   $   177     $   171

     Revenue, percent increase         11.9          8.2      11.1         9.2
     Operating profit as a percent
        of revenue                     22.3         23.0      21.3        22.8

     1) Includes amortization  of deferred acquisition costs of  $59 million and
     $47 million for the third quarter and $168 million and $139 million for the
     first nine months of 1999 and 1998, respectively.

     2)  Operating profit  represents  pre-tax  income  before  amortization  of
     intangible assets.


     Revenue totaled $282  million in the third quarter and $832 million for the
     first nine months of 1999, an increase of approximately 11 percent for both
     periods compared  with last  year. The  increase was  led by  a 12  percent
     increase in  health insurance premiums  which account for  approximately 62
     percent  of  total  revenues. Revenue  generated  from  membership services
     products, which account  for approximately eight percent of total revenues,
     increased by 41  percent and 49 percent compared  with last  year's  third
     quarter  and nine months, respectively.   Operating  profit  totaled   $63
     million for  the  quarter, up  8.6  percent. Operating  profit  is  up  $6
     million,  or 3.5 percent for  the year.  Current year operating profit has
     been impacted by planned expenditures  for  new  product  development  and
     international  expansion  activities  in the United Kingdom and Pacific
     Rim.

<PAGE>
                                         -12-


     Real Estate and Other
     _____________________

     Third quarter  of 1999 includes  losses associated with the  Company's exit
     from  Chile  ($19  million)  a  gain  on  the sale  of  an  underperforming
     department store ($12 million) and realized gains on the sale of investment
     securities  ($9 million), all of which were over and above normal activity.
     Operating losses incurred in Chile up through the date of store closings is
     reflected in the operating results of department stores and catalog.



     Net Interest Expense and Credit Operations
     __________________________________________
                                       13 weeks ended        39 weeks ended
                                    ____________________   ____________________
                                     Oct. 30,   Oct. 31,    Oct. 30,   Oct. 31,
                                       1999       1998        1999       1998
                                    _________   ________    _________  ________
     ($ in millions)
     Revenue                        $   172      $   165   $   536     $   516
     Bad debt expense                   (31)         (69)      (66)       (167)
     Operating expenses                 (81)         (82)     (243)       (247)
     Interest expense, net             (166)        (156)     (470)       (452)
                                    ________     ________  ________    ________
     Total                          $  (106)     $  (142)  $  (243)    $  (350)


     Net  interest expense  and credit  operations totaled  $106 million  in the
     third  quarter compared  with $142  million in  the comparable  period last
     year. The decline from last year was principally  related to improvement in
     bad  debt levels.  Bad debt expense  in the  third quarter was  $38 million
     below  last year's  level principally  as a  result of  significantly lower
     delinquency rates, due in part to the Company's previous efforts to tighten
     credit  underwriting  standards  to  improve  portfolio   performance.  Net
     interest expense and  credit operations totaled $243  million on a year  to
     date  basis compared  with  $350  million last  year.  The improvement  was
     principally related to  increased late fee revenue  and significantly lower
     bad debt expense. As of the end of the quarter, the 90-day delinquency rate
     was 2.6 percent of  customer receivables, down from 3.7 percent  at the end
     of the  third quarter of  1998. At  October 30, 1999,  customer receivables
     serviced  totaled  $3,628 million,  a  decrease  of  $265 million,  or  6.8
     percent, compared with a year ago.


     Income Taxes
     ____________

     The  Company's effective  income  tax rate  was 35.3  percent in  the third
     quarter compared with 38.8 percent last year. Several initiatives to reduce
     income  taxes, coupled  with lower  income,  have resulted  in a  favorable
     effective tax rate, on an annual basis, of approximately 37 percent.


     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.

<PAGE>
                                         -13-

     In October 1996,  a company-wide 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
     industry-wide  approaches to  the  Year  2000 issue,  to  gain insights  to
     problems,  and to provide  additional perspectives on  solutions. Year 2000
     readiness work was  more than 99 percent  complete as of October  30, 1999.
     Since January 1999, the Company has been  retesting all systems critical to
     the Company's core business.  The Company has also focused on the Year 2000
     readiness of its suppliers and service providers, both independently and in
     conjunction with the National Retail Federation.

     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  30,  1999,  the Company  had  incurred  approximately  $45
     million  to achieve  Year  2000  compliance,  including  approximately  $10
     million related to capital projects.  The Company's remaining cost for Year
     2000 remediation is currently estimated to be $4 million.  Total costs have
     not  had, and are not expected to  have, a material impact on the Company's
     financial results.


     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 has been  amended to be effective  for quarters
     beginning  after June  15,  2000. The  Company has  a  limited exposure  to
     derivative products and does not expect these new rules to have  a material
     impact on reported results.


     Subsequent Events
     _________________

     On December 6, 1999, the Company completed the previously announced sale of
     its   proprietary  credit  card   business  to  General   Electric  Capital
     Corporation. As a result of  the transaction, the Company will  reduce debt
     by approximately $4 billion.

     Also on  December 6, 1999,  the Company announced  that it was  cutting the
     quarterly  dividend on  its  common  stock to  $0.2875.  The dividend  rate
     considered the overall performance of the various businesses of the Company
     and the need  to reinvest earnings in these businesses. The move also takes
     into account, on  a preliminary  basis, the anticipated  capital  structure
     implications of creating the previously announced tracking stock covering
     Eckerd drugstores.

<PAGE>
                                         -14-

     Seasonality
     ___________

     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 30, 1999 are not necessarily  indicative of the
     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.




     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, and 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.

<PAGE>
                                         -15-


     PART II - OTHER INFORMATION


     ITEM 1 - LEGAL PROCEEDINGS.

          The Company has no material legal proceedings pending against it.


     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.

          (a)  Exhibits
               ________

               The following documents are filed as exhibits to this report:

               4 (a)     Amended and Restated 364-Day Revolving Credit Agreement
                         dated  as  of  October  1,  1999,  among J.  C.  Penney
                         Company, Inc. and J. C. Penney Funding Corporation, the
                         Lenders  party thereto,  The  Chase Manhattan  Bank, as
                         Administrative  Agent, Salomon  Smith  Barney Inc.,  as
                         Syndication Agent, and Bank of America, N.A. and Credit
                         Suisse   First  Boston,   as  Co-Documentation   Agents
                         (incorporated  by reference to  Exhibit 4 (a)  to J. C.
                         Funding Corporation's Quarterly Report on Form 10-Q for
                         the 39  weeks ended October  30, 1999, SEC File  No. 1-
                         4971-1).

               10(a)     J. C.  Penney Company,  Inc. Mirror  Savings Plan  III,
                         effective August 1, 1999.

               10(b)     Employment Agreement dated as of August 1, 1999.

               11        Computation of net income per common share.

               12(a)     Computation of ratios  of available income to  combined
                         fixed charges and preferred stock dividend requirement.

               12(b)     Computation  of ratios  of  available  income to  fixed
                         charges.

               27(a)     Financial Data  Schedule  for  the  nine  months  ended
                         October 30, 1999.

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

          (b)  Reports on Form 8-K
               ___________________

               JCP Receivables, Inc.  filed the  following report on  Form 8-K
               during the period covered by this report:

               Current Report of Form 8-K dated  October 18,1999 (Item 5 - Other
               Events, Item 7 - Financial Statements and Exhibits).

<PAGE>
                                         -16-













                                      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:  December 14, 1999