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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    FORM 8-K

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                       THE SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported): September 13, 2006


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


   Delaware                           1-15274                     26-0037077
(State or other jurisdiction     (Commission File No.)        (I.R.S. Employer
    of incorporation )                                       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


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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))





Item 1.01        Entry into a Material Definitive Agreement

On September 13, 2006, J. C. Penney  Company,  Inc.  ("Company")  entered into a
letter agreement (the "Agreement") with Thomas M. Nealon,  pursuant to which Mr.
Nealon  will be  joining  the  Company as  Executive  Vice  President  and Chief
Information Officer, effective October 2, 2006.

Pursuant to the Agreement,  Mr. Nealon will receive a base salary of $500,000 to
be reviewed annually beginning in 2007. He will also be eligible for annual cash
incentive  compensation  under the J. C.  Penney  Corporation,  Inc.  Management
Incentive Compensation Program ("Incentive Program"),  with a target award equal
to 50 percent of base  salary and a maximum  award  equal to 100 percent of base
salary,  all such payouts based upon actual Company and individual  performance.
The Incentive Program is subject to annual review by the Board of Directors. For
2006,  Mr.  Nealon will  receive a minimum  cash  incentive  award of  $300,000.
Additionally,  in connection  with  relinquishment  of benefits  provided by Mr.
Nealon's  previous  employer,  the Company will issue to Mr.  Nealon  restricted
stock units having a value on the date of grant of  $2,000,000.  The  restricted
stock unit awards will vest 50 percent on the six-month  anniversary of the date
of grant,  25  percent on the second  anniversary  of the date of grant,  and 25
percent on the third  anniversary  of the date of grant,  subject to Mr.  Nealon
being actively employed on each vesting date with no break in service. Beginning
in 2007, Mr. Nealon will be eligible to receive long-term incentive awards under
the Company's  2005 Equity  Compensation  Plan having a target value at grant of
$600,000.  As currently  administered,  participants receive 50 percent of their
annual equity award in the form of performance-based  restricted stock units and
50 percent in the form of stock options.

Mr. Nealon will also be a Tier 1 participant under the J. C. Penney Corporation,
Inc.  Change in Control  Plan and will be entitled  to enter into an  individual
Executive  Termination  Pay  Agreement in the form offered to all members of the
Company's Executive Board.

A copy of the  Agreement is filed  herewith as Exhibit 10.1 and is  incorporated
herein by reference.






Item 9.01(c)      Financial Statements and Exhibits

Exhibit 10.1      Letter Agreement  between J. C. Penney Company,  Inc. and
                  Thomas M. Nealon







                                   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 hereunto duly authorized.

                                           J. C. PENNEY COMPANY, INC.



                                            By: /s/ Michael T. Theilmann
                                                --------------------------
                                                Michael T. Theilmann
                                                Executive Vice President and
                                                Chief Human Resources and
                                                Administration Officer


Date:  September 19, 2006











                                  EXHIBIT INDEX
                                  -------------


Exhibit Number           Description
--------------           ------------

     10.1                Letter Agreement between J. C. Penney Company, Inc. and
                         Thomas M. Nealon





                                                                    Exhibit 10.1


                                                                    CONFIDENTIAL
                                                                    ------------

Thomas M. Nealon
----------------

Position:                  Executive Vice President, Chief Information Officer

Starting Date:             October, 2006

Base Salary:               $500,000 reviewed annually beginning in 2007

Annual Cash Incentive Compensation

You will be entitled to participate in JCPenney's annual incentive  compensation
program.  Your annual cash bonus will have a target  equal to 50% of base salary
and a maximum equal to 100% of base salary.  For fiscal 2006, you will receive a
minimum cash bonus of $300,000.  Our program is currently structured so that 50%
of the award is tied to  overall  JCPenney  company  performance  and 50% of the
award is based on individual  performance  measured  against  previously  agreed
objectives.  The cash incentive compensation program is subject to annual review
by the Board.

Fiscal 2007 Equity Grant

Beginning February 1, 2007, you will participate in the 2005 Equity Compensation
Plan. Your award for the 2007 fiscal year will be targeted at $600,000 in value.
As currently administered by the Board,  participants in the plan receive 50% of
the award in the form of  performance-based  restricted  stock  units and 50% in
stock options.

Initial Equity Award

In respect of forfeited  benefits at your current employer,  you will receive an
award  of  restricted  stock  units  having  a value  on the  date of  grant  of
$2,000,000.  The  restricted  stock  units  will  vest  50%  on  the  six  month
anniversary of the date of grant, 25% on the two year anniversary of the date of
grant,  and 25% on the  three  year  anniversary  of the date of  grant  with no
further  restrictions  provided you are  actively  employed on each such vesting
date with no break in service.

Severance and Change in Control

You will be a Tier 1 participant under the JCPenney Corporation,  Inc. Change in
Control Plan.  You will also be entitled to enter into an  individual  Executive
Termination  Pay  Agreement in the form offered to all members of the  Company's
Executive Board.



COBRA Offset

You will be reimbursed  for the  difference  between your COBRA premiums and the
cost  of J.C.  Penney  medical  and  dental  insurance  premiums  at the  active
associate  rate  during the first  four  months of  employment  until you become
benefits eligible.

Other Benefits

You will be entitled  to at least four weeks of  vacation  each year during your
employment and you will be eligible for all other plans and programs  offered to
JCPenney associates, according to the terms of each plan or program.



                                            /s/ Myron E. Ullman, III
                                            ----------------------------
                                            Myron E. Ullman, III


                                            /s/ Thomas M. Nealon
                                            ----------------------------
                                            Thomas M. Nealon

September 13, 2006