UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

J.C. Penney Company, Inc.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

With a Copy to:

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 9 Pages

 

 

(1) Calculated based on 236,596,234 shares of the Common Stock, 50 cents par value, of J.C. Penney Company, Inc., outstanding as of December 3, 2010, as reported in J.C. Penney Company, Inc.’s quarterly report on Form 10-Q for the quarterly period ended October 30, 2010.

(2) Calculated based on 236,596,234 shares of the Common Stock, 50 cents par value, of J.C. Penney Company, Inc., outstanding as of December 3, 2010, as reported in J.C. Penney Company, Inc.’s quarterly report on Form 10-Q for the quarterly period ended October 30, 2010.

(3) Calculated based on 236,596,234 shares of the Common Stock, 50 cents par value, of J.C. Penney Company, Inc., outstanding as of December 3, 2010, as reported in J.C. Penney Company, Inc.’s quarterly report on Form 10-Q for the quarterly period ended October 30, 2010.

(4) Calculated based on 236,596,234 shares of the Common Stock, 50 cents par value, of J.C. Penney Company, Inc., outstanding as of December 3, 2010, as reported in J.C. Penney Company, Inc.'s quarterly report on Form 10-Q for the quarterly period ended October 30, 2010.

     ITEM 1. SECURITY AND ISSUER

     This amendment No. 2 to Schedule 13D (this “13D Amendment No. 2”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D,) filed on October 8, 2010, as amended and supplemented by amendment No. 1 (the “13D Amendment No. 1”), filed on January 25, 2011 (the Original Schedule 13D as amended and supplemented by the 13D Amendment No. 1 and this 13D Amendment No. 2, the “Schedule 13D”), by Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”); PS Management GP, LLC, a Delaware limited liability company (“PS Management”); Pershing Square GP, LLC, a Delaware limited liability company (“Pershing Square GP”); and William A. Ackman, a citizen of the United States of America (together with Pershing Square, PS Management and Pershing Square GP , the “Reporting Persons”), relating to the common stock, par value $0.50 per share (the “Common Stock”), of J.C. Penney Company, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at: 6501 Legacy Drive, Plano, Texas 75024-3698.

     Capitalized terms not defined in this 13D Amendment No. 2 shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

     As of February 9, 2011, as reflected in this Amendment No. 2 the Reporting Persons beneficially owned an aggregate of 39,075,771 shares of Common Stock (which include 4,156,700 shares of Common Stock underlying listed American-style call options), representing approximately 16.5% of the outstanding shares of Common Stock of the Issuer. The Reporting Persons also have additional economic exposure to approximately 602,600 notional shares of Common Stock under certain cash-settled total return swaps (“Swaps”), bringing their total aggregate economic exposure to 39,678,371 shares of Common Stock, representing approximately 16.8% of the outstanding shares of Common Stock of the Issuer.

     ITEM 4. PURPOSE OF TRANSACTION

     Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

     On February 9, 2011, William A. Ackman, Chief Executive Officer of Pershing Square and managing member of each of PS Management and Pershing Square GP, and Steven Roth, chairman of the board of Vornado Realty Trust, were elected to the board of directors (the “Board”) of the Issuer. In connection therewith, on February 8, 2011, William A. Ackman entered into a letter agreement (the “February 8 Letter Agreement”) with the Issuer which is described in Item 6 hereof. The February 8 Letter Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

ITEM 6.		CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

     Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

     On February 8, 2011, the Issuer and Pershing Square entered into the February 8 Letter Agreement in connection with the appointment of William A. Ackman to the Board. The February 8 Letter Agreement provides that it is intended solely for the benefit of the Issuer and contains a series of undertakings by William A. Ackman, Pershing Square, and the investment funds that Pershing Square advises. Such

undertakings relate to, among other things, certain confidentiality and regulatory issues and includes an agreement not to engage in the purchase or sale of the Issuer’s securities during the Issuer’s blackout periods under the restriction calendar currently in effect, together with changes to such calendar or unscheduled blackout periods (in either case imposed on a reasonable and good faith basis). This summary of the February 8 Letter Agreement is qualified in its entirety by reference to the February 8 Letter Agreement, a copy of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

     ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

     Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibit(s):

Exhibit 99.3		Letter Agreement

SIGNATURES

     After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

     Date: February 10, 2011

		PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
		By:		PS Management GP, LLC,
				its General Partner
		By:		/s/ William A. Ackman
				William A. Ackman
				Managing Member
		PS MANAGEMENT GP, LLC
		By:		/s/ William A. Ackman
				William A. Ackman
				Managing Member
		PERSHING SQUARE GP, LLC
		By:		/s/ William A. Ackman
				William A. Ackman
				Managing Member
		/s/ William A. Ackman
		WILLIAM A. ACKMAN

EXHIBIT INDEX

Exhibit		Description
99.1		Joint Filing Agreement*
99.2		Trading Data*
99.3		Letter Agreement