Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Evanson Brynn
 2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2013		 3. Issuer Name and Ticker or Trading Symbol
J C PENNEY CO INC [JCP]
(Last)
(First)
(Middle)
6501 LEGACY DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, HR
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PLANO, TX 75024		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock of 50 cents Par Value 9,285.586
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option/Right to Buy 03/16/2011(1) 03/15/2020 Common Stock 2,765 $ 30.72 D  
Employee stock option/Right to Buy 03/15/2012(2) 03/14/2021 Common Stock 5,702 $ 36.58 D  
Employee stock option/Right to Buy 03/13/2013(3) 03/12/2022 Common Stock 10,702 $ 37.63 D  
Employee stock option/Right to Buy 04/03/2014(4) 04/02/2023 Common Stock 19,802 $ 14.43 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Evanson Brynn
6501 LEGACY DRIVE
PLANO, TX 75024		       EVP, HR  

Signatures

*** /s/ Brandy L. Treadway, attorney in fact 05/02/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents grant of employee stock options under the Company's 2009 Long-Term Incentive Plan, which vest one-third on March 16, 2011, one-third on March 16, 2012 and one-third on March 16, 2013.
(2) Represents grant of employee stock options under the Company's 2009 Long-Term Incentive Plan, which vest one-third on March 15, 2012, one-third on March 15, 2013, and one-third on March 15, 2014.
(3) Represents grant of employee stock options under the Company's 2009 Long-Term Incentive Plan, which vest one-third on March 13, 2013, one-third on March 13, 2014, and one-third on March 13, 2015.
(4) Represents grant of employee stock options under the Company's 2012 Long-Term Incentive Plan, which vest one-third on April 3, 2014, one-third on April 3, 2015 and one-third on April 3, 2016.
 
Remarks:
***Under POA as filed herewith.
Exhibit List:
Exhibit No. 24 - Power of Attorney (POA)

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