FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * RAISH STEPHEN F   2. Issuer Name and Ticker or Trading Symbol J C PENNEY CO INC [JCP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Chief Information Officer (Last) (First) (Middle) 6501 LEGACY DR 3. Date of Earliest Transaction (Month/Day/Year) 02/22/2006 (Street) PLANO, TX 75024 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock of 50 cent Par Value 02/22/2006   M   200 (4) A $ 57.6614 2,511 D   Common Stock of 50 cent Par Value               10,510.8534 I By Trustee of 401(k) (1)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

PSUs with DERS (DRIP)

(2)

(2)

(2)

Common Stock

53.9645

53.9645

D

Mirror Savings Plan

(3)

(3)

(3)

Common Stock

2,469.7521

2,469.7521

D

Options/Right to Buy/Grant

$ 47.6875

02/22/2006

S

1,600 (4)

02/26/1997

02/26/2006

Common Stock

1,600 (4)

$ 57.6614

214,050

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RAISH STEPHEN F 6501 LEGACY DR PLANO, TX 75024			EVP, Chief Information Officer

Signatures

Ralph H. Richardson***		02/24/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Equivalent shares based on units of JCPenney stock held by trustee of 401(k) plans, and assigned to my account, as of January 31, 2006, pusuant to plans. Differences in totals reported since last Form 4 or Form 5 represent units acquired by trustee since then in the ordinary course of the plan's administration and reflects adjustments made to all equivalent shares in the plan, divided among accounts of all participants in the plan, all exempt under Rule 16b-3.
(2)	Dividends accrued under Company's Deferred Compensation Plan, exempt under Rule 16a-11.
(3)	Equivalent shares based on units credited under the Company's Mirror Savings Plan I, II, and III.
(4)	Proceeds of this exercise were used to pay transaction expenses and tax obligations with remaining 200 shares being retained.
Remarks: ***Under continuing POA as filed with the S.E.C.

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