Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *
ULLMAN MYRON E III
 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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)

C/O J. C. PENNEY COMPANY, INC., 6501 LEGACY DRIVE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
02/01/2014
(Street)


PLANO, TX 75024		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option/Right to Buy $ 60.5     3     03/22/2007 03/21/2016 Common Stock
187,735
  187,735 (1)
D
 
Employee stock option/Right to Buy $ 78.5     3     03/14/2008 01/27/2017 Common Stock
201,511
  389,246 (1)
D
 
Employee stock option/Right to Buy $ 39.78     3     03/12/2009 01/27/2017 Common Stock
287,770
  677,016 (1)
D
 
Employee stock option/Right to Buy $ 30.72     3     03/16/2011 01/27/2017 Common Stock
110,135
  787,151 (1)
D
 
Employee stock option/Right to Buy $ 36.58     3     01/27/2012 01/27/2017 Common Stock
40,722
  827,873 (1)
D
 
Employee stock option/Right to Buy $ 36.58     3     01/27/2012 01/27/2017 Common Stock
50,903
  878,776 (1)
D
 
Phantom Stock Units       3       (2)   (2) Common Stock
6,187.3157
  6,187.3157 (2)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ULLMAN MYRON E III
C/O J. C. PENNEY COMPANY, INC.
6501 LEGACY DRIVE
PLANO, TX 75024		   X     Chief Executive Officer  

Signatures

*** /s/ Brandy L. Treadway, attorney in fact 03/07/2014
**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) Reflects outstanding options to buy JCPenney common stock granted to Mr. Ullman during his prior service with the Company. Due to administrative error, his options were inadvertently omitted from his Form 3 filed in connection with his return to the Company.
(2) Represents equivalent shares based on units of participation in the JCPenney stock fund credited to Mr. Ullman's account under the Company's Mirror Savings Plan that relate to his prior service with the Company. Each phantom stock unit entitles the reporting person to receive, on the applicable payment date, the cash value of one share of JCPenney common stock. Due to administrative error, the phantom stock units were inadvertently omitted from his Form 3 filed in connection with his return to the Company.
 
Remarks:
*** Under continuing POA as filed with the S.E.C.

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