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 * Miller Dennis P   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) SVP, Controller (Last) (First) (Middle) C/O J. C. PENNEY COMPANY, INC., 6501 LEGACY DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2012 (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 cents Par Value 02/28/2012   M   10,632 A $ 16.09 21,887.0033 (1) D   Common Stock of 50 cents Par Value 02/28/2012   M   10,000 A $ 30.88 31,887.0033 D   Common Stock of 50 cents Par Value 02/28/2012   S   10,632 D $ 41.444 (2) 21,255.0033 D   Common Stock of 50 cents Par Value 02/28/2012   S   10,000 D $ 41.384 (2) 11,255.0033 D   Common Stock of 50 cents Par Value               14,349.6045 (3) I By Trustee of 401(k)

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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

Employee stock option/Right to Buy

$ 16.09

02/28/2012

M

10,632

(4)

03/15/2019

Common Stock

10,632

$ 0

5,317

D

Employee stock option/Right to Buy

$ 30.88

02/28/2012

M

10,000

07/24/2011

07/23/2018

Common Stock

10,000

$ 0

0

D

Employee stock option/Right to Buy

$ 41.34

02/28/2012

A

10,707 (5)

(5)

02/27/2022

Common Stock

10,707

$ 0

10,707 (6)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Miller Dennis P C/O J. C. PENNEY COMPANY, INC. 6501 LEGACY DRIVE PLANO, TX 75024			SVP, Controller

Signatures

*** /s/ Salil R. Virkar, attorney in fact		03/01/2012
**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)	Includes 144.001 restricted stock units acquired since March 16, 2011 pursuant to dividend equivalents on restricted stock unit awards. Dividend equivalents on restricted stock unit awards accrue on a quarterly basis, exempt under Rule 16a-11.
(2)	These shares were disposed of in multiple transactions on February 28, 2012 at actual sales prices ranging from $41.29 to $41.52 per share. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(3)	Represents equivalent shares based on units of participation in the JCPenney stock fund allocated to Mr. Miller's account in the Company's 401(k) plan as of January 31, 2012. The shares of JCPenney common stock in the fund are held by the trustee of the 401(k) plan. Changes in the amount of securities beneficially owned reflect changes in the value of the fund, the number of units of participation in the fund held by all participants, and the number of units of participation held by Mr. Miller.
(4)	Represents portion of option grant vesting one-third on March 16, 2010 and March 16, 2011.
(5)	Represents grant of employee stock options under the Company's 2009 Long-Term Incentive Plan which will vest fully on February 28, 2014.
(6)	After the current exercise and grant of stock options, Mr. Miller beneficially owns an aggregate of 67,858 stock options at various exercise prices.
Remarks: *** Under continuing POA as filed with the S.E.C.

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