<PAGE>
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 1996
    ------------------------------------------------------------------------
                                                    REGISTRATION NO. 333-



                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           __________________________

                           J. C. PENNEY COMPANY, INC.
             (Exact name of registrant as specified in its charter)

     Delaware                               13-5583779
(State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

                               6501 Legacy Drive
                            Plano, Texas  75024-3698
          (Address of principal executive offices, including zip code)

                   1990 FAY'S INCORPORATED STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

                            CHARLES R. LOTTER, ESQ.
            Executive Vice President, Secretary and General Counsel
                           J. C. PENNEY COMPANY, INC.
                               6501 Legacy Drive
                            Plano, Texas  75024-1109
                                 (972) 431-1201
(Name, address, and telephone number, including area code, of agent for service)
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=============================================================================================
                                             Proposed
                                              maximum
                                Amount       offering    Proposed maximum      Amount of
Title of securities              to be       price per   aggregate offering    registration
to be registered              registered     share(1)    price(1)              fee
============================================================================================= 
<S>                          <C>            <C>          <C>                   <C>
Common Stock of 50c par
 value ("JCPenney Common
 Stock") of J. C. Penney
 Company, Inc. ("Company")   12,500  
 including the associated    shares(3)      $52.375      $654,688              $226
 rights to purchase shares
 of the Company's Series A
 Junior Participating
 Preferred Stock, without
 par value ("Rights")(2)
 =============================================================================================
</TABLE> 
 
(1)  Estimated solely for the purpose of determining the amount of the
     registration fee in accordance with Rule 457(h) and based on the average of
     the high and low sales prices of JCPenney Common Stock as reported in the
     New York Stock Exchange Composite Transactions for October 9, 1996.

(2)  The Rights are evidenced by the certificates for shares of JCPenney Common
     Stock and automatically trade with such JCPenney Common Stock.  The Rights
     are currently attached to and transferable only with shares of JCPenney
     Common Stock registered hereby.  Value attributable to such Rights, if any,
     is reflected in the market price of the JCPenney Common Stock.

(3)  Number of shares of JCPenney Common Stock required to cover the stock
     options granted under the above-named plan and assumed by the Company
     pursuant to the Agreement and Plan of Merger, dated as of August 5, 1996,
     and amended as of September 5, 1996, among the Company, Beta Acquisition
     Corp., and Fay's Incorporated, as amended.  The 1990 Fay's Incorporated
     Stock Option Plan for Non-Employee Directors ("Plan") provides that the
     number of shares available under the Plan will be equitably adjusted in the
     event of a stock dividend, stock split, recapitalization or similar event.
     Accordingly, pursuant to Rule 416(a) under the Securities Act of 1933, as
     amended, this Registration Statement covers, in addition to the number of
     shares of JCPenney Common Stock stated above, an indeterminate number of
     shares which by reason of such event may become available under the Plan.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are incorporated by reference into this Registration Statement:

   (1) The Company's Annual Report on Form 10-K for the 52 weeks ended January
       27, 1996, the Company's Quarterly Report on Form 10-Q for the 13 weeks
       ended April 27, 1996, the Company's Quarterly Report on Form 10-Q for the
       13 and 26 weeks ended July 27, 1996, and the Company's Current Report on
       Form 8-K dated August 14, 1996.

   (2) J. C. Penney Funding Corporation's ("Funding's") Annual Report on Form
       10-K for the 52 weeks ended January 27, 1996, Funding's Quarterly Report
       on Form 10-Q for the 13 weeks ended April 27, 1996, and Funding's
       Quarterly Report on Form 10-Q for the 13 and 26 weeks ended July 27,
       1996.

   (3) All documents subsequently filed by the Company and Funding pursuant to
       Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
       1934, as amended (the "Exchange Act"), prior to the filing of a post-
       effective amendment which indicates that all securities offered have been
       sold or which deregisters all securities then remaining unsold, shall be
       deemed to be incorporated by reference in this Registration Statement and
       to be a part hereof from the date of filing of such documents.

     The descriptions set forth below of the JCPenney Common Stock, the
preferred stock, without par value, of the Company ("JCPenney Preferred Stock"),
and the Rights constitute brief summaries of certain provisions of the Company's
Restated Certificate of Incorporation, the Company's Bylaws, and the Rights
Agreement between the Company and First Chicago Trust Company of New York, dated
as of February 14, 1990, as amended on January 13, 1992 to reflect Manufacturers
Hanover Trust Company (now ChaseMellon Shareholder Services, L.L.C.) as
successor Rights Agent (the "JCPenney Rights Agreement"), and are qualified in
their entirety by reference to the relevant provisions of such documents, all of
which are listed under Item 8 as exhibits to this Registration Statement and are
incorporated herein by reference.

                                       1
<PAGE>
 
JCPenney Common Stock

     Holders of JCPenney Common Stock are entitled to one vote per share with
respect to each matter submitted to a vote of the stockholders of the Company,
including the election of directors, subject to voting rights that may be
established for shares of JCPenney Preferred Stock.  Shares of JCPenney Common
Stock vote as a class together with the shares of Series A Preferred Stock (as
hereinafter described), if any such shares of Series A Preferred Stock are
issued, and Series B Preferred Stock (as hereinafter described).  The Board of
Directors of JCPenney is divided into three classes to be as nearly equal in
number as possible.  One third of the directors are elected every year and serve
three-year terms.  Holders of JCPenney Common Stock do not have the right to
cumulate votes in the election of directors and have no preemptive or
subscription rights.  JCPenney Common Stock is neither redeemable nor
convertible, and there are no sinking fund provisions relating to such stock.

     Subject to the prior rights of any outstanding shares of JCPenney Preferred
Stock, holders of JCPenney Common Stock are entitled to receive such dividends
as may be lawfully declared from time to time by the Board of Directors of
JCPenney.  Upon any voluntary or involuntary liquidation, dissolution or winding
up of JCPenney, holders of JCPenney Common Stock will be entitled to receive
such assets as are available for distribution to stockholders after there shall
have been paid or set apart for payment the full amounts necessary to satisfy
any preferential or participating rights to which the holders of JCPenney
Preferred Stock are entitled.

JCPenney Preferred Stock

     The Company's Restated Certificate of Incorporation authorizes 25,000,000
shares of JCPenney Preferred Stock.  The Company's Board of Directors has
designated 1,600,000 shares of JCPenney Preferred Stock as Series A Junior
Participating Preferred Stock ("Series A Preferred Stock") and has authorized
such shares for issuance pursuant to the exercise of the Rights.  As of
September 30, 1996, no shares of Series A Preferred Stock have been issued.  In
addition, 1,400,000 shares of JCPenney Preferred Stock have been designated
Series B ESOP Convertible Preferred Stock ("Series B Preferred Stock").  As of
September 30, 1996, 959,063 shares of Series B Preferred Stock were issued and
outstanding.

Rights; Series A Preferred Stock

     There is attached to each share of JCPenney Common Stock one Right to
purchase from the Company one four-hundredth of a share of Series A Preferred
Stock at a purchase price of $140 per share (the "Purchase Price"), subject to
adjustment in certain events.  The

                                       2
<PAGE>
 
terms and conditions of the Rights are contained in the JCPenney Rights
Agreement.

     Initially, the Rights will not be exercisable, certificates for the Rights
will not be issued and the Rights will automatically trade with the JCPenney
Common Stock.

     The Rights will separate from the JCPenney Common Stock and a "Distribution
Date" will occur on the earlier of (i) the tenth day following the earlier of
(a) a public announcement that a person or group of affiliated or associated
persons other than the Company, any subsidiary of the Company or any employee
benefit plan or employee stock plan of the Company or of any subsidiary of the
Company (an "Exempt Person") has acquired, or has obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding JCPenney Common Stock (an
"Acquiring Person") or (b) such date that a majority of the Company's Board of
Directors shall become aware of the existence of an Acquiring Person (either
date referenced in (a) or (b) above being the "Stock Acquisition Date") or (ii)
the nineteenth business day following the commencement of or public announcement
of the intent to commence a tender or exchange offer which, if consummated,
would result in the ownership of 30% or more of the outstanding JCPenney Common
Stock, irrespective of whether any shares of JCPenney Common Stock are acquired
pursuant to such offer.  The JCPenney Rights Agreement provides that the
Distribution Date may be extended by the Company's Board of Directors prior to
the expiration of either of the time periods referenced in the preceding
sentence.  It further provides that until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be represented by and
transferred with, and only with, JCPenney Common Stock.  Until the Distribution
Date (or the earlier redemption or expiration of the Rights), JCPenney Common
Stock certificates issued after February 14, 1990 will each contain a legend
incorporating the JCPenney Rights Agreement by reference and the surrender for
transfer of any JCPenney Common Stock certificate, with or without the aforesaid
legend or a copy of the Summary of Rights attached thereto, will also constitute
the simultaneous transfer of the Rights associated with the JCPenney Common
Stock represented by such certificate.  As soon as practicable following the
Distribution Date, separate Rights Certificates ("Rights Certificates") will be
mailed to holders of record of JCPenney Common Stock at the close of business on
the Distribution Date, and, thereafter, the Rights Certificates alone will
evidence the Rights, and the Rights will thereafter be transferable separate and
apart from the JCPenney Common Stock.

     The Rights are not exercisable until the Distribution Date and will expire
at the close of business on February 14, 2000, unless redeemed earlier as
described below.

     Under certain circumstances, as provided in the JCPenney Rights Agreement,
Rights issued to or beneficially owned by a person who is

                                       3
<PAGE>
 
or becomes an Acquiring Person (other than pursuant to a Permitted Tender Offer,
as hereinafter defined) or an associate or affiliate of such Acquiring Person
(as such terms are defined in the JCPenney Rights Agreement) or, under certain
circumstances, transferees thereof, will become null and void and thereafter may
not be transferred to any person.

     The Series A Preferred Stock issued upon the exercise of a Right will be
nonredeemable and, unless otherwise provided in connection with the creation of
a subsequent series of JCPenney Preferred Stock, will be subordinate to all
other series of JCPenney Preferred Stock.  The Series A Preferred Stock will not
be issued except upon exercise of the Rights.

     Each share of Series A Preferred Stock will be entitled to receive, when,
as and if declared, a quarterly dividend preference equal to the greater of $50
per share or 200 times the quarterly cash dividend declared on shares of
JCPenney Common Stock and would receive an additional dividend preference equal
to 200 times any extraordinary dividend declared on shares of JCPenney Common
Stock (other than dividends payable in equity securities of the Company).  In
the event of the dissolution, liquidation or winding-up of the Company, the
holders of Series A Preferred Stock will be entitled to receive a liquidation
payment in an amount equal to the greater of $200 per share or 200 times the
payment per share made in respect of JCPenney Common Stock.  Each share of
Series A Preferred Stock will have 200 votes, voting together with JCPenney
Common Stock as a single class.  In the event of any merger, consolidation or
other transaction in which common shares are exchanged, each share of Series A
Preferred Stock will be entitled to receive 200 times the amount received per
share of JCPenney Common Stock.  The rights of the Series A Preferred Stock as
to dividends, liquidation and voting are subject to anti-dilution adjustment in
certain circumstances.

     The Purchase Price payable and the number of shares of Series A Preferred
Stock or other securities or property issuable upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Series A Preferred Stock, (ii) upon the grant to holders of the Series A
Preferred Stock of certain rights or warrants to subscribe for the purchase of
Series A Preferred Stock or convertible securities at less than the current
market price of the Series A Preferred Stock, or (iii) upon the distribution to
holders of the Series A Preferred Stock of evidences of indebtedness or assets
(excluding regular cash dividends and dividends payable in Series A Preferred
Stock) or of subscription rights or warrants.

     If any person (other than an Exempt Person) becomes the beneficial owner of
15% or more of the then outstanding shares of JCPenney Common Stock (other than
pursuant to a tender or exchange offer for all outstanding shares of JCPenney
Common Stock that the

                                       4
<PAGE>
 
Company's Board of Directors, taking into account the long-term value of the
Company and all other factors that it deems relevant in the circumstance
determines to be at a price and on terms which are fair to the holders of shares
of JCPenney Common Stock ("Permitted Tender Offer")), each holder of a Right,
other than the Acquiring Person, will have the right to receive, upon payment of
the Purchase Price, in lieu of Series A Preferred Stock, a number of shares of
JCPenney Common Stock having a market value equal to twice the Purchase Price.
In lieu of issuing shares of JCPenney Common Stock upon exercise of Rights, the
Company may, and to the extent that insufficient shares of JCPenney Common Stock
are available for the exercise in full of the Rights, the Company shall, issue
cash, property or other securities of the Company, or any combination thereof
(which may be accompanied by a reduction in the Purchase Price), in proportions
determined by the Company, so that the aggregate value received is equal to
twice the Purchase Price.  Rights will not be exercisable following the
acquisition of shares of JCPenney Common Stock by an Acquiring Person as
described in this paragraph until the expiration of the period during which the
Rights may be redeemed as described below.  Notwithstanding the foregoing, after
the acquisition of shares of JCPenney Common Stock as described above in this
paragraph, Rights that are (or, under certain circumstances, Rights that were)
beneficially owned by an Acquiring Person will be null and void.

     The Company's Board of Directors may, at its option, at any time after a
person becomes an Acquiring Person (other than pursuant to a Permitted Tender
Offer) exchange all or part of the then outstanding and exercisable Rights for
shares of JCPenney Common Stock at an exchange ratio of one share of JCPenney
Common Stock per Right; provided, however, the Company's Board of Directors may
not effect such exchange after the time that any Person (other than an Exempt
Person) becomes the beneficial owner of 50% or more of the JCPenney Common Stock
then outstanding.

     Unless the Rights are redeemed earlier, if, after the Stock Acquisition
Date, the Company is acquired in a merger or other business combination (in
which any shares of the JCPenney Common Stock are changed into or exchanged for
other securities or assets) or more than 50% of the assets or earning power of
the Company and its subsidiaries (taken as a whole) are sold or transferred in
one transaction or a series of related transactions, the JCPenney Rights
Agreement provides that a proper provision shall be made so that each holder of
record of a Right will from and after that time have the right to receive, upon
payment of the Purchase Price, that number of shares of common stock of the
acquiring or transferee company which has a market value at the time of such
transaction equal to twice the Purchase Price.  The right to purchase stock of
an acquiring company would not apply to a transaction with a person who became
an Acquiring Person pursuant to a Permitted Tender Offer if (i) the form of
consideration paid to holders of JCPenney Common Stock in such transaction were
the same as the form of consideration

                                       5
<PAGE>
 
paid in the Permitted Tender Offer and (ii) the price paid to holders of
JCPenney Common Stock in such transaction was not less than the price paid in
the Permitted Tender Offer.

     Fractions of shares of Series A Preferred Stock may, at the election of the
Company, be evidenced by depositary receipts.  The Company may also issue cash
in lieu of fractional shares of Series A Preferred Stock which are not integral
multiples of one four-hundredth of a share.

     At any time until ten days following the Stock Acquisition Date (subject to
extension by the Company's Board of Directors), the Company's Board of Directors
may cause the Company to redeem the Rights in whole, but not in part, at a price
of $0.005 per Right, subject to adjustment.  Immediately upon the effective time
of the redemption authorized by the Company's Board of Directors the right to
exercise the Rights will terminate, and the only remaining right of holders of
Rights will be to receive payment of the redemption price without any interest
thereon.

     As long as Rights are redeemable, the Company may, except with respect to
the redemption price or expiration date of the Rights, amend the Rights in any
manner, including, without limitation, an amendment to extend the time period in
which the Rights may be redeemed.  At any time when the Rights are not
redeemable, the Company may amend the Rights in any manner that does not
adversely affect the interests of holders of the Rights as such.

     Until a Right is exercised, the holder, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends or payments upon the dissolution, liquidation or winding-up
of the Company.

     The Rights have certain anti-takeover effects.  The Rights will cause
substantial dilution to a person or group who attempts to acquire the Company on
terms not approved by the Company's Board of Directors.  The Rights should not
interfere with any merger or other business combination approved by the
Company's Board of Directors since the Rights may be redeemed by the Company at
$0.005 per Right at any time until the close of business on the tenth day
(unless extended) after a person or group has obtained beneficial ownership of
15% or more of the JCPenney Common Stock.

Series B Preferred Stock

     Restrictions on Transfer.  Pursuant to the Certificate of Designations
respecting the Series B Preferred Stock, shares of Series B Preferred Stock may
be issued only to a trustee acting on behalf of an employee stock ownership plan
or other employee benefit plan of the Company ("Plan Trustee").  In the event of
any transfer of shares of Series B Preferred Stock to other than such Plan
Trustee, the shares of Series B Preferred Stock so transferred, upon

                                       6
<PAGE>
 
such transfer and without any further action by the Company or the holder, will
be automatically converted into shares of JCPenney Common Stock on the terms
provided for such conversion (described below) and no transferee will have any
of the voting powers, preferences and relative, participating, optional or
special rights ascribed to shares of Series B Preferred Stock but, rather, only
the rights and powers pertaining to the JCPenney Common Stock (described above)
into which such shares of Series B Preferred Stock are so converted.

     Liquidation Rights; Dividends.  Shares of Series B Preferred Stock have a
liquidation preference of $600 per share (plus accumulated and unpaid dividends)
and pay cumulative dividends semi-annually in an amount per share equal to
$47.40 per share per annum.  So long as shares of Series B Preferred Stock
remain outstanding, no dividend may be declared or paid or set apart for payment
on any other series of stock of the Company ranking on a parity with the Series
B Preferred Stock as to dividends unless like dividends have been declared and
paid or set apart for payment on shares of Series B Preferred Stock.  Moreover,
except with respect to (i) dividends payable solely in shares of stock of the
Company ranking, as to dividends or as to distributions upon the liquidation,
dissolution or winding-up of the Company ("Liquidation Distributions"), junior
to the Series B Preferred Stock or (ii) the acquisition of any shares of stock
of the Company ranking, as to dividends or as to Liquidation Distributions,
junior to the Series B Preferred Stock either (a) pursuant to any employee or
director incentive or benefit plan or arrangement (including any employment,
severance or consulting agreement) of the Company or any of its subsidiaries or
(b) in exchange solely for shares of stock of the Company ranking junior to the
Series B Preferred Stock, in the event that full cumulative dividends on the
shares of Series B Preferred Stock have not been declared and paid or set apart
for payment when due.  The Company is prohibited from declaring or paying or
setting apart for payment any dividends or making any distributions in respect
of, or, making any payments on account of, the purchase, redemption or other
retirement of any other class of stock or series thereof of the Company ranking,
as to dividends or as to Liquidation Distributions, junior to the Series B
Preferred Stock, until full cumulative dividends on the shares of Series B
Preferred Stock shall have been paid or declared and provided for.

     Redemption.  Generally, shares of Series B Preferred Stock may be redeemed,
in whole or in part, at the option of the Company at an initial redemption price
(payable in cash or securities or a combination thereof) of $633.18 per share,
declining by approximately 1% each succeeding year until July 2, 1998,
whereafter the redemption price per share will be equal to $600 per share; plus,
in each case, an amount equal to all dividends accumulated and unpaid on such
share to the date fixed for redemption.  In addition, upon the occurrence of
certain events, the Company may elect to redeem shares of Series B Preferred
Stock at a redemption price of

                                       7
<PAGE>
 
$600 per share plus an amount equal to all dividends accumulated and unpaid on
such shares to the date fixed for redemption.

     However, under certain circumstances a holder of shares of Series B
Preferred Stock (for example, a Plan Trustee) may, upon not less than five days
written notice, elect to require the Company to redeem such shares at a
redemption price of $600 per share plus an amount equal to all dividends
accumulated and unpaid on such shares to the date fixed for redemption.

     Conversion Rights.  Shares of Series B Preferred Stock are, at any time
prior to the close of business on the date fixed for redemption of such shares,
convertible into shares of JCPenney Common Stock, at a conversion rate of 20
shares of JCPenney Common Stock for each share of Series B Preferred Stock,
subject to anti-dilution adjustment under certain circumstances.  Whenever the
Company issues shares of JCPenney Common Stock upon conversion of shares of
Series B Preferred Stock, the Company will issue together with each share of
JCPenney Common Stock an associated Right under the JCPenney Rights Agreement.

     Voting Rights.  Holders of the Series B Preferred Stock are entitled to
vote upon all matters submitted to a vote of the holders of JCPenney Common
Stock voting together with the holders of JCPenney Common Stock as a single
class.  Each share of Series B Preferred Stock carries the number of votes equal
to the number of shares of JCPenney Common Stock into which such share of Series
B Preferred Stock could be converted on the record date for determining the
stockholder entitled to vote, rounded to the nearest one-tenth of a vote.
Holders of shares of Series B Preferred Stock enjoy no special voting rights and
their consent is not specially required for the taking of any corporate action;
provided, however, that the vote of the holders of at least 66 2/3% of the
outstanding shares of Series B Preferred Stock, voting separately as a series,
is necessary before certain actions may be taken which would adversely affect
the rights of the Series B Preferred Stock.

     Additional Rights.  Holders of shares of Series B Preferred Stock have
certain additional rights in the event the Company should (i) consummate a
merger, consolidation or similar transaction ("Extraordinary Transaction")
pursuant to which the outstanding shares of JCPenney Common Stock are, by
operation of law, exchanged solely for, or changed, reclassified or converted
solely into, stock of any successor or resulting company (including the
Company), which stock constitutes "employer securities" with respect to a holder
of Series B Preferred Stock (within the meaning of Section 409(1) of the
Internal Revenue Code of 1986, as amended, or any successor provisions of law)
and "qualifying employer securities" with respect to a holder of Series B
Preferred Stock (within the meaning of Section 407(d)(5) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or any successor
provisions of law), (ii) consummate an Extraordinary Transaction pursuant to
which the

                                       8
<PAGE>
 
outstanding shares of JCPenney Common Stock are, by operation of law, exchanged
for, or changed, reclassified or converted into, other stock, securities, cash
or any other property, or any combination thereof, or (iii) enter into any
agreement providing for any Extraordinary Transaction pursuant to which the
outstanding shares of JCPenney Common Stock would, upon consummation thereof,
be, by operation of law, exchanged for, or changed, reclassified or converted
into, other stock, securities, cash or any other property, or any combination
thereof, other than any such consideration constituted solely of qualifying
employer securities and cash payments in lieu of fractional shares, as the case
may be.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     The legality of the shares of JCPenney Common Stock being registered hereby
has been passed upon by C. R. Lotter, Esq., Executive Vice President, Secretary
and General Counsel of the Company.  As of September 30, 1996, Mr. Lotter owned
30,857 shares of JCPenney Common Stock and JCPenney Common Stock voting
equivalents of the Company, including shares credited to his accounts under the
Company's Savings and Profit-Sharing Retirement Plan and Savings, Profit-Sharing
and Stock Ownership Plan.  As of September 30, 1996, Mr. Lotter had outstanding
options to purchase 73,540 shares of JCPenney Common Stock.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of Delaware permits
indemnification of the directors and officers of the Company involved in a civil
or criminal action, suit or proceeding, including, under certain circumstances,
suits by or in the right of the Company, for any expenses, including attorneys'
fees, and (except in the case of suits by or in the right of the Company) any
liabilities which they may have incurred in consequence of such action, suit or
proceeding under the conditions stated in said Section.

     Article X of the Company's Bylaws provides, in substance, for
indemnification by the Company of its directors and officers in accordance with
the provisions of the General Corporation Law of Delaware.  The Company has
entered into indemnification agreements with its current directors and certain
of its current officers which generally provide for indemnification by the
Company except as prohibited by applicable law.  To provide some assurance of
payment to the indemnitees of amounts to which they may become entitled pursuant
to the aforesaid agreements, the Company has funded a trust.

                                       9
<PAGE>
 
     In addition, the Company has purchased insurance coverage under policies
which insure the Company for amounts which the Company is required or permitted
to pay as indemnification of directors and certain officers of the Company and
its subsidiaries, and which insure directors and certain officers of the Company
and its subsidiaries against certain liabilities which might be incurred by them
in such capacities and for which they are not entitled to indemnification by the
Company.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     The following exhibits are filed herewith unless otherwise indicated:

Exhibit
Number                           Description of Document
------                           -----------------------

4.1        Agreement and Plan of Merger, dated as of August 5, 1996, and amended
           as of September 5, 1996, among the Company, Beta Acquisition Corp.,
           and Fay's Incorporated (included as Appendix I to the Proxy
           Statement/Prospectus filed as part of the Company's Registration
           Statement on Form S-4, Commission File No. 333-10397).

4.2        Restated Certificate of Incorporation of the Company (incorporated by
           reference to Exhibit (3)(i) to the Company's Quarterly Report on Form
           10-Q for the thirteen weeks ended April 27, 1996).

4.3        Bylaws of the Company, as amended to January 11, 1995 (incorporated
           by reference to Exhibit 3(ii)(a) to the Company's Annual Report on
           Form 10-K for the 52 week period ended January 28, 1995).

4.4        Indenture, dated as of October 1, 1982, between the Company and First
           Trust of California, National Association (as Successor Trustee to
           Bank of America National Trust and Savings Association)(incorporated
           by reference to Exhibit 4(a) to the Company's Annual Report on Form
           10-K for the 52 week period ended January 29, 1994).

                                      10
<PAGE>
 
Exhibit
Number                    Description of Document
------                    -----------------------

4.5        First Supplemental Indenture dated as of March 15, 1983, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(b) to the
           Company's Annual Report on Form 10-K for the 52 week period ended
           January 29, 1994).

4.6        Second Supplemental Indenture, dated as of May 1, 1984, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(c) to the
           Company's Annual Report on Form 10-K for the 52 week period ended
           January 29, 1994).

4.7        Third Supplemental Indenture, dated as of March 7, 1986, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(d) to the
           Company's Registration Statement on Form S-3, Commission File 
           No. 33-3882).

4.8        Fourth Supplemental Indenture, dated as of June 7, 1991, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(e) to the
           Company's Registration Statement on Form S-3, Commission File 
           No. 33-41186).

4.9        Indenture, dated as of April 1, 1994, between the Company and First
           Trust of California, National Association (as Successor Trustee to
           Bank of America National Trust and Savings Association) (incorporated
           by reference to Exhibit 4(a) to the Company's Registration Statement
           on Form S-3, Commission File No. 33-53275).

4.10       Rights Agreement dated as of February 14, 1990 between the Company
           and First Chicago Trust Company of New York, as Rights Agent
           (incorporated by reference to Exhibit 1 to the Company's Current
           Report on Form 8-K dated February 6, 1990).

                                      11
<PAGE>
 
Exhibit
Number                    Description of Document
------                    -----------------------

4.11       Amendment to Rights Agreement, dated as of February 14, 1990, between
           the Company and First Chicago Trust Company of New York, as Rights
           Agent, effective as of January 13, 1992, among the Company, First
           Chicago Trust Company of New York, and Manufacturers Hanover Trust
           Company of New York (now ChaseMellon Shareholder Services, L.L.C.),
           as Successor Rights Agent (incorporated by reference to Exhibit 4(b)
           to the Company's Annual Report on Form 10-K for the 52 week period
           ended January 25, 1992).

4.12       Letter to the Company's stockholders dated May 1, 1993, explaining
           adjustments to Rights and to underlying Series A Junior Participating
           Preferred Stock, including exercise price of such Rights, and the
           voting rights and participating dividend on such Preferred Stock as a
           result of the two-for-one stock split payable May 1, 1993 to
           stockholders of record on April 12, 1993 (incorporated by reference
           to Exhibit 4(c) to the Company's Annual Report on Form 10-K for the
           53 week period ended January 30, 1993).

4.13       1990 Fay's Incorporated Stock Option Plan for Non-Employee Directors
           (incorporated by reference to Exhibit A to the Proxy Statement dated
           April 19, 1990 of Fay's Incorporated).

5.1        Opinion of C. R. Lotter regarding legality of securities being
           registered.

23.1       Consent of KPMG Peat Marwick LLP.

23.2       Consent of C. R. Lotter included in Exhibit 5.1.

24.1       Power of Attorney.


Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

                                      12
<PAGE>
 
               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the registration statement is on Form S-3 or Form S-8 and the information
     required to be included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the Registrant pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable, each filing
     of an employee benefit plan's annual report pursuant to Section 15(d) of
     the Securities Exchange Act of 1934) that is incorporated by reference in
     the registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Securities Act of 1933 and is, therefore, unenforceable.
     In the event that a claim for indemnification against such liabilities
     (other than the payment by the

                                      13
<PAGE>
 
     Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act of 1933 and will be
     governed by the final adjudication of such issue.

                                      14
<PAGE>
 
                                   SIGNATURES


     The Registrant.  Pursuant to the requirements of the Securities Act of
     --------------                                                        
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Plano, State of Texas, on the 11th day of
October, 1996.

                                         J. C. PENNEY COMPANY, INC.



                                         By    /s/D. A. MCKAY
                                              ---------------
                                              D. A. McKay
                                              Senior Vice President
                                              and Chief Financial Officer



     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

   Signatures               Title                          Date
   ----------               -----                          ----


W. R. HOWELL      *         Chairman of the Board;         October 11, 1996
-------------------          Director                                      
W. R. HOWELL                         


J. E. OESTERREICHER*        Vice Chairman of the Board     October 11, 1996
--------------------         and Chief Executive Officer              
J. E. OESTERREICHER          (principal executive       
                             officer); Director         
                                                        

W. B. TYGART      *         President and Chief            October 11, 1996
-------------------          Operating Officer; Director 
W. B. TYGART                


/s/ D. A. MCKAY             Senior Vice President and      October 11, 1996
--------------------         Chief Financial Officer                       
D. A. MCKAY                  (principal financial officer)
                                                     

                                      15
<PAGE>
 
W. J. ALCORN      *         Vice President and             October 11, 1996
-------------------          Controller (principal                         
W. J. ALCORN                 accounting officer)  
                                                  

M. A. BURNS       *         Director                       October 11, 1996
-------------------                                                        
M. A. BURNS


C. H. CHANDLER    *         Director                       October 11, 1996
-------------------                                                        
C. H. CHANDLER


V. E. JORDAN, JR. *         Director                       October 11, 1996
-------------------                                                        
V. E. JORDAN, JR.


GEORGE NIGH       *         Director                       October 11, 1996
-------------------                                                        
GEORGE NIGH


J. C. PFEIFFER    *         Director                       October 11, 1996
-------------------                                                        
J. C. PFEIFFER


A. W. RICHARDS    *         Director                       October 11, 1996
-------------------                                                        
A. W. RICHARDS


C. S. SANFORD, JR.*         Director                       October 11, 1996
-------------------                                                        
C. S. SANFORD, JR.


R. G. TURNER      *         Director                       October 11, 1996
-------------------                                                        
R. G. TURNER


J. D. WILLIAMS    *         Director                       October 11, 1996
-------------------                                                        
J. D. WILLIAMS


   * By:  /s/D. A. MCKAY
         ------------------
         D. A. McKay
         Attorney-in-fact

                                      16
<PAGE>

                                 EXHIBIT INDEX
 
Exhibit
Number                           Description of Document
------                           -----------------------

4.1        Agreement and Plan of Merger, dated as of August 5, 1996, and amended
           as of September 5, 1996, among the Company, Beta Acquisition Corp.,
           and Fay's Incorporated (included as Appendix I to the Proxy
           Statement/Prospectus filed as part of the Company's Registration
           Statement on Form S-4, Commission File No. 333-10397).

4.2        Restated Certificate of Incorporation of the Company (incorporated by
           reference to Exhibit (3)(i) to the Company's Quarterly Report on Form
           10-Q for the thirteen weeks ended April 27, 1996).

4.3        Bylaws of the Company, as amended to January 11, 1995 (incorporated
           by reference to Exhibit 3(ii)(a) to the Company's Annual Report on
           Form 10-K for the 52 week period ended January 28, 1995).

4.4        Indenture, dated as of October 1, 1982, between the Company and First
           Trust of California, National Association (as Successor Trustee to
           Bank of America National Trust and Savings Association)(incorporated
           by reference to Exhibit 4(a) to the Company's Annual Report on Form
           10-K for the 52 week period ended January 29, 1994).
<PAGE>
 
 
Exhibit
Number                    Description of Document
------                    -----------------------

4.5        First Supplemental Indenture dated as of March 15, 1983, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(b) to the
           Company's Annual Report on Form 10-K for the 52 week period ended
           January 29, 1994).

4.6        Second Supplemental Indenture, dated as of May 1, 1984, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(c) to the
           Company's Annual Report on Form 10-K for the 52 week period ended
           January 29, 1994).

4.7        Third Supplemental Indenture, dated as of March 7, 1986, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(d) to the
           Company's Registration Statement on Form S-3, Commission File 
           No. 33-3882).

4.8        Fourth Supplemental Indenture, dated as of June 7, 1991, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(e) to the
           Company's Registration Statement on Form S-3, Commission File 
           No. 33-41186).

4.9        Indenture, dated as of April 1, 1994, between the Company and First
           Trust of California, National Association (as Successor Trustee to
           Bank of America National Trust and Savings Association) (incorporated
           by reference to Exhibit 4(a) to the Company's Registration Statement
           on Form S-3, Commission File No. 33-53275).

4.10       Rights Agreement dated as of February 14, 1990 between the Company
           and First Chicago Trust Company of New York, as Rights Agent
           (incorporated by reference to Exhibit 1 to the Company's Current
           Report on Form 8-K dated February 6, 1990).


<PAGE>
 
Exhibit
Number                    Description of Document
------                    -----------------------

4.11       Amendment to Rights Agreement, dated as of February 14, 1990, between
           the Company and First Chicago Trust Company of New York, as Rights
           Agent, effective as of January 13, 1992, among the Company, First
           Chicago Trust Company of New York, and Manufacturers Hanover Trust
           Company of New York (now ChaseMellon Shareholder Services, L.L.C.),
           as Successor Rights Agent (incorporated by reference to Exhibit 4(b)
           to the Company's Annual Report on Form 10-K for the 52 week period
           ended January 25, 1992).

4.12       Letter to the Company's stockholders dated May 1, 1993, explaining
           adjustments to Rights and to underlying Series A Junior Participating
           Preferred Stock, including exercise price of such Rights, and the
           voting rights and participating dividend on such Preferred Stock as a
           result of the two-for-one stock split payable May 1, 1993 to
           stockholders of record on April 12, 1993 (incorporated by reference
           to Exhibit 4(c) to the Company's Annual Report on Form 10-K for the
           53 week period ended January 30, 1993).

4.13       1990 Fay's Incorporated Stock Option Plan for Non-Employee Directors
           (incorporated by reference to Exhibit A to the Proxy Statement dated
           April 19, 1990 of Fay's Incorporated).

5.1        Opinion of C. R. Lotter regarding legality of securities being
           registered.

23.1       Consent of KPMG Peat Marwick LLP.

23.2       Consent of C. R. Lotter included in Exhibit 5.1.

24.1       Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 51061}]
{"company-data": {"conformed-name": "PENNEY J C CO INC", "cik": "0000077182", "assigned-sic": "5311", "irs-number": "135583779", "state-of-incorporation": "DE", "fiscal-year-end": "0126"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13951", "film-number": "96642478"}, "business-address": {"street1": "6501 LEGACY DRIVE", "city": "PLANO", "state": "TX", "zip": "75024-3698", "phone": "2144311000"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 1996
    ------------------------------------------------------------------------
                                                    REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           __________________________

                           J. C. PENNEY COMPANY, INC.
             (Exact name of registrant as specified in its charter)

     Delaware                               13-5583779
(State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

                               6501 Legacy Drive
                            Plano, Texas  75024-3698
          (Address of principal executive offices, including zip code)

                   1990 FAY'S INCORPORATED STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                            (Full title of the plan)

                            CHARLES R. LOTTER, ESQ.
            Executive Vice President, Secretary and General Counsel
                           J. C. PENNEY COMPANY, INC.
                               6501 Legacy Drive
                            Plano, Texas  75024-1109
                                 (972) 431-1201
(Name, address, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=============================================================================================
                                             Proposed
                                              maximum
                                Amount       offering    Proposed maximum      Amount of
Title of securities              to be       price per   aggregate offering    registration
to be registered              registered     share(1)    price(1)              fee
=============================================================================================
Common Stock of 50c par
 value ("JCPenney Common
 Stock") of J. C. Penney
 Company, Inc. ("Company")   12,500  
 including the associated    shares(3)      $52.375      $654,688              $226
 rights to purchase shares
 of the Company's Series A
 Junior Participating
 Preferred Stock, without
 par value ("Rights")(2)
 =============================================================================================
(1)  Estimated solely for the purpose of determining the amount of the
     registration fee in accordance with Rule 457(h) and based on the average of
     the high and low sales prices of JCPenney Common Stock as reported in the
     New York Stock Exchange Composite Transactions for October 9, 1996.

(2)  The Rights are evidenced by the certificates for shares of JCPenney Common
     Stock and automatically trade with such JCPenney Common Stock.  The Rights
     are currently attached to and transferable only with shares of JCPenney
     Common Stock registered hereby.  Value attributable to such Rights, if any,
     is reflected in the market price of the JCPenney Common Stock.

(3)  Number of shares of JCPenney Common Stock required to cover the stock
     options granted under the above-named plan and assumed by the Company
     pursuant to the Agreement and Plan of Merger, dated as of August 5, 1996,
     and amended as of September 5, 1996, among the Company, Beta Acquisition
     Corp., and Fay's Incorporated, as amended.  The 1990 Fay's Incorporated
     Stock Option Plan for Non-Employee Directors ("Plan") provides that the
     number of shares available under the Plan will be equitably adjusted in the
     event of a stock dividend, stock split, recapitalization or similar event.
     Accordingly, pursuant to Rule 416(a) under the Securities Act of 1933, as
     amended, this Registration Statement covers, in addition to the number of
     shares of JCPenney Common Stock stated above, an indeterminate number of
     shares which by reason of such event may become available under the Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are incorporated by reference into this Registration Statement:

   (1) The Company's Annual Report on Form 10-K for the 52 weeks ended January
       27, 1996, the Company's Quarterly Report on Form 10-Q for the 13 weeks
       ended April 27, 1996, the Company's Quarterly Report on Form 10-Q for the
       13 and 26 weeks ended July 27, 1996, and the Company's Current Report on
       Form 8-K dated August 14, 1996.

   (2) J. C. Penney Funding Corporation's ("Funding's") Annual Report on Form
       10-K for the 52 weeks ended January 27, 1996, Funding's Quarterly Report
       on Form 10-Q for the 13 weeks ended April 27, 1996, and Funding's
       Quarterly Report on Form 10-Q for the 13 and 26 weeks ended July 27,
       1996.

   (3) All documents subsequently filed by the Company and Funding pursuant to
       Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
       1934, as amended (the "Exchange Act"), prior to the filing of a post-
       effective amendment which indicates that all securities offered have been
       sold or which deregisters all securities then remaining unsold, shall be
       deemed to be incorporated by reference in this Registration Statement and
       to be a part hereof from the date of filing of such documents.

     The descriptions set forth below of the JCPenney Common Stock, the
preferred stock, without par value, of the Company ("JCPenney Preferred Stock"),
and the Rights constitute brief summaries of certain provisions of the Company's
Restated Certificate of Incorporation, the Company's Bylaws, and the Rights
Agreement between the Company and First Chicago Trust Company of New York, dated
as of February 14, 1990, as amended on January 13, 1992 to reflect Manufacturers
Hanover Trust Company (now ChaseMellon Shareholder Services, L.L.C.) as
successor Rights Agent (the "JCPenney Rights Agreement"), and are qualified in
their entirety by reference to the relevant provisions of such documents, all of
which are listed under Item 8 as exhibits to this Registration Statement and are
incorporated herein by reference.

                                       1
JCPenney Common Stock

     Holders of JCPenney Common Stock are entitled to one vote per share with
respect to each matter submitted to a vote of the stockholders of the Company,
including the election of directors, subject to voting rights that may be
established for shares of JCPenney Preferred Stock.  Shares of JCPenney Common
Stock vote as a class together with the shares of Series A Preferred Stock (as
hereinafter described), if any such shares of Series A Preferred Stock are
issued, and Series B Preferred Stock (as hereinafter described).  The Board of
Directors of JCPenney is divided into three classes to be as nearly equal in
number as possible.  One third of the directors are elected every year and serve
three-year terms.  Holders of JCPenney Common Stock do not have the right to
cumulate votes in the election of directors and have no preemptive or
subscription rights.  JCPenney Common Stock is neither redeemable nor
convertible, and there are no sinking fund provisions relating to such stock.

     Subject to the prior rights of any outstanding shares of JCPenney Preferred
Stock, holders of JCPenney Common Stock are entitled to receive such dividends
as may be lawfully declared from time to time by the Board of Directors of
JCPenney.  Upon any voluntary or involuntary liquidation, dissolution or winding
up of JCPenney, holders of JCPenney Common Stock will be entitled to receive
such assets as are available for distribution to stockholders after there shall
have been paid or set apart for payment the full amounts necessary to satisfy
any preferential or participating rights to which the holders of JCPenney
Preferred Stock are entitled.

JCPenney Preferred Stock

     The Company's Restated Certificate of Incorporation authorizes 25,000,000
shares of JCPenney Preferred Stock.  The Company's Board of Directors has
designated 1,600,000 shares of JCPenney Preferred Stock as Series A Junior
Participating Preferred Stock ("Series A Preferred Stock") and has authorized
such shares for issuance pursuant to the exercise of the Rights.  As of
September 30, 1996, no shares of Series A Preferred Stock have been issued.  In
addition, 1,400,000 shares of JCPenney Preferred Stock have been designated
Series B ESOP Convertible Preferred Stock ("Series B Preferred Stock").  As of
September 30, 1996, 959,063 shares of Series B Preferred Stock were issued and
outstanding.

Rights; Series A Preferred Stock

     There is attached to each share of JCPenney Common Stock one Right to
purchase from the Company one four-hundredth of a share of Series A Preferred
Stock at a purchase price of $140 per share (the "Purchase Price"), subject to
adjustment in certain events.  The

                                       2
terms and conditions of the Rights are contained in the JCPenney Rights
Agreement.

     Initially, the Rights will not be exercisable, certificates for the Rights
will not be issued and the Rights will automatically trade with the JCPenney
Common Stock.

     The Rights will separate from the JCPenney Common Stock and a "Distribution
Date" will occur on the earlier of (i) the tenth day following the earlier of
(a) a public announcement that a person or group of affiliated or associated
persons other than the Company, any subsidiary of the Company or any employee
benefit plan or employee stock plan of the Company or of any subsidiary of the
Company (an "Exempt Person") has acquired, or has obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding JCPenney Common Stock (an
"Acquiring Person") or (b) such date that a majority of the Company's Board of
Directors shall become aware of the existence of an Acquiring Person (either
date referenced in (a) or (b) above being the "Stock Acquisition Date") or (ii)
the nineteenth business day following the commencement of or public announcement
of the intent to commence a tender or exchange offer which, if consummated,
would result in the ownership of 30% or more of the outstanding JCPenney Common
Stock, irrespective of whether any shares of JCPenney Common Stock are acquired
pursuant to such offer.  The JCPenney Rights Agreement provides that the
Distribution Date may be extended by the Company's Board of Directors prior to
the expiration of either of the time periods referenced in the preceding
sentence.  It further provides that until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be represented by and
transferred with, and only with, JCPenney Common Stock.  Until the Distribution
Date (or the earlier redemption or expiration of the Rights), JCPenney Common
Stock certificates issued after February 14, 1990 will each contain a legend
incorporating the JCPenney Rights Agreement by reference and the surrender for
transfer of any JCPenney Common Stock certificate, with or without the aforesaid
legend or a copy of the Summary of Rights attached thereto, will also constitute
the simultaneous transfer of the Rights associated with the JCPenney Common
Stock represented by such certificate.  As soon as practicable following the
Distribution Date, separate Rights Certificates ("Rights Certificates") will be
mailed to holders of record of JCPenney Common Stock at the close of business on
the Distribution Date, and, thereafter, the Rights Certificates alone will
evidence the Rights, and the Rights will thereafter be transferable separate and
apart from the JCPenney Common Stock.

     The Rights are not exercisable until the Distribution Date and will expire
at the close of business on February 14, 2000, unless redeemed earlier as
described below.

     Under certain circumstances, as provided in the JCPenney Rights Agreement,
Rights issued to or beneficially owned by a person who is

                                       3
or becomes an Acquiring Person (other than pursuant to a Permitted Tender Offer,
as hereinafter defined) or an associate or affiliate of such Acquiring Person
(as such terms are defined in the JCPenney Rights Agreement) or, under certain
circumstances, transferees thereof, will become null and void and thereafter may
not be transferred to any person.

     The Series A Preferred Stock issued upon the exercise of a Right will be
nonredeemable and, unless otherwise provided in connection with the creation of
a subsequent series of JCPenney Preferred Stock, will be subordinate to all
other series of JCPenney Preferred Stock.  The Series A Preferred Stock will not
be issued except upon exercise of the Rights.

     Each share of Series A Preferred Stock will be entitled to receive, when,
as and if declared, a quarterly dividend preference equal to the greater of $50
per share or 200 times the quarterly cash dividend declared on shares of
JCPenney Common Stock and would receive an additional dividend preference equal
to 200 times any extraordinary dividend declared on shares of JCPenney Common
Stock (other than dividends payable in equity securities of the Company).  In
the event of the dissolution, liquidation or winding-up of the Company, the
holders of Series A Preferred Stock will be entitled to receive a liquidation
payment in an amount equal to the greater of $200 per share or 200 times the
payment per share made in respect of JCPenney Common Stock.  Each share of
Series A Preferred Stock will have 200 votes, voting together with JCPenney
Common Stock as a single class.  In the event of any merger, consolidation or
other transaction in which common shares are exchanged, each share of Series A
Preferred Stock will be entitled to receive 200 times the amount received per
share of JCPenney Common Stock.  The rights of the Series A Preferred Stock as
to dividends, liquidation and voting are subject to anti-dilution adjustment in
certain circumstances.

     The Purchase Price payable and the number of shares of Series A Preferred
Stock or other securities or property issuable upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Series A Preferred Stock, (ii) upon the grant to holders of the Series A
Preferred Stock of certain rights or warrants to subscribe for the purchase of
Series A Preferred Stock or convertible securities at less than the current
market price of the Series A Preferred Stock, or (iii) upon the distribution to
holders of the Series A Preferred Stock of evidences of indebtedness or assets
(excluding regular cash dividends and dividends payable in Series A Preferred
Stock) or of subscription rights or warrants.

     If any person (other than an Exempt Person) becomes the beneficial owner of
15% or more of the then outstanding shares of JCPenney Common Stock (other than
pursuant to a tender or exchange offer for all outstanding shares of JCPenney
Common Stock that the

                                       4
Company's Board of Directors, taking into account the long-term value of the
Company and all other factors that it deems relevant in the circumstance
determines to be at a price and on terms which are fair to the holders of shares
of JCPenney Common Stock ("Permitted Tender Offer")), each holder of a Right,
other than the Acquiring Person, will have the right to receive, upon payment of
the Purchase Price, in lieu of Series A Preferred Stock, a number of shares of
JCPenney Common Stock having a market value equal to twice the Purchase Price.
In lieu of issuing shares of JCPenney Common Stock upon exercise of Rights, the
Company may, and to the extent that insufficient shares of JCPenney Common Stock
are available for the exercise in full of the Rights, the Company shall, issue
cash, property or other securities of the Company, or any combination thereof
(which may be accompanied by a reduction in the Purchase Price), in proportions
determined by the Company, so that the aggregate value received is equal to
twice the Purchase Price.  Rights will not be exercisable following the
acquisition of shares of JCPenney Common Stock by an Acquiring Person as
described in this paragraph until the expiration of the period during which the
Rights may be redeemed as described below.  Notwithstanding the foregoing, after
the acquisition of shares of JCPenney Common Stock as described above in this
paragraph, Rights that are (or, under certain circumstances, Rights that were)
beneficially owned by an Acquiring Person will be null and void.

     The Company's Board of Directors may, at its option, at any time after a
person becomes an Acquiring Person (other than pursuant to a Permitted Tender
Offer) exchange all or part of the then outstanding and exercisable Rights for
shares of JCPenney Common Stock at an exchange ratio of one share of JCPenney
Common Stock per Right; provided, however, the Company's Board of Directors may
not effect such exchange after the time that any Person (other than an Exempt
Person) becomes the beneficial owner of 50% or more of the JCPenney Common Stock
then outstanding.

     Unless the Rights are redeemed earlier, if, after the Stock Acquisition
Date, the Company is acquired in a merger or other business combination (in
which any shares of the JCPenney Common Stock are changed into or exchanged for
other securities or assets) or more than 50% of the assets or earning power of
the Company and its subsidiaries (taken as a whole) are sold or transferred in
one transaction or a series of related transactions, the JCPenney Rights
Agreement provides that a proper provision shall be made so that each holder of
record of a Right will from and after that time have the right to receive, upon
payment of the Purchase Price, that number of shares of common stock of the
acquiring or transferee company which has a market value at the time of such
transaction equal to twice the Purchase Price.  The right to purchase stock of
an acquiring company would not apply to a transaction with a person who became
an Acquiring Person pursuant to a Permitted Tender Offer if (i) the form of
consideration paid to holders of JCPenney Common Stock in such transaction were
the same as the form of consideration

                                       5
paid in the Permitted Tender Offer and (ii) the price paid to holders of
JCPenney Common Stock in such transaction was not less than the price paid in
the Permitted Tender Offer.

     Fractions of shares of Series A Preferred Stock may, at the election of the
Company, be evidenced by depositary receipts.  The Company may also issue cash
in lieu of fractional shares of Series A Preferred Stock which are not integral
multiples of one four-hundredth of a share.

     At any time until ten days following the Stock Acquisition Date (subject to
extension by the Company's Board of Directors), the Company's Board of Directors
may cause the Company to redeem the Rights in whole, but not in part, at a price
of $0.005 per Right, subject to adjustment.  Immediately upon the effective time
of the redemption authorized by the Company's Board of Directors the right to
exercise the Rights will terminate, and the only remaining right of holders of
Rights will be to receive payment of the redemption price without any interest
thereon.

     As long as Rights are redeemable, the Company may, except with respect to
the redemption price or expiration date of the Rights, amend the Rights in any
manner, including, without limitation, an amendment to extend the time period in
which the Rights may be redeemed.  At any time when the Rights are not
redeemable, the Company may amend the Rights in any manner that does not
adversely affect the interests of holders of the Rights as such.

     Until a Right is exercised, the holder, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends or payments upon the dissolution, liquidation or winding-up
of the Company.

     The Rights have certain anti-takeover effects.  The Rights will cause
substantial dilution to a person or group who attempts to acquire the Company on
terms not approved by the Company's Board of Directors.  The Rights should not
interfere with any merger or other business combination approved by the
Company's Board of Directors since the Rights may be redeemed by the Company at
$0.005 per Right at any time until the close of business on the tenth day
(unless extended) after a person or group has obtained beneficial ownership of
15% or more of the JCPenney Common Stock.

Series B Preferred Stock

     Restrictions on Transfer.  Pursuant to the Certificate of Designations
respecting the Series B Preferred Stock, shares of Series B Preferred Stock may
be issued only to a trustee acting on behalf of an employee stock ownership plan
or other employee benefit plan of the Company ("Plan Trustee").  In the event of
any transfer of shares of Series B Preferred Stock to other than such Plan
Trustee, the shares of Series B Preferred Stock so transferred, upon

                                       6
such transfer and without any further action by the Company or the holder, will
be automatically converted into shares of JCPenney Common Stock on the terms
provided for such conversion (described below) and no transferee will have any
of the voting powers, preferences and relative, participating, optional or
special rights ascribed to shares of Series B Preferred Stock but, rather, only
the rights and powers pertaining to the JCPenney Common Stock (described above)
into which such shares of Series B Preferred Stock are so converted.

     Liquidation Rights; Dividends.  Shares of Series B Preferred Stock have a
liquidation preference of $600 per share (plus accumulated and unpaid dividends)
and pay cumulative dividends semi-annually in an amount per share equal to
$47.40 per share per annum.  So long as shares of Series B Preferred Stock
remain outstanding, no dividend may be declared or paid or set apart for payment
on any other series of stock of the Company ranking on a parity with the Series
B Preferred Stock as to dividends unless like dividends have been declared and
paid or set apart for payment on shares of Series B Preferred Stock.  Moreover,
except with respect to (i) dividends payable solely in shares of stock of the
Company ranking, as to dividends or as to distributions upon the liquidation,
dissolution or winding-up of the Company ("Liquidation Distributions"), junior
to the Series B Preferred Stock or (ii) the acquisition of any shares of stock
of the Company ranking, as to dividends or as to Liquidation Distributions,
junior to the Series B Preferred Stock either (a) pursuant to any employee or
director incentive or benefit plan or arrangement (including any employment,
severance or consulting agreement) of the Company or any of its subsidiaries or
(b) in exchange solely for shares of stock of the Company ranking junior to the
Series B Preferred Stock, in the event that full cumulative dividends on the
shares of Series B Preferred Stock have not been declared and paid or set apart
for payment when due.  The Company is prohibited from declaring or paying or
setting apart for payment any dividends or making any distributions in respect
of, or, making any payments on account of, the purchase, redemption or other
retirement of any other class of stock or series thereof of the Company ranking,
as to dividends or as to Liquidation Distributions, junior to the Series B
Preferred Stock, until full cumulative dividends on the shares of Series B
Preferred Stock shall have been paid or declared and provided for.

     Redemption.  Generally, shares of Series B Preferred Stock may be redeemed,
in whole or in part, at the option of the Company at an initial redemption price
(payable in cash or securities or a combination thereof) of $633.18 per share,
declining by approximately 1% each succeeding year until July 2, 1998,
whereafter the redemption price per share will be equal to $600 per share; plus,
in each case, an amount equal to all dividends accumulated and unpaid on such
share to the date fixed for redemption.  In addition, upon the occurrence of
certain events, the Company may elect to redeem shares of Series B Preferred
Stock at a redemption price of

                                       7
$600 per share plus an amount equal to all dividends accumulated and unpaid on
such shares to the date fixed for redemption.

     However, under certain circumstances a holder of shares of Series B
Preferred Stock (for example, a Plan Trustee) may, upon not less than five days
written notice, elect to require the Company to redeem such shares at a
redemption price of $600 per share plus an amount equal to all dividends
accumulated and unpaid on such shares to the date fixed for redemption.

     Conversion Rights.  Shares of Series B Preferred Stock are, at any time
prior to the close of business on the date fixed for redemption of such shares,
convertible into shares of JCPenney Common Stock, at a conversion rate of 20
shares of JCPenney Common Stock for each share of Series B Preferred Stock,
subject to anti-dilution adjustment under certain circumstances.  Whenever the
Company issues shares of JCPenney Common Stock upon conversion of shares of
Series B Preferred Stock, the Company will issue together with each share of
JCPenney Common Stock an associated Right under the JCPenney Rights Agreement.

     Voting Rights.  Holders of the Series B Preferred Stock are entitled to
vote upon all matters submitted to a vote of the holders of JCPenney Common
Stock voting together with the holders of JCPenney Common Stock as a single
class.  Each share of Series B Preferred Stock carries the number of votes equal
to the number of shares of JCPenney Common Stock into which such share of Series
B Preferred Stock could be converted on the record date for determining the
stockholder entitled to vote, rounded to the nearest one-tenth of a vote.
Holders of shares of Series B Preferred Stock enjoy no special voting rights and
their consent is not specially required for the taking of any corporate action;
provided, however, that the vote of the holders of at least 66 2/3% of the
outstanding shares of Series B Preferred Stock, voting separately as a series,
is necessary before certain actions may be taken which would adversely affect
the rights of the Series B Preferred Stock.

     Additional Rights.  Holders of shares of Series B Preferred Stock have
certain additional rights in the event the Company should (i) consummate a
merger, consolidation or similar transaction ("Extraordinary Transaction")
pursuant to which the outstanding shares of JCPenney Common Stock are, by
operation of law, exchanged solely for, or changed, reclassified or converted
solely into, stock of any successor or resulting company (including the
Company), which stock constitutes "employer securities" with respect to a holder
of Series B Preferred Stock (within the meaning of Section 409(1) of the
Internal Revenue Code of 1986, as amended, or any successor provisions of law)
and "qualifying employer securities" with respect to a holder of Series B
Preferred Stock (within the meaning of Section 407(d)(5) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or any successor
provisions of law), (ii) consummate an Extraordinary Transaction pursuant to
which the

                                       8
outstanding shares of JCPenney Common Stock are, by operation of law, exchanged
for, or changed, reclassified or converted into, other stock, securities, cash
or any other property, or any combination thereof, or (iii) enter into any
agreement providing for any Extraordinary Transaction pursuant to which the
outstanding shares of JCPenney Common Stock would, upon consummation thereof,
be, by operation of law, exchanged for, or changed, reclassified or converted
into, other stock, securities, cash or any other property, or any combination
thereof, other than any such consideration constituted solely of qualifying
employer securities and cash payments in lieu of fractional shares, as the case
may be.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     The legality of the shares of JCPenney Common Stock being registered hereby
has been passed upon by C. R. Lotter, Esq., Executive Vice President, Secretary
and General Counsel of the Company.  As of September 30, 1996, Mr. Lotter owned
30,857 shares of JCPenney Common Stock and JCPenney Common Stock voting
equivalents of the Company, including shares credited to his accounts under the
Company's Savings and Profit-Sharing Retirement Plan and Savings, Profit-Sharing
and Stock Ownership Plan.  As of September 30, 1996, Mr. Lotter had outstanding
options to purchase 73,540 shares of JCPenney Common Stock.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of Delaware permits
indemnification of the directors and officers of the Company involved in a civil
or criminal action, suit or proceeding, including, under certain circumstances,
suits by or in the right of the Company, for any expenses, including attorneys'
fees, and (except in the case of suits by or in the right of the Company) any
liabilities which they may have incurred in consequence of such action, suit or
proceeding under the conditions stated in said Section.

     Article X of the Company's Bylaws provides, in substance, for
indemnification by the Company of its directors and officers in accordance with
the provisions of the General Corporation Law of Delaware.  The Company has
entered into indemnification agreements with its current directors and certain
of its current officers which generally provide for indemnification by the
Company except as prohibited by applicable law.  To provide some assurance of
payment to the indemnitees of amounts to which they may become entitled pursuant
to the aforesaid agreements, the Company has funded a trust.

                                       9
In addition, the Company has purchased insurance coverage under policies
which insure the Company for amounts which the Company is required or permitted
to pay as indemnification of directors and certain officers of the Company and
its subsidiaries, and which insure directors and certain officers of the Company
and its subsidiaries against certain liabilities which might be incurred by them
in such capacities and for which they are not entitled to indemnification by the
Company.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     The following exhibits are filed herewith unless otherwise indicated:

Exhibit
Number                           Description of Document
------                           -----------------------

4.1        Agreement and Plan of Merger, dated as of August 5, 1996, and amended
           as of September 5, 1996, among the Company, Beta Acquisition Corp.,
           and Fay's Incorporated (included as Appendix I to the Proxy
           Statement/Prospectus filed as part of the Company's Registration
           Statement on Form S-4, Commission File No. 333-10397).

4.2        Restated Certificate of Incorporation of the Company (incorporated by
           reference to Exhibit (3)(i) to the Company's Quarterly Report on Form
           10-Q for the thirteen weeks ended April 27, 1996).

4.3        Bylaws of the Company, as amended to January 11, 1995 (incorporated
           by reference to Exhibit 3(ii)(a) to the Company's Annual Report on
           Form 10-K for the 52 week period ended January 28, 1995).

4.4        Indenture, dated as of October 1, 1982, between the Company and First
           Trust of California, National Association (as Successor Trustee to
           Bank of America National Trust and Savings Association)(incorporated
           by reference to Exhibit 4(a) to the Company's Annual Report on Form
           10-K for the 52 week period ended January 29, 1994).

                                      10
Exhibit
Number                    Description of Document
------                    -----------------------

4.5        First Supplemental Indenture dated as of March 15, 1983, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(b) to the
           Company's Annual Report on Form 10-K for the 52 week period ended
           January 29, 1994).

4.6        Second Supplemental Indenture, dated as of May 1, 1984, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(c) to the
           Company's Annual Report on Form 10-K for the 52 week period ended
           January 29, 1994).

4.7        Third Supplemental Indenture, dated as of March 7, 1986, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(d) to the
           Company's Registration Statement on Form S-3, Commission File 
           No. 33-3882).

4.8        Fourth Supplemental Indenture, dated as of June 7, 1991, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(e) to the
           Company's Registration Statement on Form S-3, Commission File 
           No. 33-41186).

4.9        Indenture, dated as of April 1, 1994, between the Company and First
           Trust of California, National Association (as Successor Trustee to
           Bank of America National Trust and Savings Association) (incorporated
           by reference to Exhibit 4(a) to the Company's Registration Statement
           on Form S-3, Commission File No. 33-53275).

4.10       Rights Agreement dated as of February 14, 1990 between the Company
           and First Chicago Trust Company of New York, as Rights Agent
           (incorporated by reference to Exhibit 1 to the Company's Current
           Report on Form 8-K dated February 6, 1990).

                                      11
Exhibit
Number                    Description of Document
------                    -----------------------

4.11       Amendment to Rights Agreement, dated as of February 14, 1990, between
           the Company and First Chicago Trust Company of New York, as Rights
           Agent, effective as of January 13, 1992, among the Company, First
           Chicago Trust Company of New York, and Manufacturers Hanover Trust
           Company of New York (now ChaseMellon Shareholder Services, L.L.C.),
           as Successor Rights Agent (incorporated by reference to Exhibit 4(b)
           to the Company's Annual Report on Form 10-K for the 52 week period
           ended January 25, 1992).

4.12       Letter to the Company's stockholders dated May 1, 1993, explaining
           adjustments to Rights and to underlying Series A Junior Participating
           Preferred Stock, including exercise price of such Rights, and the
           voting rights and participating dividend on such Preferred Stock as a
           result of the two-for-one stock split payable May 1, 1993 to
           stockholders of record on April 12, 1993 (incorporated by reference
           to Exhibit 4(c) to the Company's Annual Report on Form 10-K for the
           53 week period ended January 30, 1993).

4.13       1990 Fay's Incorporated Stock Option Plan for Non-Employee Directors
           (incorporated by reference to Exhibit A to the Proxy Statement dated
           April 19, 1990 of Fay's Incorporated).

5.1        Opinion of C. R. Lotter regarding legality of securities being
           registered.

23.1       Consent of KPMG Peat Marwick LLP.

23.2       Consent of C. R. Lotter included in Exhibit 5.1.

24.1       Power of Attorney.

Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

                                      12
(ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the registration statement is on Form S-3 or Form S-8 and the information
     required to be included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the Registrant pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable, each filing
     of an employee benefit plan's annual report pursuant to Section 15(d) of
     the Securities Exchange Act of 1934) that is incorporated by reference in
     the registration statement shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Securities Act of 1933 and is, therefore, unenforceable.
     In the event that a claim for indemnification against such liabilities
     (other than the payment by the

                                      13
Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act of 1933 and will be
     governed by the final adjudication of such issue.

                                      14
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
     --------------                                                        
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Plano, State of Texas, on the 11th day of
October, 1996.

                                         J. C. PENNEY COMPANY, INC.

                                         By    /s/D. A. MCKAY
                                              ---------------
                                              D. A. McKay
                                              Senior Vice President
                                              and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

   Signatures               Title                          Date
   ----------               -----                          ----

W. R. HOWELL      *         Chairman of the Board;         October 11, 1996
-------------------          Director                                      
W. R. HOWELL                         

J. E. OESTERREICHER*        Vice Chairman of the Board     October 11, 1996
--------------------         and Chief Executive Officer              
J. E. OESTERREICHER          (principal executive       
                             officer); Director         
                                                        

W. B. TYGART      *         President and Chief            October 11, 1996
-------------------          Operating Officer; Director 
W. B. TYGART                

/s/ D. A. MCKAY             Senior Vice President and      October 11, 1996
--------------------         Chief Financial Officer                       
D. A. MCKAY                  (principal financial officer)
                                                     

                                      15
W. J. ALCORN      *         Vice President and             October 11, 1996
-------------------          Controller (principal                         
W. J. ALCORN                 accounting officer)  
                                                  

M. A. BURNS       *         Director                       October 11, 1996
-------------------                                                        
M. A. BURNS

C. H. CHANDLER    *         Director                       October 11, 1996
-------------------                                                        
C. H. CHANDLER

V. E. JORDAN, JR. *         Director                       October 11, 1996
-------------------                                                        
V. E. JORDAN, JR.

GEORGE NIGH       *         Director                       October 11, 1996
-------------------                                                        
GEORGE NIGH

J. C. PFEIFFER    *         Director                       October 11, 1996
-------------------                                                        
J. C. PFEIFFER

A. W. RICHARDS    *         Director                       October 11, 1996
-------------------                                                        
A. W. RICHARDS

C. S. SANFORD, JR.*         Director                       October 11, 1996
-------------------                                                        
C. S. SANFORD, JR.

R. G. TURNER      *         Director                       October 11, 1996
-------------------                                                        
R. G. TURNER

J. D. WILLIAMS    *         Director                       October 11, 1996
-------------------                                                        
J. D. WILLIAMS

   * By:  /s/D. A. MCKAY
         ------------------
         D. A. McKay
         Attorney-in-fact

                                      16
EXHIBIT INDEX
 
Exhibit
Number                           Description of Document
------                           -----------------------

4.1        Agreement and Plan of Merger, dated as of August 5, 1996, and amended
           as of September 5, 1996, among the Company, Beta Acquisition Corp.,
           and Fay's Incorporated (included as Appendix I to the Proxy
           Statement/Prospectus filed as part of the Company's Registration
           Statement on Form S-4, Commission File No. 333-10397).

4.2        Restated Certificate of Incorporation of the Company (incorporated by
           reference to Exhibit (3)(i) to the Company's Quarterly Report on Form
           10-Q for the thirteen weeks ended April 27, 1996).

4.3        Bylaws of the Company, as amended to January 11, 1995 (incorporated
           by reference to Exhibit 3(ii)(a) to the Company's Annual Report on
           Form 10-K for the 52 week period ended January 28, 1995).

4.4        Indenture, dated as of October 1, 1982, between the Company and First
           Trust of California, National Association (as Successor Trustee to
           Bank of America National Trust and Savings Association)(incorporated
           by reference to Exhibit 4(a) to the Company's Annual Report on Form
           10-K for the 52 week period ended January 29, 1994).
Exhibit
Number                    Description of Document
------                    -----------------------

4.5        First Supplemental Indenture dated as of March 15, 1983, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(b) to the
           Company's Annual Report on Form 10-K for the 52 week period ended
           January 29, 1994).

4.6        Second Supplemental Indenture, dated as of May 1, 1984, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(c) to the
           Company's Annual Report on Form 10-K for the 52 week period ended
           January 29, 1994).

4.7        Third Supplemental Indenture, dated as of March 7, 1986, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(d) to the
           Company's Registration Statement on Form S-3, Commission File 
           No. 33-3882).

4.8        Fourth Supplemental Indenture, dated as of June 7, 1991, between the
           Company and First Trust of California, National Association (as
           Successor Trustee to Bank of America National Trust and Savings
           Association) (incorporated by reference to Exhibit 4(e) to the
           Company's Registration Statement on Form S-3, Commission File 
           No. 33-41186).

4.9        Indenture, dated as of April 1, 1994, between the Company and First
           Trust of California, National Association (as Successor Trustee to
           Bank of America National Trust and Savings Association) (incorporated
           by reference to Exhibit 4(a) to the Company's Registration Statement
           on Form S-3, Commission File No. 33-53275).

4.10       Rights Agreement dated as of February 14, 1990 between the Company
           and First Chicago Trust Company of New York, as Rights Agent
           (incorporated by reference to Exhibit 1 to the Company's Current
           Report on Form 8-K dated February 6, 1990).
Exhibit
Number                    Description of Document
------                    -----------------------

4.11       Amendment to Rights Agreement, dated as of February 14, 1990, between
           the Company and First Chicago Trust Company of New York, as Rights
           Agent, effective as of January 13, 1992, among the Company, First
           Chicago Trust Company of New York, and Manufacturers Hanover Trust
           Company of New York (now ChaseMellon Shareholder Services, L.L.C.),
           as Successor Rights Agent (incorporated by reference to Exhibit 4(b)
           to the Company's Annual Report on Form 10-K for the 52 week period
           ended January 25, 1992).

4.12       Letter to the Company's stockholders dated May 1, 1993, explaining
           adjustments to Rights and to underlying Series A Junior Participating
           Preferred Stock, including exercise price of such Rights, and the
           voting rights and participating dividend on such Preferred Stock as a
           result of the two-for-one stock split payable May 1, 1993 to
           stockholders of record on April 12, 1993 (incorporated by reference
           to Exhibit 4(c) to the Company's Annual Report on Form 10-K for the
           53 week period ended January 30, 1993).

4.13       1990 Fay's Incorporated Stock Option Plan for Non-Employee Directors
           (incorporated by reference to Exhibit A to the Proxy Statement dated
           April 19, 1990 of Fay's Incorporated).

5.1        Opinion of C. R. Lotter regarding legality of securities being
           registered.

23.1       Consent of KPMG Peat Marwick LLP.

23.2       Consent of C. R. Lotter included in Exhibit 5.1.

24.1       Power of Attorney.