<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON November 9, 2001

                                                    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 of             (I.R.S. Employer Identification No.)
incorporation or organization)

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

                               ECKERD CORPORATION
                               401(k) SAVINGS PLAN
                            (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 75024-0005
                                 (972) 431-1201
(Name, address, and telephone number, including area code, of agent for service)


S-8 - 401(k) Savings Plan   29038.2
November 9, 2001


<PAGE>
<TABLE>
<CAPTION>

                                                  CALCULATION OF REGISTRATION FEE

================================================================================================================================
                                                               Proposed
                                            Amount             Maximum                Proposed maximum          Amount of
Title of securities                         To be              offering               aggregate                 registration
to be registered                            Registered         price per share        offering price            fee

--------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                <C>                    <C>                       <C>
Common Stock of 50(cent) par
value ("JCPenney Common Stock")
of J. C. Penney Company, Inc.
("JCPenney" or "Registrant"),
including the associated rights to
purchase shares of the Company's
Series A Junior Participating               500,000             $ 23.51(2)             $ 11,755,000(2)           $ 2,939(2)
Preferred Stock, without par value          shares
("Rights")(1)
================================================================================================================================
</TABLE>

Pursuant to Rule 416(c) 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 amount of interests to be offered or
sold pursuant to the Eckerd Corporation 401(k) Savings Plan (the "Plan")
described herein.

(1) 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.

(2) 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 November 6, 2001.

S-8 - 401(k) Savings Plan   29038.2
November 9, 2001


<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 by the Company and the Plan into this
Registration Statement:

         (1) The Company's Annual Report on Form 10-K for the 52 weeks ended
January 27, 2001.

         (2) The Annual Report on Form 10-K of J. C. Penney Funding Corporation
("Funding") for the 52 weeks ended January 27, 2001.

         (3) All documents subsequently filed by the Company, Funding and the
Plan 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, as amended, the Company's Bylaws, and the
Rights Agreement between the Company and Mellon Investor Services LLC (formerly
ChaseMellon Shareholder Services L.L.C.), as Rights Agent, dated effective as of
March 26, 1999 (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.

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 the shares of 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

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       1

<PAGE>

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, as amended,
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 November 7, 2001, 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
November 7, 2001, 647,017,40 shares of Series B Preferred Stock were issued and
outstanding.

Rights; Series A Preferred Stock

         On March 10, 1999, the Board of Directors of the Company declared a
dividend distribution of one preferred stock purchase right for each outstanding
share of JCPenney Common Stock held by stockholders of record on March 26, 1999
(the "Record Date"). Each Right entitles the registered holder to purchase from
the Company one one-thousandth (1/1,000) of a share of Series A Preferred Stock
at a price of $140 per one one-thousandth (1/1,000) of a share (the "Exercise
Price"). The description and terms of the Rights are set forth in the JCPenney
Rights Agreement.

         The Rights, unless earlier redeemed by the Board of Directors, become
exercisable upon the close of business on the day (the "Distribution Date")
which is the earlier of (i) the tenth day following the first date (the "Stock
Acquisition Date")

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       2

<PAGE>


on which there is a public announcement that a person or group of affiliated or
associated persons, with certain exceptions set forth below, has acquired
beneficial ownership of 15% or more of the outstanding voting stock of the
Company (an "Acquiring Person") or such earlier or later date (not beyond the
thirtieth day after the Stock Acquisition Date) as the Board of Directors may
determine or (ii) the tenth business day (or such later date as may be
determined by the Board of Directors prior to such time as any person or group
of affiliated or associated persons becomes an Acquiring Person) after the date
of the commencement or announcement of a person's or group's intention to
commence a tender or exchange offer the consummation of which would result in
the ownership of 15% or more of the Company's outstanding voting stock (even if
no shares are actually purchased pursuant to such offer); prior thereto, the
Rights will not be exercisable, will not be represented by a separate
certificate, and will not be transferable apart from the JCPenney Common Stock,
but will instead be evidenced, (i) with respect to any of the shares of JCPenney
Common Stock held in uncertificated book-entry form (a "Book-Entry") outstanding
as of the Record Date, by such Book-Entry and (ii) with respect to the shares of
JCPenney Common Stock evidenced by JCPenney Common Stock certificates
outstanding as of the Record Date, by such JCPenney Common Stock certificate,
together with a copy of the Summary of Rights. An Acquiring Person does not
include (A) the Company, (B) any subsidiary of the Company, (C) any employee
benefit plan or employee stock plan of the Company or of any subsidiary of the
Company, or any trust or other entity organized, appointed, established or
holding JCPenney Common Stock for or pursuant to the terms of any such plan or
(D) any person or group whose ownership of 15% or more of the shares of voting
stock of the Company then outstanding results solely from (i) any action or
transaction or transactions approved by the Board of Directors before such
person or group became an Acquiring Person or (ii) a reduction in the number of
outstanding shares of voting stock of the Company pursuant to a transaction or
transactions approved by the Board of Directors (provided that any person or
group that does not become an Acquiring Person by reason of clause (i) or (ii)
above shall become an Acquiring Person upon acquisition of an additional 1% or
more of the Company's voting stock then outstanding unless such acquisition of
additional voting stock will not result in such person or group becoming an
Acquiring Person by reason of such clause (i) or (ii). For purposes of the
foregoing, outstanding voting stock of the Company includes voting stock that
trades on a "when issued" basis on a national securities exchange or on the
National Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ").

         Until the Distribution Date (or earlier redemption or expiration of the
Rights), JCPenney Common Stock certificates issued after March 26, 1999 will
contain a legend incorporating the Rights Agreement by reference. Until the
Distribution Date

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       3

<PAGE>

(or earlier redemption or expiration of the Rights), transfer on the Company's
Direct Registration System of any JCPenney Common Stock represented by a
Book-Entry or a certificate outstanding as of March 26, 1999, and, in each case,
with or without a copy of the Summary of Rights attached thereto, will also
constitute the transfer of the Rights associated with the JCPenney Common Stock
represented by such Book-Entry or certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the JCPenney Common Stock
as of the close of business on the Distribution Date and such separate Rights
Certificates alone will evidence the Rights from and after the Distribution
Date.

         The Rights are not exercisable until the Distribution Date. Unless
earlier redeemed by the Company as described below, the Rights will expire at
the close of business on March 26, 2009 (the "Expiration Date") (or, if the
Distribution Date shall have occurred before March 26, 2009, at the close of
business on the 90th day following the Distribution Date).

         The Series A Preferred Stock is nonredeemable and, unless otherwise
provided in connection with the creation of a subsequent series of preferred
stock (i) subordinate to any other series of the Company's preferred stock and
(ii) senior to the JCPenney Common Stock. The Series A Preferred Stock may not
be issued except upon exercise of Rights. Each share of Series A Preferred Stock
will be entitled to receive when, as and if declared, a quarterly dividend in an
amount equal to (i) 1,000 times the cash dividends declared on the JCPenney
Common Stock, and (ii) a preferential cash dividend, if any, in preference to
holders of JCPenney Common Stock in an amount equal to $50.00 per share of
Series A Preferred Stock less the per share amount of all cash dividends
declared on the Series A Preferred Stock pursuant to clause (i) since the
immediately preceding quarterly dividend payment date. In addition, Series A
Preferred Stock is entitled to 1,000 times any noncash dividends (other than
dividends payable in equity securities) declared on the JCPenney Common Stock,
in like kind. In the event of the liquidation of the Company, the holders of
Series A Preferred Stock will be entitled to receive, for each share of Series A
Preferred Stock, a payment in an amount equal to the greater of $1.00 per one
one-thousandth of a share plus accrued and unpaid dividends and distributions
thereon or 1,000 times the payment made per share of JCPenney Common Stock. Each
share of Series A Preferred Stock will have 1,000 votes, voting together with
the JCPenney Common Stock. In the event of any merger, consolidation or other
transaction in which JCPenney Common Stock is exchanged, each share of Series A
Preferred Stock will be entitled to receive 1,000 times the amount received per
share of JCPenney Common Stock. The rights of Series A Preferred Stock as to
dividends, liquidation and voting are protected by anti-dilution provisions.

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       4

<PAGE>

If the dividends accrued on the Series A Preferred Stock for four or more
quarterly dividend periods, whether consecutive or not, shall not have been
declared and paid or irrevocably set aside for payment, the holders of record of
the Preferred Stock of the Company of all series (including the Series A
Preferred Stock) will have the right to elect two members to the Company's Board
of Directors.

         The number of shares of Series A Preferred Stock issuable upon exercise
of the Rights is subject to certain adjustments from time to time in the event
of a stock dividend on, or a subdivision or combination of, the JCPenney Common
Stock. The Exercise Price for the Rights is subject to adjustment in the event
of extraordinary distributions of cash or other property to holders of JCPenney
Common Stock.

         Unless the Rights are earlier redeemed, in the event that, after the
time that a Person becomes an Acquiring Person, the Company were to be acquired
in a merger or other business combination (in which any shares of 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) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision will be made
so that each holder of record, other than the Acquiring Person, of a Right will
from and after such date have the right to receive, upon payment of the Exercise
Price, that number of shares of common stock of the acquiring company having a
market value at the time of such transaction equal to two times the Exercise
Price.

         In addition, unless the Rights are earlier redeemed, in the event that
a person or group becomes an Acquiring Person, the Rights Agreement provides
that proper provision will be made so that each holder of record of a Right,
other than the Acquiring Person (whose Rights will thereupon become null and
void), will thereafter have the right to receive, upon payment of the Exercise
Price, that number of one one-thousandths of a share of Series A Preferred Stock
having a market value at the time of the transaction equal to two times the
Exercise Price (such market value to be determined with reference to the market
value of the JCPenney Common Stock as provided in the Rights Agreement).

         At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding voting stock, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one share of JCPenney Common
Stock per Right (subject to adjustment).

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       5


<PAGE>


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

         At any time on or prior to the close of business on the earlier of (i)
the tenth day after the Stock Acquisition Date (or such later date as a majority
of the Board of Directors may determine) or (ii) the Expiration Date, the
Company may redeem the Rights in whole, but not in part, at a price of $0.005
per Right (the "Redemption Price"). Immediately upon the effective time of the
action of the Board of Directors of the Company authorizing redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.

         For as long as the Rights are then redeemable, the Company may amend
the Rights in any manner, including an amendment to extend the time period in
which the Rights may be redeemed. At any time when the Rights are not then
redeemable, the Company may amend the Rights in any manner that does not
materially adversely affect the interests of holders of the Rights as such.

         A committee of the Company's Directors who are neither officers,
employees nor affiliates of the Company will review the Rights Plan at least
every three years and, if a majority of these Directors deems it appropriate,
may recommend a modification or termination of the Rights Plan.

         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.

                  As long as the Rights are attached to the JCPenney Common
Stock, the Company will issue one Right with each new share of JCPenney Common
Stock so that all such shares will have Rights attached. The Company's Board of
Directors has reserved for issuance upon exercise of the Rights 1,600,000 shares
of Series A Preferred Stock.

         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.

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       6

<PAGE>


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 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

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       7

<PAGE>


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 redemption
price (payable in cash or securities or a combination thereof) 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 $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

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       8

<PAGE>


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 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 October 31, 2001, Mr. Lotter
owned 22,569 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, Profit-Sharing and Stock Ownership Plan. As of October 31,
2001, Mr. Lotter had outstanding options to purchase 196,000 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'

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       9

<PAGE>


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.

         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 Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit (3)(i) to the Company's Annual Report on
Form 10-K for the 52-week period ended January 30, 1999).

4.2 Bylaws of the Company, as amended to February 14, 2001 (incorporated by
reference to Exhibit 3(ii) to the Company's Annual Report on Form 10-K for the
52-week period ended January 27, 2001*).

4.3 Indenture, dated as of October 1, 1982, between the Company and U.S. Bank
Trust National Association (formerly First Trust of California, National
Association) (as Successor Trustee to Bank of America National Trust and Savings
Association)(incorporated by

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       10

<PAGE>

reference to Exhibit 4(a) to the Company's Annual Report on Form 10-K for the 52
week period ended January 29, 1994*).

4.4 First Supplemental Indenture, dated as of March 15, 1983, between the
Company and U.S. Bank Trust National Association (formerly 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*).

4.5 Second Supplemental Indenture, dated as of May 1, 1984, between the Company
and U.S. Bank Trust National Association (formerly 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*).

4.6 Third Supplemental Indenture, dated as of March 7, 1986, between the Company
and U.S. Bank Trust National Association (formerly 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).

4.7 Fourth Supplemental Indenture, dated as of June 7, 1991, between the Company
and U.S. Bank Trust National Association (formerly 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).

4.8 Indenture, dated as of April 1, 1994, between the Company and U.S. Bank
Trust National Association (formerly 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).

4.9 Rights Agreement, dated as of March 26, 1999, between the Company and
ChaseMellon Shareholder Services L.L.C., as Rights Agent (incorporated by
reference to Exhibit 4 to the Company's Current Report on Form 8-K dated March
10, 1999*).

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

5.2 In lieu of an opinion of counsel concerning compliance with the requirements
of the Employee Retirement Income Security Act of

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       11


<PAGE>

1974, as amended, and an Internal Revenue Service determination letter that the
Plan is qualified under Sectin 401 of the Internal Revenue Code, the registrant
has submitted the Plan to and any amendments thereto to the Internal Revenue
Service in a timely manner and hereby undertakes to make all changes required by
the Internal Revenue Service in order to qualify the Plan.

23.1     Consent of KPMG LLP.

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

24.1     Power of Attorney.


 * Commission File No. 1-777

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;

                        (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.

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       12

<PAGE>


                  (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 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.

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       13


<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 9th day of
November, 2001.

                                                J. C. PENNEY COMPANY, INC.





                                                By:  /s/ C. R. Lotter
                                                   ---------------------------
                                                   C. R. Lotter
                                                   Executive Vice President,
                                                   Secretary and General Counsel

         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

A. I. Questrom*            Chairman of the Board                November 9, 2001
-------------------        and Chief Executive Officer
A. I. Questrom            (principal executive
                           officer); Director


R. B. Cavanaugh*           Executive Vice President             November 9, 2001
-------------------        and Chief Financial Officer
R. B. Cavanaugh            (principal financial officer)


W. J. Alcorn*              Vice President and                   November 9, 2001
-------------------        Controller (principal
W. J. Alcorn               accounting officer)


/s/ C. R. Lotter           Executive Vice President,            November 9, 2001
-------------------        Secretary and General Counsel
C. R. Lotter


                           Director                             November 9, 2001
-------------------
M. A. Burns


T. J. Engibous*            Director                             November 9, 2001
-------------------
T. J. Engibous


K. B. Foster*              Director                             November 9, 2001
-------------------
K. B. Foster

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       14


<PAGE>

V. E. Jordan, Jr.*         Director                             November 9, 2001
-------------------
V. E. Jordan, Jr.


J. C. Pfeiffer*            Director                             November 9, 2001
-------------------
J. C. Pfeiffer


A. W. Richards*            Director                             November 9, 2001
-------------------
A. W. Richards


C. S. Sanford, Jr.*        Director                             November 9, 2001
-------------------
C. S. Sanford, Jr.


R. G. Turner*              Director                             November 9, 2001
-------------------
R. G. Turner



         * By: /s/ C. R. Lotter
              ----------------------
               C. R. Lotter
               Attorney-in-fact







S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       15


<PAGE>

                                   SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Act of 1933, the
     --------
Plan 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 this 9th day of November, 2001.

                                ECKERD CORPORATION 401(K) SAVINGS PLAN



                                By: /s/ Kenneth R. O'Leary
                                   ----------------------------------------
                                   Kenneth R. O'Leary
                                   Vice President of Human Resources,
                                   Eckerd Corporation

                                       16

<PAGE>

         EXHIBIT INDEX

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

4.1 Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit (3)(i) to the Company's Annual Report on
Form 10-K for the 52-week period ended January 30, 1999).

4.2 Bylaws of the Company, as amended to February 14, 2001 (incorporated by
reference to Exhibit 3(ii) to the Company's Annual Report on Form 10-K for the
52-week period ended January 27, 2001*).

4.3 Indenture, dated as of October 1, 1982, between the Company and U.S. Bank
Trust National Association (formerly 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*).

4.4 First Supplemental Indenture, dated as of March 15, 1983, between the
Company and U.S. Bank Trust National Association (formerly 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*).

4.5 Second Supplemental Indenture, dated as of May 1, 1984, between the Company
and U.S. Bank Trust National Association (formerly 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*).

4.6 Third Supplemental Indenture, dated as of March 7, 1986, between the Company
and U.S. Bank Trust National Association (formerly 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).

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001

                                       17


<PAGE>

4.7 Fourth Supplemental Indenture, dated as of June 7, 1991, between the Company
and U.S. Bank Trust National Association (formerly 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).

4.8 Indenture, dated as of April 1, 1994, between the Company and U.S. Bank
Trust National Association (formerly 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).

4.9 Indenture, dated as of October 9, 2001, between the Company and The Bank of
New York. The Company hereby agrees to furnish a copy of this indenture to the
Commission upon request.

4.10 Rights Agreement, dated as of March 26, 1999, between the Company and
ChaseMellon Shareholder Services L.L.C., as Rights Agent (incorporated by
reference to Exhibit 4 to the Company's Current Report on Form 8-K dated March
10, 1999*).

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

5.2 In lieu of an opinion of counsel concerning compliance with the requirements
of the Employee Retirement Income Security Act of 1974, as amended, and an
Internal Revenue Service determination letter that the Plan is qualified under
Sectin 401 of the Internal Revenue Code, the registrant has submitted the Plan
to and any amendments thereto to the Internal Revenue Service in a timely manner
and hereby undertakes to make all changes required by the Internal Revenue
Service in order to qualify the Plan.

23.1     Consent of KPMG LLP.

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

24.1     Power of Attorney.



 * Commission File No. 1-777











S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001

                                       18
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 48120}]
{"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": "333-73140", "film-number": "1780856"}, "business-address": {"street1": "6501 LEGACY DR", "city": "PLANO", "state": "TX", "zip": "75024-3698", "phone": "9724311000"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON November 9, 2001

                                                    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 of             (I.R.S. Employer Identification No.)
incorporation or organization)

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

                               ECKERD CORPORATION
                               401(k) SAVINGS PLAN
                            (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 75024-0005
                                 (972) 431-1201
(Name, address, and telephone number, including area code, of agent for service)

S-8 - 401(k) Savings Plan   29038.2
November 9, 2001
CALCULATION OF REGISTRATION FEE

================================================================================================================================
                                                               Proposed
                                            Amount             Maximum                Proposed maximum          Amount of
Title of securities                         To be              offering               aggregate                 registration
to be registered                            Registered         price per share        offering price            fee

--------------------------------------------------------------------------------------------------------------------------------
Common Stock of 50(cent) par
value ("JCPenney Common Stock")
of J. C. Penney Company, Inc.
("JCPenney" or "Registrant"),
including the associated rights to
purchase shares of the Company's
Series A Junior Participating               500,000             $ 23.51(2)             $ 11,755,000(2)           $ 2,939(2)
Preferred Stock, without par value          shares
("Rights")(1)
================================================================================================================================
Pursuant to Rule 416(c) 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 amount of interests to be offered or
sold pursuant to the Eckerd Corporation 401(k) Savings Plan (the "Plan")
described herein.

(1) 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.

(2) 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 November 6, 2001.

S-8 - 401(k) Savings Plan   29038.2
November 9, 2001
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 by the Company and the Plan into this
Registration Statement:

         (1) The Company's Annual Report on Form 10-K for the 52 weeks ended
January 27, 2001.

         (2) The Annual Report on Form 10-K of J. C. Penney Funding Corporation
("Funding") for the 52 weeks ended January 27, 2001.

         (3) All documents subsequently filed by the Company, Funding and the
Plan 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, as amended, the Company's Bylaws, and the
Rights Agreement between the Company and Mellon Investor Services LLC (formerly
ChaseMellon Shareholder Services L.L.C.), as Rights Agent, dated effective as of
March 26, 1999 (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.

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 the shares of 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

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       1
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, as amended,
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 November 7, 2001, 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
November 7, 2001, 647,017,40 shares of Series B Preferred Stock were issued and
outstanding.

Rights; Series A Preferred Stock

         On March 10, 1999, the Board of Directors of the Company declared a
dividend distribution of one preferred stock purchase right for each outstanding
share of JCPenney Common Stock held by stockholders of record on March 26, 1999
(the "Record Date"). Each Right entitles the registered holder to purchase from
the Company one one-thousandth (1/1,000) of a share of Series A Preferred Stock
at a price of $140 per one one-thousandth (1/1,000) of a share (the "Exercise
Price"). The description and terms of the Rights are set forth in the JCPenney
Rights Agreement.

         The Rights, unless earlier redeemed by the Board of Directors, become
exercisable upon the close of business on the day (the "Distribution Date")
which is the earlier of (i) the tenth day following the first date (the "Stock
Acquisition Date")

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       2
on which there is a public announcement that a person or group of affiliated or
associated persons, with certain exceptions set forth below, has acquired
beneficial ownership of 15% or more of the outstanding voting stock of the
Company (an "Acquiring Person") or such earlier or later date (not beyond the
thirtieth day after the Stock Acquisition Date) as the Board of Directors may
determine or (ii) the tenth business day (or such later date as may be
determined by the Board of Directors prior to such time as any person or group
of affiliated or associated persons becomes an Acquiring Person) after the date
of the commencement or announcement of a person's or group's intention to
commence a tender or exchange offer the consummation of which would result in
the ownership of 15% or more of the Company's outstanding voting stock (even if
no shares are actually purchased pursuant to such offer); prior thereto, the
Rights will not be exercisable, will not be represented by a separate
certificate, and will not be transferable apart from the JCPenney Common Stock,
but will instead be evidenced, (i) with respect to any of the shares of JCPenney
Common Stock held in uncertificated book-entry form (a "Book-Entry") outstanding
as of the Record Date, by such Book-Entry and (ii) with respect to the shares of
JCPenney Common Stock evidenced by JCPenney Common Stock certificates
outstanding as of the Record Date, by such JCPenney Common Stock certificate,
together with a copy of the Summary of Rights. An Acquiring Person does not
include (A) the Company, (B) any subsidiary of the Company, (C) any employee
benefit plan or employee stock plan of the Company or of any subsidiary of the
Company, or any trust or other entity organized, appointed, established or
holding JCPenney Common Stock for or pursuant to the terms of any such plan or
(D) any person or group whose ownership of 15% or more of the shares of voting
stock of the Company then outstanding results solely from (i) any action or
transaction or transactions approved by the Board of Directors before such
person or group became an Acquiring Person or (ii) a reduction in the number of
outstanding shares of voting stock of the Company pursuant to a transaction or
transactions approved by the Board of Directors (provided that any person or
group that does not become an Acquiring Person by reason of clause (i) or (ii)
above shall become an Acquiring Person upon acquisition of an additional 1% or
more of the Company's voting stock then outstanding unless such acquisition of
additional voting stock will not result in such person or group becoming an
Acquiring Person by reason of such clause (i) or (ii). For purposes of the
foregoing, outstanding voting stock of the Company includes voting stock that
trades on a "when issued" basis on a national securities exchange or on the
National Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ").

         Until the Distribution Date (or earlier redemption or expiration of the
Rights), JCPenney Common Stock certificates issued after March 26, 1999 will
contain a legend incorporating the Rights Agreement by reference. Until the
Distribution Date

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       3
(or earlier redemption or expiration of the Rights), transfer on the Company's
Direct Registration System of any JCPenney Common Stock represented by a
Book-Entry or a certificate outstanding as of March 26, 1999, and, in each case,
with or without a copy of the Summary of Rights attached thereto, will also
constitute the transfer of the Rights associated with the JCPenney Common Stock
represented by such Book-Entry or certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the JCPenney Common Stock
as of the close of business on the Distribution Date and such separate Rights
Certificates alone will evidence the Rights from and after the Distribution
Date.

         The Rights are not exercisable until the Distribution Date. Unless
earlier redeemed by the Company as described below, the Rights will expire at
the close of business on March 26, 2009 (the "Expiration Date") (or, if the
Distribution Date shall have occurred before March 26, 2009, at the close of
business on the 90th day following the Distribution Date).

         The Series A Preferred Stock is nonredeemable and, unless otherwise
provided in connection with the creation of a subsequent series of preferred
stock (i) subordinate to any other series of the Company's preferred stock and
(ii) senior to the JCPenney Common Stock. The Series A Preferred Stock may not
be issued except upon exercise of Rights. Each share of Series A Preferred Stock
will be entitled to receive when, as and if declared, a quarterly dividend in an
amount equal to (i) 1,000 times the cash dividends declared on the JCPenney
Common Stock, and (ii) a preferential cash dividend, if any, in preference to
holders of JCPenney Common Stock in an amount equal to $50.00 per share of
Series A Preferred Stock less the per share amount of all cash dividends
declared on the Series A Preferred Stock pursuant to clause (i) since the
immediately preceding quarterly dividend payment date. In addition, Series A
Preferred Stock is entitled to 1,000 times any noncash dividends (other than
dividends payable in equity securities) declared on the JCPenney Common Stock,
in like kind. In the event of the liquidation of the Company, the holders of
Series A Preferred Stock will be entitled to receive, for each share of Series A
Preferred Stock, a payment in an amount equal to the greater of $1.00 per one
one-thousandth of a share plus accrued and unpaid dividends and distributions
thereon or 1,000 times the payment made per share of JCPenney Common Stock. Each
share of Series A Preferred Stock will have 1,000 votes, voting together with
the JCPenney Common Stock. In the event of any merger, consolidation or other
transaction in which JCPenney Common Stock is exchanged, each share of Series A
Preferred Stock will be entitled to receive 1,000 times the amount received per
share of JCPenney Common Stock. The rights of Series A Preferred Stock as to
dividends, liquidation and voting are protected by anti-dilution provisions.

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       4
If the dividends accrued on the Series A Preferred Stock for four or more
quarterly dividend periods, whether consecutive or not, shall not have been
declared and paid or irrevocably set aside for payment, the holders of record of
the Preferred Stock of the Company of all series (including the Series A
Preferred Stock) will have the right to elect two members to the Company's Board
of Directors.

         The number of shares of Series A Preferred Stock issuable upon exercise
of the Rights is subject to certain adjustments from time to time in the event
of a stock dividend on, or a subdivision or combination of, the JCPenney Common
Stock. The Exercise Price for the Rights is subject to adjustment in the event
of extraordinary distributions of cash or other property to holders of JCPenney
Common Stock.

         Unless the Rights are earlier redeemed, in the event that, after the
time that a Person becomes an Acquiring Person, the Company were to be acquired
in a merger or other business combination (in which any shares of 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) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision will be made
so that each holder of record, other than the Acquiring Person, of a Right will
from and after such date have the right to receive, upon payment of the Exercise
Price, that number of shares of common stock of the acquiring company having a
market value at the time of such transaction equal to two times the Exercise
Price.

         In addition, unless the Rights are earlier redeemed, in the event that
a person or group becomes an Acquiring Person, the Rights Agreement provides
that proper provision will be made so that each holder of record of a Right,
other than the Acquiring Person (whose Rights will thereupon become null and
void), will thereafter have the right to receive, upon payment of the Exercise
Price, that number of one one-thousandths of a share of Series A Preferred Stock
having a market value at the time of the transaction equal to two times the
Exercise Price (such market value to be determined with reference to the market
value of the JCPenney Common Stock as provided in the Rights Agreement).

         At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding voting stock, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one share of JCPenney Common
Stock per Right (subject to adjustment).

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       5
Fractions of shares of Series A Preferred Stock (other than fractions
which are integral multiples of one one-thousandth of a share) may, at the
election of the Company, be evidenced by depositary receipts. The Company may
also issue cash in lieu of fractional shares which are not integral multiples of
one one-thousandth of a share.

         At any time on or prior to the close of business on the earlier of (i)
the tenth day after the Stock Acquisition Date (or such later date as a majority
of the Board of Directors may determine) or (ii) the Expiration Date, the
Company may redeem the Rights in whole, but not in part, at a price of $0.005
per Right (the "Redemption Price"). Immediately upon the effective time of the
action of the Board of Directors of the Company authorizing redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.

         For as long as the Rights are then redeemable, the Company may amend
the Rights in any manner, including an amendment to extend the time period in
which the Rights may be redeemed. At any time when the Rights are not then
redeemable, the Company may amend the Rights in any manner that does not
materially adversely affect the interests of holders of the Rights as such.

         A committee of the Company's Directors who are neither officers,
employees nor affiliates of the Company will review the Rights Plan at least
every three years and, if a majority of these Directors deems it appropriate,
may recommend a modification or termination of the Rights Plan.

         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.

                  As long as the Rights are attached to the JCPenney Common
Stock, the Company will issue one Right with each new share of JCPenney Common
Stock so that all such shares will have Rights attached. The Company's Board of
Directors has reserved for issuance upon exercise of the Rights 1,600,000 shares
of Series A Preferred Stock.

         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.

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       6
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 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

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       7
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 redemption
price (payable in cash or securities or a combination thereof) 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 $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

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       8
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 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 October 31, 2001, Mr. Lotter
owned 22,569 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, Profit-Sharing and Stock Ownership Plan. As of October 31,
2001, Mr. Lotter had outstanding options to purchase 196,000 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'

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       9
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.

         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 Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit (3)(i) to the Company's Annual Report on
Form 10-K for the 52-week period ended January 30, 1999).

4.2 Bylaws of the Company, as amended to February 14, 2001 (incorporated by
reference to Exhibit 3(ii) to the Company's Annual Report on Form 10-K for the
52-week period ended January 27, 2001*).

4.3 Indenture, dated as of October 1, 1982, between the Company and U.S. Bank
Trust National Association (formerly First Trust of California, National
Association) (as Successor Trustee to Bank of America National Trust and Savings
Association)(incorporated by

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       10
reference to Exhibit 4(a) to the Company's Annual Report on Form 10-K for the 52
week period ended January 29, 1994*).

4.4 First Supplemental Indenture, dated as of March 15, 1983, between the
Company and U.S. Bank Trust National Association (formerly 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*).

4.5 Second Supplemental Indenture, dated as of May 1, 1984, between the Company
and U.S. Bank Trust National Association (formerly 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*).

4.6 Third Supplemental Indenture, dated as of March 7, 1986, between the Company
and U.S. Bank Trust National Association (formerly 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).

4.7 Fourth Supplemental Indenture, dated as of June 7, 1991, between the Company
and U.S. Bank Trust National Association (formerly 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).

4.8 Indenture, dated as of April 1, 1994, between the Company and U.S. Bank
Trust National Association (formerly 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).

4.9 Rights Agreement, dated as of March 26, 1999, between the Company and
ChaseMellon Shareholder Services L.L.C., as Rights Agent (incorporated by
reference to Exhibit 4 to the Company's Current Report on Form 8-K dated March
10, 1999*).

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

5.2 In lieu of an opinion of counsel concerning compliance with the requirements
of the Employee Retirement Income Security Act of

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       11
1974, as amended, and an Internal Revenue Service determination letter that the
Plan is qualified under Sectin 401 of the Internal Revenue Code, the registrant
has submitted the Plan to and any amendments thereto to the Internal Revenue
Service in a timely manner and hereby undertakes to make all changes required by
the Internal Revenue Service in order to qualify the Plan.

23.1     Consent of KPMG LLP.

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

24.1     Power of Attorney.

 * Commission File No. 1-777

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;

                        (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.

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       12
(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 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.

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       13
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 9th day of
November, 2001.

                                                J. C. PENNEY COMPANY, INC.

                                                By:  /s/ C. R. Lotter
                                                   ---------------------------
                                                   C. R. Lotter
                                                   Executive Vice President,
                                                   Secretary and General Counsel

         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

A. I. Questrom*            Chairman of the Board                November 9, 2001
-------------------        and Chief Executive Officer
A. I. Questrom            (principal executive
                           officer); Director

R. B. Cavanaugh*           Executive Vice President             November 9, 2001
-------------------        and Chief Financial Officer
R. B. Cavanaugh            (principal financial officer)

W. J. Alcorn*              Vice President and                   November 9, 2001
-------------------        Controller (principal
W. J. Alcorn               accounting officer)

/s/ C. R. Lotter           Executive Vice President,            November 9, 2001
-------------------        Secretary and General Counsel
C. R. Lotter

                           Director                             November 9, 2001
-------------------
M. A. Burns

T. J. Engibous*            Director                             November 9, 2001
-------------------
T. J. Engibous

K. B. Foster*              Director                             November 9, 2001
-------------------
K. B. Foster

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       14
V. E. Jordan, Jr.*         Director                             November 9, 2001
-------------------
V. E. Jordan, Jr.

J. C. Pfeiffer*            Director                             November 9, 2001
-------------------
J. C. Pfeiffer

A. W. Richards*            Director                             November 9, 2001
-------------------
A. W. Richards

C. S. Sanford, Jr.*        Director                             November 9, 2001
-------------------
C. S. Sanford, Jr.

R. G. Turner*              Director                             November 9, 2001
-------------------
R. G. Turner

         * By: /s/ C. R. Lotter
              ----------------------
               C. R. Lotter
               Attorney-in-fact

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001
                                       15
SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Act of 1933, the
     --------
Plan 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 this 9th day of November, 2001.

                                ECKERD CORPORATION 401(K) SAVINGS PLAN

                                By: /s/ Kenneth R. O'Leary
                                   ----------------------------------------
                                   Kenneth R. O'Leary
                                   Vice President of Human Resources,
                                   Eckerd Corporation

                                       16
EXHIBIT INDEX

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

4.1 Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit (3)(i) to the Company's Annual Report on
Form 10-K for the 52-week period ended January 30, 1999).

4.2 Bylaws of the Company, as amended to February 14, 2001 (incorporated by
reference to Exhibit 3(ii) to the Company's Annual Report on Form 10-K for the
52-week period ended January 27, 2001*).

4.3 Indenture, dated as of October 1, 1982, between the Company and U.S. Bank
Trust National Association (formerly 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*).

4.4 First Supplemental Indenture, dated as of March 15, 1983, between the
Company and U.S. Bank Trust National Association (formerly 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*).

4.5 Second Supplemental Indenture, dated as of May 1, 1984, between the Company
and U.S. Bank Trust National Association (formerly 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*).

4.6 Third Supplemental Indenture, dated as of March 7, 1986, between the Company
and U.S. Bank Trust National Association (formerly 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).

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001

                                       17
4.7 Fourth Supplemental Indenture, dated as of June 7, 1991, between the Company
and U.S. Bank Trust National Association (formerly 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).

4.8 Indenture, dated as of April 1, 1994, between the Company and U.S. Bank
Trust National Association (formerly 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).

4.9 Indenture, dated as of October 9, 2001, between the Company and The Bank of
New York. The Company hereby agrees to furnish a copy of this indenture to the
Commission upon request.

4.10 Rights Agreement, dated as of March 26, 1999, between the Company and
ChaseMellon Shareholder Services L.L.C., as Rights Agent (incorporated by
reference to Exhibit 4 to the Company's Current Report on Form 8-K dated March
10, 1999*).

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

5.2 In lieu of an opinion of counsel concerning compliance with the requirements
of the Employee Retirement Income Security Act of 1974, as amended, and an
Internal Revenue Service determination letter that the Plan is qualified under
Sectin 401 of the Internal Revenue Code, the registrant has submitted the Plan
to and any amendments thereto to the Internal Revenue Service in a timely manner
and hereby undertakes to make all changes required by the Internal Revenue
Service in order to qualify the Plan.

23.1     Consent of KPMG LLP.

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

24.1     Power of Attorney.

 * Commission File No. 1-777

S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001

                                       18