UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-Q

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                
         For the quarterly period ended November 2, 1996
                                
                 Commission File Number:  0-6731
                                
                      C.R. ANTHONY COMPANY
     (Exact name of registrant as specified in its charter)
                                
             Oklahoma                      73-0129405
 (State or other jurisdiction of        (I.R.S. Employer
  incorporation or organization)       Identification No.)
                                                
 701 N. Broadway, Oklahoma City,              73102
             Oklahoma
 (Address of principal executive           (Zip Code)
             offices)
                                
Registrant's telephone number, including area code:(405) 278-7400

      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes  [ X ]    No  [   ]

      Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13,  or
15(d)  of the Securities Exchange Act of 1934 subsequent  to  the
distribution  of securities under a plan confirmed  by  a  court.
Yes  [ X ]  No [   ]
                                
Number of shares of Common Stock outstanding as of December 10, 1996
                          9,035,645
                                
   PART I - FINANCIAL INFORMATION
                                                                            
ITEM 1.  FINANCIAL STATEMENTS                                               
                                                                            
C. R. ANTHONY COMPANY AND SUBSIDIARY                                        
                                                                            
CONSOLIDATED BALANCE SHEETS                                                 
(Unaudited)                                                                 
(Dollars in Thousands)                                                      
                                                                           
                                      November 2,  October 29,  February 3, 
ASSETS                                    1996       1995          1996    
                                                                            
CURRENT ASSETS:                                                             
    Cash and cash equivalents          $    5,263   $    3,257   $    2,654 
    Accounts receivable, less                                               
     allowance for doubtful accounts
     of $100                                6,937        6,662        2,353 
    Merchandise inventories               103,284      102,470       84,438 
    Other assets                            2,076          997        1,620 
    Deferred income taxes                   1,327        2,396        1,849 
                                                                            
          Total current assets            118,887      115,782       92,914 
                                                                            
PROPERTY AND EQUIPMENT, net                15,891       16,292       15,331 
                                                                            
OTHER ASSETS                                  317          338          376 
                                                                            
DEFERRED INCOME TAXES                       8,193        9,473        8,439 
                                                                            
TOTAL                                 $   143,288  $   141,885  $   117,060 
                                                                            
LIABILITIES AND STOCKHOLDERS' EQUITY                                        
                                                                            
CURRENT LIABILITIES:                                                        
    Accounts payable                  $    30,798  $    28,968  $    14,562 
    Other liabilities                       9,876        8,503        6,673 
    Accrued compensation                    2,748        1,497        1,889 
    Income taxes payable                                                522 
    Current maturities of long-term                                         
     debt                                   12,307      17,828        7,069
                                                                            
          Total current liabilities        55,729       56,796       30,715 
                                                                            
LONG-TERM DEBT, less current                                                
maturities                                  18,107      20,281       18,114
                                                                            
OTHER LIABILITIES                           1,024        1,167        1,096 
                                                                            
COMMITMENTS AND CONTINGENCIES                                               
                                                                            
STOCKHOLDERS' EQUITY:                                                       
    Common stock, $.01 par value;                                           
     50,000,000 shares authorized;
     9,035,645,  9,005,245, and                                             
     9,005,245 shares issued and
     outstanding                               90           90           90 
    Additional paid-in capital             57,307       57,216       57,216 
    Retained earnings                      11,031        6,335        9,829 
                                                                            
          Total stockholders' equity       68,428       63,641       67,135 
                                                                            
TOTAL                                 $   143,288  $   141,885  $   117,060 
                                                                            
See notes to consolidated financial statements.


C. R. ANTHONY COMPANY AND SUBSIDIARY                                          
                                                                              
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)                                                                   
(Dollars in Thousands, except per share amounts)
                                                                              
                                                                             
                                   For the                   For the          
                                   Thirteen                Thirty-nine
                                 Weeks Ended               Weeks Ended    
                           November 2,  October 29,  November 2,   October 29,  
                                  1996         1995         1996       1995     
                                                                               
NET SALES               $        68,805   $   71,893  $   202,683    $211,437   

COST OF GOODS SOLD               47,120       49,865      137,106     144,941 
                                                                               
GROSS MARGIN                     21,685       22,028       65,577      66,496 
                                                                               
EXPENSES:                                                                      
    Selling, general and                                                       
     administrative               17,461      18,012       50,976      53,732
    Advertising                    2,826       3,632        7,921       9,958 
    Depreciation and                                                           
     amortization                  1,058         993        3,311       3,182
    Interest                         474         680        1,399       1,932 
                                                                               
            Total expenses        21,819      23,317       63,607      68,804 
                                                                               
INCOME (LOSS) BEFORE INCOME                                                    
TAXES                               (134)     (1,289)       1,970      (2,308)
                                                                               
INCOME TAX (EXPENSE)                                                           
BENEFIT                               53         502         (768)        900
                                                                               
NET INCOME (LOSS)             $      (81)  $    (787)  $     1,202  $  (1,408) 
                                                                               
                                                                               
NET INCOME (LOSS) PER SHARE   $    (0.01)  $   (0.09)  $      0.13  $   (0.16)
                                                                               
                                                                               
AVERAGE COMMON STOCK AND                                                      
COMMON STOCK EQUIVALENTS
OUTSTANDING                     9,172,077   9,005,245     9,066,980  9,005,245 
                                                                               
                                                                               
See notes to consolidated financial statements.



C. R. ANTHONY COMPANY AND SUBSIDIARY                                 
                                                                     
CONSOLIDATED STATEMENTS OF CASH FLOWS                                
(Unaudited)                                                          
(Dollars in Thousands)                                               
                                                                     
                                               39 Weeks      39 Weeks   
                                                 Ended        Ended     
                                              November 2,  October 29,  
                                                 1996          1995     
CASH FLOWS FROM OPERATING ACTIVITIES:                                
    Net income (loss)                      $     1,202  $     (1,408) 
    Adjustments to reconcile net income                              
    (loss) to net cash provide by (used
    in) operating activities:                                        
      Depreciation and amortization              3,311         3,182 
      Deferred tax expense (benefit)               768          (900) 
      (Gain) loss on disposals of                                    
       equipment                                   (18)           (4)
       Common stock issued as compensation                           
       expense                                      91            -
    Changes in other assets and                                      
    liabilities:
      Accounts receivable                       (4,584)       (4,013) 
      Merchandise inventories                  (18,846)      (26,549) 
      Other assets                                (451)         (464) 
      Accounts payable and other                                     
      liabilities                               18,845        13,115
      Accrued compensation                         859        (1,464) 
         Net cash provided by (used in)                              
         operating activities                    1,177       (18,505)
                                                                     
CASH FLOWS FROM INVESTING ACTIVITIES:                                
    Capital expenditures                        (3,753)       (4,119) 
    Proceeds from sale of property and                               
    equipment                                       18            33
         Net cash used in investing                                  
         activities                             (3,735)       (4,086)
                                                                     
CASH FLOWS FROM FINANCING ACTIVITIES:                                
    Net borrowings - Revolving Credit                                
    Agreement                                    5,225        37,605
    Payments of long-term debt                     (58)      (15,541) 
         Net cash provided by financing                              
         activities                              5,167        22,064
                                                                     
NET INCREASE (DECREASE) IN CASH AND CASH                             
EQUIVALENTS                                      2,609          (527)
                                                                     
CASH AND CASH EQUIVALENTS, Beginning of                              
period                                           2,654         3,784
                                                                     
CASH AND CASH EQUIVALENTS, End of period    $    5,263   $     3,257 
                                                                     
SUPPLEMENTAL DISCLOSURES OF CASH FLOW                                
INFORMATION:
Cash paid during the period for:                                     
      Interest                             $     1,322  $      1,920 
      Income taxes                         $       595  $      1,152 
                                                                     
See notes to consolidated financial statements.

C. R. ANTHONY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

SUMMARY OF INTERIM REPORTING PRACTICES

Basis of presentation - The consolidated financial statements
include the results of operations, account balances and cash
flows of the Company and its wholly owned subsidiary (ANCO
Transportation, which principally transports merchandise to
Company stores).  All material intercompany accounts and
transactions have been eliminated.

The consolidated balance sheets as of November 2, 1996 and
October 29, 1995 and the statements of operations and cash flows
for the thirteen and thirty-nine weeks ended November 2, 1996 and
October 29, 1995 have been prepared by the Company without audit.
In the opinion of management, all adjustments (consisting only of
normal, recurring accruals) necessary to state fairly the
Company's financial position and the results of operations and
cash flows for the thirteen and thirty-nine weeks ended November
2, 1996 and October 29, 1995 have been made.  Due to the seasonal
nature of the business, results for the interim periods are not
necessarily indicative of a full year's operations, and balances
of inventory, receivables, revolving credit agreement borrowings,
and trade payables vary with the seasonal demands of the
business.

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these financial statements be read in
connection with the annual consolidated financial statements and
notes thereto.

Earnings per share - Earnings per share is computed based upon
net income divided by the weighted average number of shares of
common stock and common stock equivalents (if dilutive)
outstanding during each period.

Reclassifications - Certain reclassifications have been made to
prior year balances to conform with the classifications of such
amounts in the current period.

Accounting pronouncements - In March 1995, the Financial
Accounting Standards Board issued SFAS 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of," which establishes accounting standards for such
assets.  In October 1995, the Financial Accounting Standards
Board issued SFAS 123, "Accounting for Stock-Based Compensation."
SFAS 123 establishes a fair value method and disclosure standards
for stock-based employee compensation arrangements, such as stock
purchase plans and stock options.  As allowed by SFAS 123, the
Company will continue to follow the provisions of Accounting
Principles Board Opinion 25 for such stock based compensation
arrangement and disclose the proforma effects of applying SFAS
123, if any, in the financial statements.  The Company adopted
these new standards effective February 4, 1996.  The adoption of
these standards had no material impact on the Company's financial
position, results of operations or related disclosures to the
Notes to these Consolidated Financial Statements.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995.
With the exception of historical information, the matters
discussed or incorporated by reference herein are forward-looking
statements that involve risks and uncertainties including, but
not limited to:   the risks indicated in filings with the
Securities and Exchange Commission; changes in law, regulation,
technology, and economic conditions; the loss of key personnel;
an increased presence of competition in the Company's markets;
the seasonality of demand for apparel which can be significantly
affected by weather patterns, competitors' marketing strategies
and changes in fashion trends; availability of product and
favorable financing from suppliers and lending institutions; and
failure to achieve the expected results of merchandising and
marketing plans, store opening or closing plans, and other
facility expansion plans.  The occurrence of any of the above
could have a material adverse impact on the Company's operating
results.

Results of Operations

     Thirteen Weeks Ended November 2, 1996 Compared to the
Thirteen Weeks Ended October 29, 1995.  Operating results for the
current year improved $706,000 or $.08 per share as compared to
the prior year.  Due to the seasonal nature of the Company's
business, the results of operations for interim periods are not
necessarily indicative of the results of operations for the full
fiscal year.  The following table presents selected results of
operations expressed as a percent of net sales:

                                            13 Weeks Ended
                                      November 2,   October 29,
                                         1996           1995
                                                              
Net sales                                100.0%         100.0%
                                                              
Gross margin                              31.5%          30.6%
Selling, general and                                          
administrative expense                    25.4%          25.1%
Advertising                                4.1%           5.0%
Depreciation & amortization                1.5%           1.4%
Interest expense                           0.7%           0.9%
Income before income taxes                (0.2%)         (1.8%)

     Net sales.  Comparable store sales declined 3.2% during the
thirteen weeks ended November 2, 1996 ("fiscal 1997 third
quarter") compared to the thirteen weeks ended October 29, 1995
("fiscal 1996 third quarter").  Net sales during the fiscal 1997
third quarter were affected by the Company's planned reduction in
promotional activity.  In addition, net sales during the quarter
also reflect the effect of a net decrease of $920,000 associated
with store openings and closings. Although the Company has opened
28 stores and closed 16 since October 29, 1995, the total selling
square footage decreased to 2,989,247 at November 2, 1996 from
3,071,728 at October 29, 1995 due to the Company's strategy of
opening smaller stores in rural markets while closing  larger
stores in underperforming metropolitan or highly competitive
markets ("metro" stores).  Of the 16 stores closed since October
1995, 12 were "metro" stores.  The Company opened 15 new stores
while closing 3 during fiscal 1997 third quarter.

      The Company was operating 223 stores as of November 2,
1996.  An additional 3 stores were opened in November, 1996, and
the Company anticipates closing 3 stores after the holiday sales
period.

     Gross margin.  Although the Company had a decline in net
sales, the decrease in gross margin dollars due to the sales
volume decline was substantially offset by the improved gross
margin percent in comparing fiscal 1997 third quarter to fiscal
1996 third quarter. While the increase in these margins for the
quarter was primarily related to establishing higher initial mark-
ups, margins were also enhanced by a higher percent of total
sales coming from rural stores.  The rural stores tend to operate
at a higher gross margin percent.

     Selling, general and administrative expense.  The decline of
$551,000 in selling, general and administrative expense in fiscal
1997 third quarter as compared to fiscal 1996 third quarter is
primarily due to reductions achieved in comparable stores.  The
decrease was principally the result of lower personnel costs in
stores from improved business processes and management practices,
the first phases of which were initiated in the second half of
last fiscal year.  Management intends to continue implementing
business process improvements to achieve further operating
efficiencies.  However, the rate of improvement over the prior
year in personnel costs will diminish as the implemented process
improvements reach their first anniversary and as the effect of
higher hourly wages are absorbed as a result of increases to
minimum wages effective October 1, 1996 and September 1, 1997.
The payroll cost reductions in stores were offset by slightly
higher personnel costs at the Company's corporate offices.

     Advertising expense.  Advertising expense decreased
$806,000, or 22.2%, in fiscal 1997 third quarter compared to
fiscal 1996 third quarter.  The decrease is primarily
attributable to costs incurred in the fiscal 1996 third quarter
related to a multi-media campaign that was not repeated in the
current year.  Management expects advertising expenditures for
the fourth quarter of this fiscal year to approximate that
expended in the prior year.

     Interest expense.  Interest expense during the fiscal 1997
third quarter was lower than the fiscal 1996 third quarter due
principally to lower average borrowings.  Average borrowings were
$22,855,000 during the fiscal 1997 third quarter as compared to
$32,421,000 in the fiscal 1996 third quarter.

     Tax expense.  The Company's effective tax rate was 39% in
the fiscal 1997 third quarter and the fiscal 1996 third quarter.
The principal differences from the federal statutory rate were
state income taxes.

     Net loss.  As a result of the above factors, results of
operations improved as the net loss for the fiscal 1997 third
quarter was $81,000, a decrease of  $706,000 (or $.08 per share)
from the $787,000 net loss in the fiscal 1996 third quarter.

     Thirty-nine Weeks Ended November 2, 1996 Compared to the
Thirty-nine Weeks Ended October 29, 1995.  Results of operations
for the current year improved $2,610,000 or $.29 per share as
compared to the prior year.  Due to the seasonal nature of the
Company's business, the results of operations for interim periods
are not necessarily indicative of the results of operations for
the full fiscal year.  The following table presents selected
results of operations expressed as a percent of net sales:
          
                                            39 Weeks Ended
                                      November 2,   October 29,
                                         1996          1995
                                                             
Net sales                                100.0%        100.0%
                                                             
Gross margin                              32.4%         31.4%
Selling, general and                                         
administrative expense                    25.2%         25.4%
Advertising                                3.9%          4.7%
Depreciation & amortization                1.6%          1.5%
Interest expense                           0.7%          0.9%
Income (loss) before income taxes          1.0%         (1.1%)

     Net sales.  Comparable store sales have declined 3.5% during
the thirty-nine weeks ended November 2, 1996 compared to the
thirty-nine weeks ended October 29, 1995.  During the current
fiscal year, the Company has been focused on following a strategy
of less aggressive advertising as compared to the thirty-nine
weeks ended October 29, 1995.  Net sales during the thirty-nine
weeks ended November 2, 1996 also reflect a net decrease of
$2,004,000 associated with store openings and closings.   The
Company opened 27 rural stores while closing 12 (11 of which were
larger "metro" stores) during the thirty-nine weeks ended
November 2, 1996.

     Gross margin.  Gross margin dollars declined in comparing
the thirty-nine weeks ended November 2, 1996 to the thirty-nine
weeks ended October 29, 1995 while the gross margin percent
improved.  Although the increase in the gross margin percent was
primarily related to establishing higher initial mark-ups,
margins were enhanced by a higher percent of total sales coming
from rural stores.  The rural stores tend to generate a higher
gross margin percent.

     Selling, general and administrative expense.  The decline in
selling, general and administrative expense in the thirty-nine
weeks ended November 2, 1996 as compared to the thirty-nine weeks
ended October 29, 1995 is primarily due to the continuing trend
of lower handling costs associated with a reduction in
merchandise purchases and lower personnel costs from implementing
improved business processes and management practices.  See
comments to the thirteen weeks ended November 2, 1996 for
additional discussion of trends.

     Advertising expense.  Advertising expense decreased
$2,037,000, or 20.5%, in the thirty-nine weeks ended November 2,
1996 compared to the thirty-nine weeks ended October 29, 1995.
The decrease is primarily attributable to reductions in the
quantity of pre-printed inserts and costs incurred in the fiscal
1996 third quarter related to a multi-media campaign that was not
repeated in the current year.  In the prior year, the Company was
introducing a campaign of  "Every Jean On Sale Everyday."  While
this promotional strategy continues to be utilized, the marketing
costs of maintaining the program are lower than were incurred in
the prior year.  In addition, since the first of the fiscal year
management has been pursuing a strategy of reducing reliance on
more expensive pre-printed inserts and broadcast media and has
increased usage of newspaper and direct marketing programs.
Although management will continue to strive for the optimal mix
of advertising, the year-over-year trend of improvement is not
expected to continue into the fourth quarter.

     Interest expense.  Interest expense was lower in the thirty-
nine weeks ended November 2, 1996 compared to the thirty-nine
weeks ended October 29, 1995 due to lower average borrowings and
interest rates.  Average borrowings were $22,156,000 during the
thirty-nine weeks ended November 2, 1996 as compared to
$26,276,000 in the thirty-nine weeks ended October 29, 1995.  The
interest rate was lower due to the revolving credit agreement
entered into in July 1995 (see "Liquidity and Capital
Resources").

     Tax expense.  The Company's effective tax rate was 39%
during the thirty-nine weeks ended November 2, 1996 and October
29, 1995.   The principal differences from the federal statutory
rate were state income taxes.

     Net income (loss).  As a result of the above factors,
results of operations improved by $2,610,000 (or $.29 per share)
as the Company is reporting net income of $1,202,000 for the
thirty-nine weeks ended November 2, 1996 as compared to a net
loss of $1,408,000 in the thirty-nine weeks ended October 29,
1995.

Liquidity and Capital Resources

     The Company's primary cash requirements are for seasonal
working capital and capital expenditures in connection with its
new store expansion and remodeling programs, equipment and
software for information systems and distribution center
facilities.  The Company's inventory levels build in early spring
for the Easter and spring selling season, in early summer for the
back-to-school selling season, and throughout the fall, peaking
during the Christmas selling season.  Accounts receivable,
consisting principally of layaway receivables, peak during July
due to the back-to-school layaway promotion and decrease during
the third quarter as payments are received.  Capital expenditures
typically occur throughout the year.

     The Company's primary sources of funds are cash flow from
operations, borrowings under its working capital and letter of
credit facility and trade accounts payable.  Terms for trade
accounts payable are generally 30 days with the total of trade
accounts payable fluctuating with the timing of  merchandise
receipts.

     The Company also has a private label charge card program.
The charge card receivables are sold to a third party processor
on a non-recourse basis at 100% of face value, less a stated
discount rate.  The Company is also obligated to pay an
additional fee to the third party processor for bad debt losses
equal to 50% of such losses in excess of 2.25% of annual private
label charge card sales.  The Company records the discount and
accrues for its estimated obligation for bad debt expense at the
time the receivables are sold.

     The Company had net operating loss carryforwards of
approximately $16,800,000 at the end of fiscal 1996. The benefit
of the net operating loss carryforwards has been fully recorded
as a deferred tax asset.  The Company can deduct approximately
$2,700,000 of the loss carryforward each year through fiscal 2007
which, at current effective income tax rates, produces a tax
savings annually of approximately $1,050,000.

     The increase in cash flow from operating activities in the
thirty-nine weeks ended November 2, 1996 as compared to the
thirty-nine weeks ended October 29, 1995 was due in part to
improved operating results.  However, the principal cause for
improvement was a reduction during the thirty-nine weeks ended
November 2, 1996 in required working capital, contrasted to an
increase in the thirty-nine weeks ended October 29, 1995.   The
change in working capital was due to lower inventory investment
during the current year.  Purchases of inventory during the
thirty-nine weeks ended November 2, 1996 were approximately
$16,486,000 less than during the thirty-nine weeks ended October
29, 1995.  Outstanding borrowings of long-term debt, which were
$9,324,000 higher at the end of fiscal 1996 compared to the end
of fiscal 1995, were $7,695,000 lower at November 2, 1996 as
compared to October 29, 1995.

     Net cash used for capital expenditures was $3,753,000 and
$4,119,000 in the thirty-nine weeks ended November 2, 1996 and
October 29, 1995, respectively.  These amounts included the
following expenditures in the periods presented (dollars in
thousands):

                                          39 Weeks Ended      
                                     November 2,   October 29,
                                         1996         1995
                                                           
     Store expenditures:
        New stores                     $1,421       $1,871 
        Remodels, expansions, and                              
          relocations                     254        1,090
        Other                             264          468 
     Information systems                  978          456 
     Distribution center                  545            -  
     Other                                291          234 
        Total                          $3,753       $4,119 

     The Company's capital expenditures for the current fiscal
year are expected to total approximately $6 million.

     In July 1995, the Company entered into an Amended and
Restated Loan Agreement (the "Agreement") maturing July 26, 2000.
The Agreement provides for revolving credit borrowings, letters
of credit and $20 million of long-term debt.  The long-term
portion requires a $2 million annual payment.  Maximum borrowings
under the Agreement are $60 million reduced annually by the $2
million long-term principal payment.   The rate of interest on
borrowings is at an index rate (thirty-day  dealer commercial
paper rate or LIBOR rates for selected terms) plus 2% per annum
plus a fee of 0.25% on the unused portion of the facility.  The
Agreement is secured by a lien on substantially all assets of the
Company.  Proceeds from the new agreement were used to pay off
the $15,368,000 secured note payable to the former Bank Group
which had provided for $3 million annual principal reductions and
matured June 1, 1999.   By paying off the Bank Group secured
note, the Company achieved a slight improvement in interest cost
and reduced annual principal payment obligations of $3.0 million
to $2.0 million.
                                
                   PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     The Company is currently subject to certain litigation in
the normal course of business which, in the opinion of
management, will not result in a material adverse effect on the
Company's business, financial position, or results of operations.

ITEM 2.  CHANGES IN SECURITIES

     None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 5.  OTHER INFORMATION

     In October, 1996, the Company employed Houlihan Lokey Howard
& Zukin Capital ("Houlihan Lokey Capital") as a financial advisor
to perform general corporate finance advisory services in
connection with the analysis by the Company of strategic
alternatives, including possible transactions in which the
Company might engage, counseling the Company on the structure of
such possible transactions, advising the Company with respect to
due diligence on such possible transactions, assisting the
Company with financing on such possible transactions and
assisting in the negotiation of such possible transactions.  The
Company has agreed to pay specified fees upon the consummation,
if any, of certain defined transactions.  The defined
transactions include a strategic acquisition by the Company, a
sale of the Company and a recapitalization of the Company.  The
specified fees range from 1.375% of the aggregate purchase price
received on a sale of the Company, 1.375% of the first
$30,000,000 paid and 1% of any additional amount paid in any
acquisition or recapitalization by the Company (with a minimum
payment of $500,000), and 1% to 4% of any debt or equity funding
arranged by Houlihan Lokey Capital.  The Company has also agreed
to reimburse Houlihan Lokey Capital for reasonable out-of-pocket
expenses and has agreed to indemnify it with respect to certain
actions taken or omitted to be taken.  The agreement may be
terminated by either party on five days written notice.  Jeffrey
I. Werbalowsky, a director of the Company, serves as a Managing
Director of Houlihan Lokey Howard & Zukin which is an affiliate
of Houlihan Lokey Capital.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:  The following exhibits are filed as part of
this Form 10-Q:

                  No.       Description

                 10.1  Second Amendment to Amended and Restated Loan
                       Agreement dated as of October 25, 1996 between the
                       Company and General Electric Capital Corporation.

                 10.2  Letter Agreement dated September 27, 1996 between the
                       Company and Houlihan Lokey Howard & Zukin Capital.

                 27.1  Financial Data Schedule.

     (b)  Reports on Form 8-K:  There were no reports on Form 8-K
filed by the Company during the fiscal quarter ended November 2,
1996.


     SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                                C.R. ANTHONY COMPANY
                                   (Registrant)


Dated: December 10, 1996           /s/ Michael E. McCreery
                                   Michael E. McCreery
                                     Vice Chairman, Chief
                                     Administrative Officer and
                                     Treasurer (principal
                                     financial officer)



Dated: December 10, 1996           /s/ Richard E. Stasyszen
                                   Richard E. Stasyszen
                                     Vice President and
                                     Controller (chief accounting
                                     officer)
                                
                          EXHIBIT INDEX

    No.         Description

   10.1        Second Amendment to Amended and Restated Loan
               Agreement dated as of October 25, 1996 between the
               Company and General Electric Capital Corporation.

   10.2        Letter Agreement dated September 27, 1996
               between the Company and Houlihan Lokey Howard &
               Zukin Capital.

   27.1        Financial Data Schedule.