SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20548



                                  FORM 10-Q/A
                               (Amendment No. 1)

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended November 2, 1996

[ ]  Transition report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition period from ________ to ________     
  
                        Commission File Number: 1-1594


                          CROWLEY, MILNER AND COMPANY
            (Exact name of registrant as specified in its charter)


          Michigan                                  38-0454910             
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                Identification No.)  


            2301 West Lafayette Boulevard, Detroit, Michigan 48216
              (Address of principal executive offices)(Zip Code)


                                (313) 962-2400
             (Registrant's telephone number, including area code)


                                Not Applicable
             (Former name, former address and former fiscal year,
                        if changed since last report.)



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, and (2) has been subject to such
filing requirements for the past 90 days.
                                            Yes [X]   No [ ]

The number of shares outstanding of Registrant's common stock, as of
December 17, 1996 was 1,503,378.





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         The Registrant files this Form 10-Q/A (Amendment No. 1) solely to
revise Part I -- Financial Information, Item 1. Financial Statements to
correct a typographical error in the Condensed Consolidated Statements of
Income for the nine months ended November 2, 1996, pursuant to which the
description of the line item "Earnings (loss) from operation of Steinbach"
has been changed to read "(Earnings) loss from operation of Steinbach".

                        PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

            CROWLEY, MILNER AND COMPANY AND CONSOLIDATED SUBSIDIARY
            CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                       NINE MONTHS ENDED          THREE MONTHS ENDED 
                    NOVEMBER 2   OCTOBER 28     NOVEMBER 2     OCTOBER 28
                        1996         1995           1996           1995
                   (CONSOLIDATED                (CONSOLIDATED
                     09/01/96)  (AS RESTATED)    09/01/96)    (AS RESTATED)
                    -----------   -----------    ------------  -----------
Net Sales           $86,022,297  $69,920,344     $41,255,148   $24,963,823
Cost of merchandise
  and services sold  57,545,476   48,658,017      26,706,592    16,664,456
                     ----------   ----------      ----------    ----------
                     28,476,821   21,262,327      14,548,556     8,299,367
Operating, selling,
  general and admin-
  istrative expenses 30,505,417   23,919,408      14,496,766     8,494,102
                     ----------   ----------      ----------     ---------
                     (2,028,596)  (2,657,081)         51,790      (194,735)
Other charges (credits):
  Interest expense    1,541,412    1,308,498         668,994       492,459
  Investment income    (112,077)     (73,323)        (60,158)      (24,889)
  Other                (429,857)    (157,493)       (427,969)       (1,635)
  (Earnings) loss from
    operation of
    Steinbach          (837,213)           -         556,704             -
                      ---------    ---------       ---------     ---------
Loss before income
  taxes              (2,190,861)  (3,734,763)       (685,781)     (660,670)
Income tax credit             -            -               -             -
                     ----------    ---------        --------      --------
Net loss            $(2,190,861) $(3,734,763)      $(685,781)    $(660,670)
                      =========    =========         =======       =======
Net loss per share       $(2.03)      $(3.87)         $(0.52)       $(0.68)
                           ====         ====            ====          ====
Dividends per share       $0.00        $0.00           $0.00         $0.00
                           ====         ====            ====          ====
Average number of
 Common equivalent
 shares outstanding
 for earnings per
 share                1,077,016      966,069       1,320,895       966,069
                      =========      =======       =========       =======




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            CROWLEY, MILNER AND COMPANY AND CONSOLIDATED SUBSIDIARY
               CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                                 NOVEMBER 2     FEBRUARY 3      OCTOBER 28 
                                    1996          1996            1995
                               (CONSOLIDATED
                                 09/01/96)     (AS RESTATED)   (AS RESTATED)
                                -----------     -----------     -----------
ASSETS
Current assets:
  Cash and cash equivalents
  (cash equivalents at 11/02/96:
  $351,312; at 02/03/96:
  $241,047 and at 10/28/95:
  $449,802)                      $ 441,811       $ 540,613       $  251,021
Accounts receivable
  (less allowances at 11/02/96:
  $66,558; at 02/03/96: $61,558
  and at 10/28/95: $83,854)      6,267,116       2,014,918          833,649
Inventories at FIFO cost        61,316,683      21,250,958       28,327,560
Other current assets             3,632,046       2,567,954        1,816,419
                                ----------      ----------       ----------
Total current assets            71,657,656      26,374,443       31,228,649
                                ----------      ----------       ----------
Other assets                     3,409,056       4,766,006        4,771,881
Property, plant and equipment   27,014,702      23,594,510       25,101,801
Less: Allowance for depreciation
  and amortization             (15,603,763)    (13,835,918)     (15,283,443)
                                ----------      ----------       ----------
                                11,410,939       9,758,592        9,818,358
                                ----------      ----------        ---------
TOTAL ASSETS                   $86,477,651     $40,899,041      $45,818,888
                                ==========      ==========       ==========





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            CROWLEY, MILNER AND COMPANY AND CONSOLIDATED SUBSIDIARY
               CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                                  (Continued)

                             NOVEMBER 2     FEBRUARY 3      OCTOBER 28 
                                1996            1996            1995
                           (CONSOLIDATED
                             09/01/96)     (AS RESTATED)     (AS RESTATED)
                            -----------     -----------       -----------

LIABILITIES AND SHAREHOLDERS'
  EQUITY
Current Liabilities:
  Accounts payable          $35,458,276     $ 5,279,188      $10,579,600
  Short-term borrowings      20,513,622       8,499,392       10,008,372
  Compensation and related
  withholdings                1,054,198         597,556          728,837
  Taxes other than income
   taxes                      1,564,442       1,797,198        1,208,570
  Income taxes                  109,972         309,495          309,495
  Current maturities of long
    term debt                   525,000         525,000          485,000
  Current portion of capital
    lease obligations           284,199         185,402          183,543
                             ----------       ---------       ----------
Total Current Liabilities    59,509,709      17,193,231       23,503,417
Long-Term Liabilities:
  Long-term debt              5,325,000       5,325,000        5,850,000
  Capital lease obligations   6,424,225       3,750,868        3,795,321
  Other                       1,976,157       1,757,278        1,595,780
                              ---------       ---------        ---------
                             13,725,382      10,833,146       11,241,101
Shareholders' Equity:
  Common Stock (authorized
  4,000,000 shares; out-
  standing 1,501,378
  shares at 11/02/96;
  966,069 shares
  at 02/03/96 and
  10/28/96)                  1,501,378         966,069          966,069
  Other capital              3,204,069       1,178,621        1,199,156
  Retained earnings          8,537,113      10,727,974        8,909,145
                             ---------      ----------        ---------
                            13,242,560      12,872,664       11,074,370
                            ----------      ----------       ----------
TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY     $86,477,651     $40,899,041      $45,818,888
                            ==========      ==========       ==========



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            CROWLEY, MILNER AND COMPANY AND CONSOLIDATED SUBSIDIARY
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                                    NINE MONTHS ENDED
                                              November 2       October 28,
                                                 1996               1995 
                                            (Consolidated
                                              09/01/96)         (Restated)
                                             ----------         ----------
OPERATING ACTIVITIES
Net Loss                                    $(2,190,861)       $(3,734,763)
Adjustments to reconcile net loss to
  net cash used in operating activities:
  Depreciation and amortization                 976,152            986,219
  Amortization of restricted stock award         57,193             79,720
 
Changes in Operating Assets and Liabilities:                                 
  Gain on termination of capital lease         (372,514)                 0
  (Increase) decrease in net accounts
     receivable                              (2,118,667)           209,012
  (Increase) in inventories                 (19,135,556)        (6,319,687)
  Decrease in prepaid expenses and
     other assets                              (949,188)           592,421
  Increase in accounts payable               10,971,666          4,766,177
  Increase (decrease) in accrued compensation
     and other liabilities                    1,599,249           (934,076)
                                             ----------          ---------
NET CASH USED IN OPERATING ACTIVITIES       (11,162,526)        (4,354,977)

INVESTMENT ACTIVITIES
  Purchase of properties                        327,933)          (232,554)
  Steinbach Acquisition                         486,122                  0   
                                              ---------           ---------
NET CASH USED IN INVESTMENT ACTIVITIES         (814,055)          (232,554)

FINANCING ACTIVITIES
  Proceeds from revolving line of credit    106,056,568         83,444,226
  Principal payments on revolving line
    of credit                               (94,042,338)       (77,342,371)
  Principal payments on capital lease
    obligations                                (323,415)          (127,782)
  Purchase of common stock and stock
    options                                           0         (1,228,212)
  Proceeds from sale of common stock            186,964             53,967
                                             ----------          ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES    11,877,779          4,799,828
                                             ----------          ---------
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                   (98,802)           212,297
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR  540,613             38,724
                                                -------            -------
CASH AND CASH EQUIVALENTS AT END OF YEAR      $ 441,811          $ 251,021
                                                =======            =======




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             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               November 2, 1996

Note A - Basis of Presentation
------------------------------
The accompanying unaudited, consolidated, and condensed financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X.  As a result, the financial
statements do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. 
In the opinion of management, all adjustments necessary for a fair
presentation of quarterly operating results are reflected herein and are of
a normal, recurring nature.

Given the seasonal nature of the specialty department store business,
operating results for the thirteen week and for the 39 week periods ended
November 2, 1996, are not necessarily indicative of the results that may be
expected for the year ending February 1, 1997.

It is suggested that these condensed, consolidated, financial statements be
read in conjunction with the financial statements and notes to financial
statements included in the Company's Annual Report on Form 10-K for the year
ended February 3, 1996.  


Note B - Acquisition of Steinbach Stores, Inc.
and Presentation of Financial Information
---------------------------------------------
As previously reported by the Company in its Quarterly Report on Form 10-Q
for the period ended August 3, 1996, the Company acquired from the several
shareholders (the "Steinbach Shareholders") of Steinbach Stores, Inc.
("Steinbach"), all of the issued and outstanding shares of the capital stock
of Steinbach in exchange for 514,800 shares of the Common Stock of the
Company, pursuant to the terms of an Agreement and Plan of Reorganization,
dated November 17, 1995, as amended (the "Reorganization Agreement"),
between the Company and the Steinbach Shareholders.  As a result of this
acquisition, Steinbach, which operates 15 retail department stores in
Connecticut, New Hampshire, New York, New Jersey and Vermont, became a
wholly-owned subsidiary of the Company as of August 31, 1996.  As a result
of the terms of the Reorganization Agreement, prior to completion of the
acquisition the results of Steinbach's operations through August 31, 1996,
are reflected as a separate line item on the Company's consolidated
condensed statements of income.  Effective at the time of the acquisition on
August 31, 1996, and thereafter, the Company  consolidates the results of
operations for and the financial condition of Steinbach, as a wholly-owned
subsidiary.

         As used herein, the "Company" means Crowley, Milner and Company on a
consolidated basis, including Steinbach, "Steinbach" means the Steinbach
Stores, Inc., a wholly-owned subsidiary of Crowley, Milner and Company, and
"Crowley's" means Crowley, Milner and Company without inclusion of
Steinbach.  Unless otherwise indicated, the discussions set forth herein
pertains to the Company.

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                                  SIGNATURES


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


                                  CROWLEY, MILNER AND COMPANY
                                          (Registrant)


DATE: January 10, 1997            By   /S/ John R. Dallacqua
                                       -----------------------
                                       John R. Dallacqua
                                       Vice President-Finance and Chief
                                       Financial Officer (principal
                                       financial and accounting officer
                                       and duly authorized officer)