8-K

                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.  20549



                                FORM 8-K


                             CURRENT REPORT


                     Pursuant to Section 13 or 15(d)
                 of the Securities Exchange Act of 1934



  Date of Report (Date of earliest event reported):  December 28, 1998



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


       Michigan                  1-1594                        38-0454910
     (State or other          (Commission File                (IRS Employer
      jurisdiction of              Number)                    Identification
                                                                 Number)

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


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


                             Not applicable
      (Former name or former address, if changed since last report)



                  INFORMATION TO BE INCLUDED IN REPORT


Item 1.  Changes in Control of the Registrant

        Crowley, Milner and Company (the "Company") issued a press release
on December 29, 1998 (the "Press Release"), announcing that Value City
Department Stores, Inc. ("Value City") had agreed to purchase 300,000 shares
of the Company's common stock, or approximately 20 % of its issued and
outstanding shares, from JoAnn S. Cousino, Joseph C. Keys and Richard S.
Keys in exchange for 25,000 shares of Value City common stock. 
Schottenstein Stores Corporation ("Schottenstein Stores") owns approximately
56% of the outstanding stock of Value City.  Jay L. Schottenstein, as the
sole trustee of several trusts, is deemed to be the beneficial owner of
514,800 shares of the Company's common stock, or approximately 33% of its
issued and outstanding shares, and he is also an affiliate of Schottenstein
Stores.  As a result of the recent purchase by Value City, Schottenstein
Stores and its affiliates have acquired control of the Company.

        At the request of Schottenstein Stores, Donald N. Bailey, Dennis P.
Callahan, JoAnn S. Cousino, Alfred M. Entenman, Jr., Joseph C. Keys, Richard
S. Keys and Jerome L. Schostak resigned from their positions as directors of
the Company effective as of December 28, 1999.

        The Press Release is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference.

Item 5.  Other Items.

        Resignation of Chief Executive Officer
        --------------------------------------

        The Company also announced in the Press Release that Dennis P.
Callahan, Chairman, President and Chief Executive Officer of the Company,
had tendered his resignation as Chairman, President and Chief Executive
Officer, effective as of December 28, 1998, and agreed to serve as a
consultant to the Company.  Effective December 28, 1998, the Board of
Directors appointed Lance P. Wimmer to serve as President and Chief
Executive Officer of the Company.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

        (c)     Exhibits.
                --------

        99.1    Press Release issued by Crowley, Milner and Company on
                December 29, 1998.




                               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 hereunto duly authorized.


CROWLEY, MILNER AND COMPANY


By:/S/ LANCE P. WIMMER
   ----------------------------
   Lance P. Wimmer, President
    and Chief Executive Officer

January 11, 1999



                              EXHIBIT INDEX

        Exhibit
           No.         Description
        -------        -----------

        99.1           Press Release issued by Crowley, Milner and Company
                       on December 29, 1998.

EX-99.1

CROWLEY, MILNER AND COMPANY                    Contact:  Lance P. Wimmer
2301 West Lafayette Boulevard                            (313) 962-2537
Detroit, Michigan  48216-1891                            (972) 776-0009

FOR IMMEDIATE RELEASE

             CROWLEY'S ANNOUNCES RESTRUCTURING OF MANAGEMENT
                 AND PURCHASE OF CONTROLLING INTEREST BY
               VALUE CITY DEPARTMENT STORES AND AFFILIATES

        DETROIT, December 29, 1998 -- Crowley, Milner and Company (AMEX:
COM) announced today that at a special meeting of the Board of Directors
held on December 28, 1998, Dennis Callahan tendered his resignation as
Chairman, President and Chief Executive Officer and agreed to serve in a
consulting role while the Company attempts to restructure its operations and
re-configure its merchandising.  The Board has appointed turn-around
specialist Lance P. Wimmer as President and Chief Executive Officer of the
Company.  Mr. Wimmer is the owner of Dallas, Texas-based Wimmer Associates,
Inc., and has over 20 years of executive management experience, including
administrative, marketing and financial expertise with emphasis on the
retail industry and consumer goods. 

        Crowley's also announced that Columbus, Ohio-based Value City
Department Stores, Inc. (NYSE: VCD) has agreed to acquire 300,000 shares of
Crowley's Common Stock, representing approximately 20% of Crowley's issued
and outstanding shares, from the three descendants of the Company's
founders, in exchange for 25,000 shares of VCD common stock.  Schottenstein
Stores Corporation, also of Columbus, Ohio, owns approximately 56% of the
outstanding stock of Value City Department Stores, Inc.  Schottenstein
affiliates also own 33% of Crowley's, and thus the recent acquisition by
Value City will give Schottenstein Stores and its affiliates control over
Crowley's.  In connection with this transaction, at the request of
Schottenstein Stores, Joseph and Richard Keys, JoAnn Cousino, Dennis
Callahan, Jerome Schostak, Alfred Entenman and Donald Bailey have resigned
from their positions as directors of Crowley's.  Three representatives of
the Schottenstein interests, together with Julius L. Pallone and Paul R.
Rentenbach, continue as the five directors of Crowley's.

        Mr. Wimmer stated "The Christmas season at Crowley's, and for many
other similar retailers, has been far below expectations in terms of both
sales volume and profitability.  The Company will report a significant
operating loss for the fiscal year ending January 31, 1999." Founded in
1914, Crowley's is the only Detroit-based specialty retail department store
operator, with nine stores in the Detroit-metropolitan and suburban Flint,
Michigan areas and, through its subsidiary, Steinbach Stores, Crowley's also
operates 16 specialty retail department stores in the states of Connecticut,
New York, New Hampshire, New Jersey and Vermont.