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





                   SCHEDULE 13D
     Under the Securities Exchange Act of 1934


            CROWLEY, MILNER AND COMPANY
                 (Name of Issuer)

                   Common Stock
          (Title of Class of Securities)

                    228093-10-0
                  (CUSIP Number)

                Paul R. Rentenbach
                Dykema Gossett PLLC
              400 Renaissance Center
              Detroit, Michigan 48243
                  (313) 568-6973
   (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)


                 December 8, 1997
(Date of Event which Requires Filing of this Statement)




If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [   ]
































CUSIP No.228093-10-0

1. Name of Reporting Person:   Richard S. Keys
   S.S. or I.R.S. Identification No. of Above Individual (optional): 
      N/A

2. Check the Appropriate Box if a Member of a Group:
         (a)    [  ]
         (b)    [  ]

3. SEC Use Only

4. Source of Funds:   00

5.   Check Box if Disclosure of Legal Proceedings is Required Pursuant to
      Items 2(d) or 2(e):
            [  ]

6.     Citizenship or Place of Organization:   United States

       Number of Shares        7.  Sole Voting Power 
                                       129,902.5
       Beneficially            8.  Shared Voting Power            
                                       -0-                     
       Owned by Each           9. Sole Dispositive Power        
                                     129,902.5
       Reporting Person       10. Shared Dispositive Power        
                 With                  -0-

11.    Aggregate Amount Beneficially Owned by Each Reporting Person 
               129,902.5

12.    Check Box if the Aggregate Amount in Row (11) Excludes Certain
       Shares
               [   ]

13.    Percent of Class Represented by Amount in Row (11)
               8.4%

14.    Type of Reporting Person:  IN
































CUSIP NO. 228093-10-0

ITEM 1.Security and Issuer

       The title of the class of equity security to which this statement
relates is the Common Stock, (the "Common Stock") of Crowley, Milner and
Company, a Michigan corporation (the "Issuer"), whose principal executive
offices are located at 2301 West Lafayette, Detroit, Michigan 48216.

ITEM 2.Identity and Background

       This statement is filed by Richard S. Keys, 414 Notre Dame, Grosse
Pointe, Michigan 48230, a United States citizen.  Mr. Keys's present
principal occupation is that of a Buyer for the Issuer and he also serves as
a director of the Issuer.  The principal business of the Issuer is that of
operating speciality retail stores.  During the last five years, Mr. Keys
has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction subjecting
him to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

ITEM 3.Source and Amount of Funds or Other Consideration 

       Substantially all of the Common Stock to which this Schedule 13D
relate were acquired by Mr. Keys by operation of law, and were inherited by
him from certain family members now deceased.  Mr. Keys purchased  410
shares in open market transactions more than five years ago.
           
ITEM 4.Purpose of Transaction

       Mr. Keys intends to hold all of the Common Stock to which this
Schedule 13D relates for investment purposes.  Mr. Keys intends to review on
a continuing basis his investment in the Issuer and the Issuer's business
and prospects.  Mr. Keys is not currently considering the acquisition,
directly or indirectly, of additional shares of Common Stock, but may
consider disposing of some or al l of the shares of Common Stock to which
this Schedule 13D relates from time to time in the future in order to
diversify his investment portfolio.  At present, Mr. Keys has no specific
plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. 
         
ITEM 5.Interest in Securities of the Issuer

       (a)     Mr. Keys owns of record and beneficially 129,902.5 shares of
Common Stock.  Based on the Issuer's representation that it had 1,544,462
shares of Common Stock issued and outstanding as of  December 11, 1997, Mr.
Keys may be deemed to be the beneficial owner of 8.4% of the Issuer's
outstanding shares of Common Stock.

       (b)     See the response to (a) above.

       (c)     The only transactions in the Common Stock by Mr. Keys during
the past 60 days were the sale of 600 shares of Common Stock on December 4,
1997 for an aggregate sales price of $5,575.02 (an average price of $9.2917
per share), in an open market transactions.

       (d)     Not applicable.

       (e)     Not applicable.

ITEM 6.Contracts, Arrangements, Understandings or Relationships with
       Respect to Securities of the Issuer

       None.

ITEM 7.Material to Be Filed as Exhibits

       None.

           
                               SIGNATURE

       After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct. 


                                    /S/ RICHARD S. KEYS
                                        Richard S. Keys

Dated: December 16, 1997