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



                                 SCHEDULE 13D
                   Under the Securities Exchange Act of 1934
                               (Amendment No. 1)

                          CROWLEY, MILNER AND COMPANY
                               (Name of Issuer)

                                 Common Stock
                        (Title of Class of Securities)

                                  228093-10-0
                                (CUSIP Number)

                               Julius L. Pallone
                                 1256 Puritan
                             Birmingham, MI 48009
                                 248-352-0970
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)


                               December 15, 1998
            (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(e), 13d-1(f) or 13d-1(g), check
the following box [ ]




CUSIP No.228093-10-0

1.       Name of Reporting Person:   Julius L. Pallone
         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:   PF

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

                                  7.  Sole Voting Power 
         Number of Shares             4,000
         Beneficially             8.  Shared Voting Power            
         Owned by Each                0              
         Reporting Person         9.  Sole Dispositive Power
         With                         4,000
                                 10.  Shared Dispositive Power        
                                      0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person 
                 12,000

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

13.      Percent of Class Represented by Amount in Row (11)
                 0.1%

14.      Type of Reporting Person:  IN



CUSIP NO. 228093-10-0

         This is Amendment No. 1 to the Schedule 13D filed by Julius L. Pallone.
This amendment reports the disposition of beneficial ownership in certain
shares as the result of a surrender and cancellation by Mr. Pallone of a
certain Option Agreement previously described in his initial Schedule 13D
filing.  Accordingly, Mr. Pallone is no longer the beneficial owner of more
than 5% of the outstanding shares of Crowley, Milner and Company (the
"Company").  Items 5 and 6 of the Schedule 13D are amended to read as follows:
         
ITEM 5.  Interest in Securities of the Issuer

         (a)     Mr. Pallone owns beneficially 12,000 shares of Common Stock,
which is comprised of 4,000 shares of Common Stock owned directly by Mr.
Pallone and 8,000 shares of Common Stock which Mr. Pallone has the option to
acquire within 60 days from the date hereof pursuant to options granted under
the Company's 1995 Director Stock Option Plan.  Based on the number of shares
reported as outstanding in the Company's most recent Form 10-Q Quarterly
Report, Mr. Pallone may be deemed to be the beneficial owner of less than 0.1%
of the Company's outstanding shares of Common Stock.

         (b)     Mr. Pallone has sole voting and dispositive power with respect
to all shares beneficially owned by him.

         (c)     There have been no transactions in the Common Stock by Mr.
Pallone during the past 60 days.

         (d)     Not applicable.

         (e)     Not applicable.

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

         None.  On December 15, 1998, Mr. Pallone surrendered to Ms. JoAnn S.
Cousino the option previously granted pursuant to a certain Option Agreement
dated December 29, 1997.
           
                                   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/ JULIUS L. PALLONE
Julius L. Pallone

Dated: December 23, 1998