Exhibit 10.12


            AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF REORGANIZATION


         This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF REORGANIZATION
("Amendment No. 3") is made as of July 26, 1996 between CROWLEY, MILNER AND
COMPANY, a Michigan corporation ("Crowley's"), and the shareholders of
STEINBACH STORES, INC., an Ohio corporation ("Steinbach"), listed on the
signature page hereof (collectively, the "Shareholders").


                                   Recitals

         1.      Prior to the date hereof, the parties hereto entered into
that certain Agreement and Plan of Reorganization dated November 17, 1995 as
amended by Amendment No. 1 thereto dated December 29, 1995 and Amendment No.
2 thereto dated May 14, 1996 (collectively, the "Agreement and Plan of
Reorganization").

         2.      The parties hereto desire to further amend the Agreement and
Plan of Reorganization.

                                   Agreement

         NOW, THEREFORE, in consideration of these premises and subject to
the terms and conditions contained herein and for the other consideration
provided herein, the parties agree to amend the Agreement and Plan of
Reorganization as follows:

         A.      Termination -- Methods.  Section 8.1(h) of the Agreement and
Plan of Reorganization is amended and restated in its entirety as follows:

                 (h)     By either the Shareholders or Crowley's if the
                 Closing has not occurred on or before August 31, 1996.

         B.      Effective Date.  The effective date of this Amendment No. 3
is as of the date first written above.

         C.      Continuation of Agreement.  Except as expressly modified or
amended hereby, all of the terms and conditions of the Agreement and Plan of
Reorganization shall continue and remain in full force and effect.

         D.      Definitions.  Capitalized terms not otherwise defined herein
shall have the respective meanings set forth in the Agreement and Plan of
Reorganization.

         E.      Counterparts.  This Amendment No. 3 may be executed in any
number of counterparts, each of which shall be treated as an original but
all of which, collectively, shall constitute a single instrument.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 3 as of the day and year first above written.


                                  CROWLEY, MILNER AND COMPANY, Crowley's


                                  By: /s/ DENNY CALLAHAN
                                      ------------------------------
                                      Denny Callahan
                                  Its: CEO



                                  JEROME SCHOTTENSTEIN SUB CHAPTER S TRUST
                                  NOS. 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10,
                                  each a Shareholder and collectively the
                                  Shareholders


                                  By: /s/ JAY L. SCHOTTENSTEIN
                                      ---------------------------------
                                      Jay L. Schottenstein, Trustee for
                                      each of the above-named Trusts