Exhibit 10.13


               INTERIM OPERATING AGREEMENT - AMENDMENT NUMBER 1

         This Amendment Number 1 to Interim Operating Agreement is entered
into as of August 31, 1996 among Crowley, Milner and Company ("Crowley"),
Steinbach Stores, Inc. ("Steinbach") and the shareholders (the
"Shareholders") of Steinbach.  Capitalized terms used without definition are
used as defined in the Interim Operating Agreement referred to below.

                                   RECITALS

         A.      The parties hereto entered into an Interim Operating
Agreement (the "Interim Agreement") dated as of December 29, 1995, with
respect to the operation of certain assets of Steinbach and the
determination and discharge of certain liabilities of Steinbach during the
Contract Period.

         B.      Section 3.2 of the Interim Agreement provided for the
payment and termination of the NCB Line of Credit.  Said Section 3.2
provided, among other things, for the ability of Steinbach to continue to
make draws under the NCB Line of Credit in connection with the operation of
the Acquired Stores through the Closing, in addition, all advances made to
Steinbach under the NCB Line of Credit after December 30, 1995 relative to
the operation of the Acquired Stores shall be for Crowley's account.  Said
Section 3.2 also contemplated that the NCB Line of Credit would be
terminated and all advances thereunder would be repaid on the date Closing
should occur.

         C.      The amount advanced under the NCB Line of Credit
attributable to the operation of the Acquired Stores is not precisely known
as of the Closing Date.  Each of Crowley and the Shareholders intends to
advance funds to pay its estimated share of the advances under the NCB Line
of Credit at the Closing and each of the parties understands that the amount
of such advances is subject to adjustment.

         Therefore, the parties agree as follows:

         1.      To the extent that advances made under Section 3.2 for the
account of either Crowley or the Shareholders, whether made before or after
the Closing Date, are determined by the final accounting contemplated by
Section 3.3 of the Interim Agreement to have been in excess of amounts
properly allocated to that party in accordance with the Interim Agreement,
the other party will pay the amount of such excess to that party promptly
after the final accounting, together with interest thereon to the date of
payment.

         IN WITNESS WHEREOF, the parties have executed this Amendment Number
1 to Interim Agreement as of the date first written above.

                                          CROWLEY, MILNER AND COMPANY

                                          

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


                                          STEINBACH STORES, INC.



                                          By: /s/ JAY L. SCHOTTENSTEIN
                                              ---------------------------
                                              Jay L. Schottenstein
                                          Its:President and Chairman of the
                                              Board


                                          JEROME SCHOTTENSTEIN SUBCHAPTER S
                                          TRUSTS NOS. 1 THROUGH 10,
                                          SHAREHOLDERS



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