CROWLEY, MILNER AND COMPANY

                                AMENDMENT NO. 2
                                      TO
                           1992 INCENTIVE STOCK PLAN



         Subject to shareholder approval, effective March 19, 1996, Section 5
of the Crowley, Milner and Company 1992 Incentive Stock Plan is amended and
restated to read in its entirety as follows:

         "5.     Stock.  Subject to adjustment as provided in Section 10, the
total number of shares of Common Stock available for grants of Options and
awards of Restricted Stock under this Plan shall be three hundred thousand
(300,000).  Shares subject to any unexercised portion of a terminated,
cancelled or expired Option granted hereunder, or Restricted Stock awarded
hereunder but subsequently forfeited and returned to the Corporation
pursuant to Section 8(b)(ii) hereof, may again be subjected to grants under
this Plan."

         Capitalized terms not otherwise defined herein shall have the
respective meanings set forth in the plan documents relative to the Crowley,
Milner and Company 1992 Incentive Stock Plan, effective March 25, 1992.

         Except as set forth above with respect to Section 5 of the Plan, all
of the terms and conditions of the Plan shall continue and remain in full
force and effect.

         The amendment to the Plan described herein shall be subject to the
approval of the holders of at least a majority of the Common Stock of the
Corporation present and entitled to vote at a meeting of shareholders of the
Corporation held within twelve (12) months after adoption of this Plan by
the Board.  No Option granted or Restricted Stock awarded with respect to
the amendment to the Plan described herein may be exercised in whole or in
part until this Plan has been approved by the shareholders as provided
herein.  If not approved by shareholders within such twelve (12) month
period, the amendment to the Plan described herein and any Options granted
or Restricted Stock awarded hereunder shall be rescinded.


                                   *   *   *


         This AMENDMENT NO. 2 TO 1992 INCENTIVE STOCK PLAN is hereby executed
as of the 19th day of March, 1996.

                                  CROWLEY, MILNER AND COMPANY


                                  By:  /s/ DENNIS P. CALLAHAN   
                                       Dennis P. Callahan
                                     Its:  President

         BOARD APPROVAL:          March 19, 1996
         SHAREHOLDER APPROVAL:    August 20, 1996