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                                                                    EXHIBIT 99.3




                                August 22, 1995



To Our Shareholders:

         Your Board of Directors has declared a dividend distribution of Common
Share Purchase Rights.  This letter describes the Share Purchase Rights Plan
and the Board's reasons for adopting it.

         These Rights contain provisions to protect shareholders in the event
of an unsolicited attempt to acquire the Company, including a gradual
accumulation of shares in the open market, a partial or two-tier tender offer
that does not treat all shareholders equally, a squeeze-out merger and other
abusive takeover tactics which the Board believes are not in the best interests
of shareholders.  These tactics unfairly pressure shareholders, squeeze them
out of their investment without giving them any real choice and deprive them of
the full value of their shares.

         Many of this country's most respected corporations have issued rights
to protect their shareholders against these tactics.  We consider the Rights to
be the best available means of protecting both your right to retain your equity
investment in Crown Crafts and the full value of that investment, while not
foreclosing a fair acquisition bid for the Company.

         The Rights are not intended to prevent a takeover of the Company and
will not do so.  However, they should deter any attempt to acquire the Company
in a manner or on terms not approved by the Board.  The Rights approved today
are designed to deal with the very serious problem of another person or company
using abusive tactics to deprive Crown Craft's Board and its shareholders of
any real opportunity to determine the destiny of the Company.

         Until the tenth day following a public announcement that a single
acquiror or group has acquired beneficial ownership of 15% or more of the
Company's shares, the Rights may be redeemed by the Board of Directors for one
cent per Right.  Thus, the Rights should not interfere with any merger or
business combination approved by the Board of Directors prior to that time.

         Issuance of the Rights does not in any way weaken the financial
strength of the Company or interfere with its business plans.  The issuance of
the Rights has no dilutive effect, will not affect reported earnings per share,
is not taxable to the Company or to you, and will not change the way in which
you can presently trade the Company's shares.  As explained in detail below,
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the Rights will only be exercisable if and when the problem arises which they
were created to address.  They will then operate to protect you against being
deprived of your right to share in the full measure of your Company's long-term
potential.

         Your Board was aware when it acted that some people have advanced
arguments that securities of the sort we are issuing deter legitimate
acquisition proposals.  We carefully considered these views and concluded that
the arguments are speculative and do not justify leaving shareholders without
any protection against unfair treatment by an acquiror who, after all, is
seeking his own company's advantage, not yours.  Your Board believes that these
Rights represent a sound and reasonable means of addressing the complex issues
of corporate policy created by the current takeover environment.

         The Rights will be issued on August 22, 1995 to shareholders of
record on that date and will expire in ten years.  Initially, the Rights will
not be exercisable, certificates will not be sent to you, and the Rights will
automatically trade with the common shares.  However, ten days after a person
or group acquires 15% or more of the Company's shares, or ten business days (or
such later date as may be determined by the Board prior to a person or group
acquiring 15% or more of the Company's shares) after a person or group
announces an offer the consummation of which would result in such person or
group owning 15% or more of the shares (even if no purchases actually occur),
the Rights will become exercisable and separate certificates representing the
Rights will be distributed.  We expect that the Rights will begin to trade
independently from the Company's shares at that time.  At no time will the
Rights have any voting power.

         When the Rights first become exercisable, unless a person or group has
acquired 15% or more of the Company's shares, a holder will be entitled to buy
from the Company one share of common stock for $86.50.  If any person or group
acquires 15% or more of the Company's outstanding common stock, the "flip-in"
provision of the Rights will be triggered and the Rights will entitle a holder
(other than such person or any member of such group) to buy a number of
additional shares of common stock of the Company having a market value of twice
the exercise price of each Right.  Thus, if at the time of the 15% acquisition
the Company's stock were to have a market value per share equal to $13.00, the
holder of each Right (other than such person or any member of such group) would
be entitled to receive approximately 13.3 shares of the Company's common stock
for $86.50.

         If the Company is involved in a merger or other business combination
at any time after a person or group has acquired 15% or more of the Company's
shares, the "flip-over" provision of the Rights will be triggered and the
Rights will entitle a holder to buy a number of shares of common stock of the
acquiring company having a market value of twice the exercise price of each
Right.  For example, if at the time of the business combination the acquiring
company's stock has a per share value of $43.25, the holder of each Right would
be entitled to receive four shares of the acquiring company's common stock for
$86.50, i.e., at a 50% discount.





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         Following the acquisition by any person or group of 15% or more of the
Company's common stock, but only prior to the acquisition by a person or group
of a 50% stake, the Board of Directors will also have the ability to exchange
the Rights (other than Rights held by such person or group), in whole or in
part, for one share of common stock per Right.  This provision will have an
economically dilutive effect on the acquiror, and provide a corresponding
benefit to the remaining rightsholders, that is comparable to the flip-in
without requiring rightsholders to go through the process and expense of
exercising their Rights.

         While, as noted above, the distribution of the Rights will not be
taxable to you or the Company, shareholders may recognize taxable income upon
the occurrence of certain subsequent events.

         In declaring the Rights dividend, we have expressed our confidence in
the future and our determination that you, our shareholders, be given every
opportunity to participate fully in that future.





                                        Michael H. Bernstein
                                        President and Chief Executive Officer





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