UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
CROWLEY, MILNER AND COMPANY
(Name of Issuer)
Common Stock
(Title of Class of Securities)
228093-10-0
(CUSIP Number)
Dennis P. Callahan
7 Lakeside Court
Grosse Pointe, MI 48230
313-881-2259
(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(b)(3) or (4), check the following
box [ ]
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CUSIP No.228093-10-0
1. Name of Reporting Person: Dennis P. Callahan
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 52,387
Beneficially 8. Shared Voting Power
Owned by Each 44,432
Reporting Person 9. Sole Dispositive Power
With 52,387
10. Shared Dispositive Power
44,432
11. Aggregate Amount Beneficially Owned by Each Reporting Person
183,486
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
11.8%
14. Type of Reporting Person: IN
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CUSIP NO. 228093-10-0
This is Amendment No. 2 to the Schedule 13D filed by Paul R.
Rentenbach. This amendment reports the disposition of beneficial ownership
in certain shares as the result of a surrender and cancellation by Mr.
Rentenbach of a certain Option Agreement previously described in his initial
Schedule 13D filing. Items 5 and 6 of the Schedule 13D are amended to read
as follows:
ITEM 5. Interest in Securities of the Issuer
(a) Mr. Callahan owns beneficially 183,486 shares of Common
Stock, which includes: 86,667 shares as to which Mr. Callahan has the right
to acquire pursuant to presently exercisable stock options granted to him
under the Issuer's 1992 Incentive Stock Option Plan, 52,387 shares as to
which Mr. Callahan has sole power to vote and direct the dispostion thereof,
37,300 shares held by Mr. Callahan's spouse directly and 7, 132 shares held
by Mr. Callahan's spouse as custodian for their children and grandchildren,
as to which Mr. Callahan shares the power to direct the vote and disposition
thereof. Based on the Issuer's representation regarding the number of
Common Stock issued and outstanding as of October 31, 1998, Mr. Callahan is
the beneficial owner of 11.8% of the Issuer's outstanding shares of Common
Stock.
(b) See the response to (a) above.
(c) There have been no transactions in the Common Stock by Mr.
Rentenbach 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. Callahan surrendered to Mr. Richard
S. Keys 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/ DENNIS P. CALLAHAN
Dennis P. Callahan
Dated: December 23, 1998
