CROWN BOOKS CORP
SC 13G, 1996-04-10
MISCELLANEOUS SHOPPING GOODS STORES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                                  SCHEDULE 13G



                   Under the Securities Exchange Act of 1934

                            (Amendment No.        )*


                            CROWN BOOKS CORPORATION
                                (Name of Issuer)


                                  COMMON STOCK
                         (Title of Class of Securities)


                                   228210100
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement [ X ].  (A
fee is not required only if the filing person:  (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purposed of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).





                               Page 1 of 5 pages
<PAGE>   2

CUSIP No. 228210100                   13G                   Page 2 of 5 Pages



1.  NAME OF REPORTING PERSON
     S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     HEARTLAND ADVISORS, INC.

     #39-1078128

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                        (a)  [      ]
                                        (b)  [      ]

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

                 WISCONSIN, U.S.A.

         NUMBER OF           5.  SOLE VOTING POWER
    SHARES BENEFICIALLY 
         OWNED BY            481,100
           EACH
        REPORTING            6.  SHARED VOTING POWER
          PERSON             
           WITH              None

                             7.  SOLE DISPOSITIVE POWER

                             541,100

                             8.  SHARED DISPOSITIVE POWER 

                             None


9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       541,100

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

       10.0%

12.  TYPE OF REPORTING PERSON*

              IA
<PAGE>   3

CUSIP NUMBER  228210100                                  Page 3 Of 5 Pages

Item 1.
     (a) Name of Issuer:   Crown Books Corporation



     (b) Address of Issuer's Principal Executive Offices:
            3300 75th Avenue
            Landover,  MD   20785

Item 2.
     (a) Name of Person Filing:    Heartland Advisors, Inc.


     (b) Address of Principal Business Office:
                Heartland Advisors, Inc.
                790 North Milwaukee Street
                Milwaukee, WI  53202


     (c) Citizenship:       Heartland Advisors is a Wisconsin corporation.

     (d) Title of Class of Securities:  Common Stock

     (e)  CUSIP Number: 228210100

Item 3. If this statement is filed pursuant to Rule 13d-1(b),
        or 13d-2(b), check whether the person filing is a:

     (a)         Broker or Dealer registered under Section 15 of the Act.
        -----
     (b)         Bank as defined in Section 3(a)(6) of the Act.
        -----

     (c)         Insurance company as defined in Section 3(a)(19) of the Act.
        -----

     (d)         Investment company registered under Section 8 of the
        -----    Investment Company Act of 1940.

     (e)  X      Investment adviser registered under Section 203 of the
        -----    Investment Advisers Act of 1940.

     (f)         Employee Benefit Plan, Pension Fund which is subject to the
        -----    provisions of the Employee Retirement Income Security
                 Act of 1974 or Endowment Fund;  see Sec
                 240.13d-1(b)(1)(ii)(F).
<PAGE>   4


     (g)         Parent Holding Company, in accordance with Sec
        -----    240.13d-1(b)(ii)(G) (Note:  See Item 1).


     (h)         Group, in accordance with
        -----    Sec 240.13d-1(b)(1)(ii)(H).

Item 4. Ownership.

     (a) Amount beneficially owned:
         541,100 shares may be deemed beneficially owned within the meaning of
Rule 13d-3 of the Securities Exchange Act of 1934 by Heartland Advisors, Inc.

     (b) Percent of Class:
         10.0%

     (c)  For information on voting and dispositive power with respect to
the above listed shares, see Items 5-8 of the Cover Page.


Item 5. Ownership of Five Percent or Less of a Class.

        If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following:[  ]


Item 6. Ownership of more than Five Percent on Behalf of Another
        Person.

        The shares of common stock to which this Schedule relates are held in
investment advisory accounts of Heartland Advisors, Inc.  As a result, various
persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities.  The
interests of one such account, Heartland Small Cap Contrarian Fund, a series of
Heartland Group, Inc., a registered investment company,  relates to more than
5% of the class.


Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.

        Not Applicable.

Item 8. Identification and Classification of Members of the Group.

        Not Applicable.

Item 9. Notice of Dissolution of Group.

        Not Applicable.
<PAGE>   5


Item 10.  Certification.

        By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.

                                   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.

DATE:  April 8, 1996

                          HEARTLAND ADVISORS, INC.

                          By:    PATRICK J. RETZER
                                  Patrick J. Retzer
                                  Vice President/Treasurer


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