

                                
                                
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-Q

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                                
          For the quarterly period ended August 3, 1996
                                
                 Commission File Number:  0-6731
                                
                      C.R. ANTHONY COMPANY
     (Exact name of registrant as specified in its charter)
                                
             Oklahoma                      73-0129405
 (State or other jurisdiction of        (I.R.S. Employer
  incorporation or organization)       Identification No.)
                                                
  701 N. Broadway, Oklahoma City,            73102
             Oklahoma
 (Address of principal executive           (Zip Code)
             offices)
                                
 Registrant's telephone number, including area code:  (405) 278-
                              7400

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  [ X ]    No  [   ]

     Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13, or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes  [ X ]  No [   ]

     Number of shares of Common Stock outstanding as of August
22, 1996:  9,035,645

PART I - FINANCIAL INFORMATION
                                                                            
ITEM 1.  FINANCIAL STATEMENTS                                               
<TABLE>
                                                                            
C. R. ANTHONY COMPANY AND SUBSIDIARY                                        
                                                                            
CONSOLIDATED BALANCE SHEETS                                                 
(Unaudited)                                                                 
(Dollars in Thousands)                                                      
<CAPTION>
                                                                            
                                      August 3,     July 30,   February 3,  
ASSETS                                1996          1995       1996         
                                                                            
<S>                                   <C>           <C>        <C>

CURRENT ASSETS:                                                             
    Cash and cash equivalents         $    5,576    $  3,141   $     2,654  
    Accounts receivable, less                                               
allowance for doubtful
      accounts of $100                    12,192      12,730         2,353  
    Merchandise inventories               88,776      93,993        84,438  
    Other assets                           1,693         861         1,620  
    Deferred income taxes                  1,194       1,894         1,849  
                                                                            
             Total current assets        109,431     112,619        92,914  
                                                                            
PROPERTY AND EQUIPMENT, net               15,110      15,250        15,331  
                                                                            
OTHER ASSETS                                 343         347           376  
                                                                            
DEFERRED INCOME TAXES                      8,273       9,473         8,439  
                                                                            
TOTAL                                 $  133,157    $137,689   $   117,060  
                                                                            
LIABILITIES AND STOCKHOLDERS' EQUITY                                        
                                                                            
CURRENT LIABILITIES:                                                        
    Accounts payable                  $   24,212    $ 20,333   $    14,562  
    Other liabilities                     11,017      10,047         6,673  
    Accrued compensation                   2,074       1,874         1,889  
    Income taxes payable                       -         -             522  
    Current maturities of long-term        8,186      19,724         7,069  
debt
                                                                            
     Total current liabilities            45,489      51,978        30,715  
                                                                            
LONG-TERM DEBT, less current              18,064      20,164        18,114  
maturities
                                                                            
OTHER LIABILITIES                          1,095       1,119         1,096  
                                                                            
COMMITMENTS AND CONTINGENCIES                                               
                                                                            
STOCKHOLDERS' EQUITY:                                                       
    Common stock, $.01 par value;                                           
    50,000,000 shares authorized;
    9,035,645,  9,005,245, and                                              
    9,005,245 shares issued and
    outstanding                               90          90            90  
    Additional paid-in capital            57,307      57,216        57,216  
    Retained earnings                     11,112       7,122         9,829  
                                                                            
      Total stockholders' equity          68,509      64,428        67,135  
                                                                            
TOTAL                                 $  133,157    $137,689   $   117,060  
<F1>
                                                                            
See notes to consolidated financial                                         
statements.
</TABLE>
<TABLE>
C. R. ANTHONY COMPANY AND SUBSIDIARY                                            
                                                                                   
CONSOLIDATED STATEMENTS OF                                                       
OPERATIONS
(Unaudited)                                                                        
(Dollars in Thousands, except per share amounts)
<CAPTION>
                                                                                   
                                    For the Thirteen     For the Twenty-six    
                                      Weeks Ended          Weeks Ended      
                                   August 3,  July 30,  August 3,  July 30,  
                                    1996        1995      1996     1995      
<S>                              <C>        <C>        <C>        <C>
                                                                                   
NET SALES                          $72,688    $77,203   $133,878   $139,544  
                                                                                   
COST OF GOODS SOLD                  46,974     51,785     89,986     95,076  
                                                                                   
GROSS MARGIN                        25,714     25,418     43,892     44,468  
                                                                                   
EXPENSES:                                                                          
 Selling, general and
   administrative                   17,571     18,735     33,515     35,720  
    Advertising                      3,044      3,421      5,095      6,326  
    Depreciation and amortization    1,278      1,147      2,253      2,189  
    Interest                           502        790        925      1,252  
                                                                                   
       Total expenses               22,395     24,093     41,788     45,487  
                                                                                   
INCOME (LOSS) BEFORE INCOME TAXES    3,319      1,325      2,104    (1,019)  
                                                                                   
INCOME TAX (EXPENSE) BENEFIT       (1,295)      (516)      (821)        398  
                                                                                   
NET INCOME (LOSS)                   $2,024       $809     $1,283    $ (621)  
                                                                                   
                                                                                   
NET INCOME (LOSS) PER SHARE         $ 0.22     $ 0.09     $ 0.14   $ (0.07)
                                                                                   
                                                                                   
AVERAGE SHARES OF COMMON STOCK 
OUTSTANDING                      9,023,619  9,005,245  9,014,432  9,005,245
<F2>
                                                                                   
See notes to consolidated financial                                               
statements.
</TABLE>

<TABLE>
C. R. ANTHONY COMPANY AND SUBSIDIARY                                      
                                                                          
CONSOLIDATED STATEMENTS OF CASH FLOWS                                     
(Unaudited)                                                               
(Dollars in Thousands)                                                    
<CAPTION>
                                                                          
                                           26 Weeks           26 Weeks    
                                           Ended              Ended       
                                           August 3,          July 30,    
                                           1996               1995        
<S>                                        <C>                <C> 

CASH FLOWS FROM OPERATING ACTIVITIES:                                     
    Net income (loss)                      $          1,283   $    (621)  
    Adjustments to reconcile net income                                   
     (loss) to
    net cash provided by (used in)                                        
     operating activities:
      Depreciation and amortization                   2,253       2,189   
      Deferred tax expense (benefit)                    821       (398)   
      (Gain) loss on disposals of                    
        equipment                                      (18)           1 
       Common stock issued as compensation                 
         expense                                         91           -  
     Changes in other assets and                                           
        liabilities:
      Accounts receivable                           (9,839)     (10,081)  
      Merchandise inventories                       (4,338)     (18,072)  
      Other assets                                     (76)        (322)  
      Accounts payable and other                     
        liabilities                                  13,471        5,976
      Accrued compensation                              185      (1,087)  
       Net cash provided by (used in)               
        operating activities                          3,833     (22,415)   
                                                                          
CASH FLOWS FROM INVESTING ACTIVITIES:                                     
    Capital expenditures                            (1,996)      (2,276)  
    Proceeds from sale of property and                    
       equipment                                         18           19
     Net cash used in investing activities          (1,978)      (2,257)  
                                                                          
CASH FLOWS FROM FINANCING ACTIVITIES:                                     
  Net borrowings - Revolving Credit                                       
     Agreement                                        1,115       39,560  
  Payments of long-term debt                           (48)     (15,531)  
   Net cash provided by financing                      
     activities                                       1,067       24,029
                                                                          
NET INCREASE (DECREASE) IN CASH AND CASH 
 EQUIVALENTS                                          2,922        (643) 
                                                                          
CASH AND CASH EQUIVALENTS, Beginning of              
period                                                2,654        3,784   
                                                                          
CASH AND CASH EQUIVALENTS, End of period   $          5,576   $    3,141  
                                                                          
SUPPLEMENTAL DISCLOSURES OF CASH FLOW                                     
INFORMATION:
Cash paid during the period for:                                          
      Interest                             $            884   $    1,255  
      Income taxes                         $            557   $    1,150  
<F3>
                                                                          
See notes to consolidated financial                                       
statements.
</TABLE>

C. R. ANTHONY COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

SUMMARY OF INTERIM REPORTING PRACTICES

Basis of presentation - The consolidated financial statements
include the results of operations, account balances and cash
flows of the Company and its wholly owned subsidiary (ANCO
Transportation, which principally transports merchandise to
Company stores).  All material intercompany accounts and
transactions have been eliminated.

The consolidated balance sheets as of August 3, 1996 and July 30,
1995 and the statements of operations and cash flows for the
thirteen and twenty-six weeks ended August 3, 1996 and July 30,
1995 have been prepared by the Company without audit.  In the
opinion of management, all adjustments (consisting only of
normal, recurring accruals) necessary to state fairly the
Company's financial position and the results of operations and
cash flows for the thirteen and twenty-six weeks ended August 3,
1996 and July 30, 1995 have been made.  Due to the seasonal
nature of the business, results for the interim periods are not
necessarily indicative of a full year's operations, and balances
of inventory, receivables, revolving credit agreement borrowings,
and trade payables vary with the seasonal demands of the
business.

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these financial statements be read in
connection with the annual consolidated financial statements and
notes thereto.

Earnings per share - Earnings per share is computed based upon
net income divided by the weighted average number of shares
outstanding.  The impact of stock options on earnings per share
is not materially dilutive.

Reclassifications - Certain reclassifications have been made to
prior year balances to conform with the classifications of such
amounts in the current period.

Accounting pronouncements - In March 1995, the Financial
Accounting Standards Board issued SFAS 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of," which establishes accounting standards for such
assets.  In October 1995, the Financial Accounting Standards
Board issued SFAS 123, "Accounting for Stock-Based Compensation."
SFAS 123 establishes a fair value method and disclosure standards
for stock-based employee compensation arrangements, such as stock
purchase plans and stock options.  As allowed by SFAS 123, the
Company will continue to follow the provisions of Accounting
Principles Board Opinion 25 for such stock based compensation
arrangement and disclose the proforma effects of applying SFAS
123, if any, in the financial statements.  The Company adopted
these new standards effective February 4, 1996.  The adoption of
these standards had no material impact on the Company's financial
position, results of operations or related disclosures to the
Notes to  Consolidated Financial Statements.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995.  With the exception of historical
information, the matters discussed or incorporated by reference
herein are forward-looking statements that involve risks and
uncertainties including, but not limited to:  the risks
indicated in filings with the Securities and Exchange Commission;
changes in law, regulation, technology, and economic conditions;
the loss of key personnel; an increased presence of competition
in the Company's markets; the seasonality of demand for apparel
which can be significantly affected by weather patterns,
competitors' marketing strategies and changes in fashion trends;
availability of product and favorable financing from suppliers
and lending institutions; and failure to achieve the expected
results of merchandising and marketing plans, store opening or
closing plans, and other facility expansion plans.  The
occurrence of any of the above could have a material adverse
impact on the Company's operating results.

Results of Operations

     Thirteen Weeks Ended August 3, 1996 Compared to the Thirteen
Weeks Ended July 30, 1995.  Due to the seasonal nature of the
Company's business, the results of operations for interim periods
are not necessarily indicative of the results of operations for
the full fiscal year.  The following table presents selected
results of operations expressed as a percent of net sales:

                                      13 Weeks Ended
                                    August 3,   July 30,
                                    1996        1995
                                                
Net sales                           100.0%      100.0%
                                                
Gross margin                         35.4%       32.9%
Selling, general and      
 administrative expense              24.2%       24.3%
Advertising                           4.2%        4.4%
Depreciation & amortization           1.7%        1.5%
Interest expense                      0.7%        1.0%
Income before income taxes            4.6%        1.7%

     Net sales.  Comparable store sales declined 4.5% during the
thirteen weeks ended August 3, 1996 ("fiscal 1997 second
quarter") compared to the thirteen weeks ended July 30, 1995
("fiscal 1996 second quarter").  The decline in comparable store
sales is primarily attributable to following a strategy of less
aggressive advertising and maintaining lower inventory levels in
the fiscal 1997 second quarter compared to the fiscal 1996 second
quarter.  In addition, net sales during the quarter also reflect
the effect of a net decrease of $1,320,000 associated with store
openings and closings.   The Company was operating 211 stores as
of August 3, 1996 compared to 203 as of July 30, 1995.  Although
the Company has opened 22 stores and closed 14 since July 30,
1995, the total selling square footage decreased to 2,941,963 at
August 3, 1996 from 2,984,135 at July 30, 1995 due to the
Company's strategy of opening smaller stores in rural markets
while closings have been larger or metropolitan stores.  The
Company opened 5 new stores while closing 5 during fiscal 1997
second quarter.

     Gross margin.  Although the Company had a decline in net
sales, gross margin dollars and percent increased in comparing
fiscal 1997 second quarter to fiscal 1996 second quarter.  The
increase in these margins for the quarter was primarily related
to reduced markdowns while controlling inventory levels and
establishing higher initial mark-ups.  Average inventory per
selling square foot was 5.9% lower during the fiscal 1997 second
quarter as compared to the prior year second quarter.

     Selling, general and administrative expense.  The decline in
selling, general and administrative expense in fiscal 1997 second
quarter as compared to fiscal 1996 second quarter is primarily
due to a $1,136,000 expense reduction achieved in comparable
stores.  The decreases were the result of  lower handling costs
associated with a reduction in merchandise purchases during the
current year and lower personnel costs from improved business
processes and management practices, the first phases of which
were initiated in the second half of last fiscal year.
Management intends to continue implementing business process
improvements to achieve further operating efficiencies.  However,
the rate of improvement over the prior year in personnel costs
will diminish as the implemented process improvements reach their
first anniversary and as the effect of higher hourly wages are
absorbed as a result of increases to minimum wages effective
October 1, 1996 and September 1, 1997.  The costs associated with
new stores were offset by savings realized from stores closed as
the net decrease in non-comparable stores (new and closed stores)
was $249,000.

     Advertising expense.  Advertising expense decreased
$377,000, or 11.0%, in fiscal 1997 second quarter compared to
fiscal 1996 second quarter.  The decrease is primarily
attributable to reductions in the quantity of pre-printed inserts
and broadcast commercials run in fiscal 1997 second quarter.  In
the prior year, the Company was introducing a campaign of  "Every
Jean On Sale Everyday."  While this promotional strategy
continues to be utilized, the marketing costs of maintaining the
program are lower than were incurred in the prior year.  In
addition, since the first of the fiscal year management has been
pursuing a strategy of reducing reliance on more expensive pre-
printed inserts and broadcast media and has increased usage of
newspaper and direct marketing programs.  While the trend of
lower advertising expense is expected to continue in the third
quarter due to the costs associated with a non-recurring
marketing campaign run in the prior year third quarter, this
trend is not expected to continue into the fourth quarter.

     Interest expense.  Interest expense during the fiscal 1997
second quarter was lower than the fiscal 1996 second quarter due
to lower average borrowings and interest rates.  Average
borrowings were $23,511,000 during the fiscal 1997 second quarter
as compared to $29,530,000 in the fiscal 1996 second quarter.
The interest rate was lower due to the new revolving credit
agreement entered into in July 1995 (see "Liquidity and Capital
Resources").

     Tax expense.  The Company's effective tax rate was 39% in
the fiscal 1997 second quarter and the fiscal 1996 second
quarter.  The principal differences from the federal statutory
rate were state income taxes.

     Net income.  As a result of the above factors, results of
operations improved as net income increased $1,215,000, or 150%,
to $2,024,000 in the fiscal 1997 second quarter compared to
$809,000 in the fiscal 1996 second quarter.

     Twenty-six Weeks Ended August 3, 1996 Compared to the Twenty-
six Weeks Ended July 30, 1995.  Due to the seasonal nature of the
Company's business, the results of operations for interim periods
are not necessarily indicative of the results of operations for
the full fiscal year.  The following table presents selected
results of operations expressed as a percent of net sales:

                                       26 Weeks Ended
                                    August 3,     July 30,
                                    1996          1995
                                                  
Net sales                            100.0%        100.0%
                                                  
Gross margin                          32.8%         31.9%
Selling, general and                 
 administrative expense               25.0%         25.6% 
Advertising                            3.8%          4.5%
Depreciation & amortization            1.7%          1.6%
Interest expense                       0.7%          0.9%
Income (loss) before income taxes      1.6%         (0.7%)

     Net sales.  Comparable store sales have declined 3.8% during
the twenty-six weeks ended August 3, 1996 compared to the twenty-
six weeks ended July 30, 1995.  Except for the February  clearance
period, the Company has been focused on following a strategy of
less aggressive advertising and maintaining lower inventory
levels as compared to the twenty-six weeks ended July 30, 1995.
Net sales during the twenty-six weeks ended August 3, 1996 also
reflect a net decrease of $797,000 associated with store openings
and closings.  The Company opened 12 new stores while closing 9
during the twenty-six weeks ended August 3, 1996.

     Gross margin.  Gross margin dollars declined in comparing
the twenty-six weeks ended August 3, 1996 to the twenty-six weeks
ended July 30, 1995 while the gross margin percent improved.  The
decline in gross margin dollars occurred during the first quarter
and was primarily related to a strategy of positioning inventory
through clearance activity which occurred principally in
February.  Subsequent to this repositioning, the gross margin
percent has improved as the result of reduced markdowns and
establishing higher initial mark-ups.  This margin percent
improvement increased gross margin dollars $296,000 on a net
sales decline of $4,515,000 during the second quarter.  Average
inventory per selling square foot was 4.2% lower during the
twenty-six weeks ended August 3, 1996 as compared to the twenty-
six weeks ended July 30, 1995.

     Selling, general and administrative expense.  The decline in
selling, general and administrative expense in the twenty-six
weeks ended August 3, 1996 as compared to the twenty-six weeks
ended July 30, 1995 is primarily due to the continuing trend of
lower handling costs associated with a reduction in merchandise
purchases and lower personnel costs from implementing improved
business processes and management practices.  Expense reductions
achieved from comparable stores were $2,054,000.  The costs
associated with new stores were more than offset by savings
realized from stores closed as the net decrease in non-comparable
stores (new and closed stores) was $191,000.

     Advertising expense.  Advertising expense decreased
$1,231,000, or 19.5%, in the twenty-six weeks ended August 3,
1996 compared to the twenty-six weeks ended July 30, 1995.  See
factors in discussion of second quarter results above.

     Interest expense.  Interest expense was lower in the twenty-
six weeks ended August 3, 1996 compared to the twenty-six weeks
ended July 30, 1995 due to lower average borrowings and interest
rates.  Average borrowings were $21,806,000 during the twenty-six
weeks ended August 3, 1996 as compared to $23,204,000 in the
twenty-six weeks ended July 30, 1995.  The interest rate was lower
due to the new revolving credit agreement entered into in July 
1995 (see "Liquidity and Capital Resources").

     Tax expense.  The Company's effective tax rate was 39%
during the twenty-six weeks ended August 3, 1996 and July 30,
1995.  The principal differences from the federal statutory rate
were state income taxes.

     Net income (loss).  As a result of the above factors,
results of operations improved as the Company is reporting net
income of $1,283,000 for the twenty-six weeks ended August 3,
1996 as compared to a net loss of $621,000 in the twenty-six
weeks ended July 30, 1995.

Liquidity and Capital Resources

     The Company's primary cash requirements are for seasonal
working capital and capital expenditures in connection with its
new store expansion and remodeling programs, equipment and
software for information systems and distribution center
facilities.  The Company's inventory levels build in early spring
for the Easter and spring selling season, in early summer for the
back-to-school selling season, and throughout the fall, peaking
during the Christmas selling season.  Accounts receivable,
consisting principally of layaway receivables, peak during July
due to the back-to-school layaway promotion and decrease during
the third quarter as payments are received.  Capital expenditures
typically occur throughout the year.

     The Company's primary sources of funds are cash flow from
operations, borrowings under its working capital and letter of
credit facility and trade accounts payable.  Terms for trade
accounts payable are generally 30 days with the total of trade
accounts payable fluctuating with the timing of  merchandise
receipts.

     The Company also has a private label charge card program.
The charge card receivables are sold to a third party processor
on a non-recourse basis at 100% of face value, less a stated
discount rate.  The Company is also obligated to pay a fee to the
third party processor for bad debt losses equal to 50% of such
losses in excess of 2.25% of annual private label charge card
sales.  The Company records the discount and accrues for its
estimated obligation for bad debt expense at the time the
receivables are sold.

     The Company had net operating loss carryforwards of
approximately $16,800,000 at the end of fiscal 1996.  The benefit
of the net operating loss carryforwards has been fully recorded
as a deferred tax asset.  The Company can deduct approximately
$2,700,000 of the loss carryforward each year through fiscal 2007
which, at current effective income tax rates, produces a tax
savings annually of approximately $1,050,000.

     The increase in cash flow from operating activities in the
twenty-six weeks ended August 3, 1996 as compared to the twenty-
six weeks ended July 30, 1996 was due in part to improved
operating results.  However, the principal cause for improvement
was a reduction during the twenty-six weeks ended August 3, 1996
in required working capital, contrasted to an increase in the
twenty-six weeks ended July 30, 1995.  The change in working
capital was due to lower inventory investment during the current
year.  Purchases of inventory during the  twenty-six weeks ended
August 3, 1996 were approximately $18,806,000 less than during
the twenty-six weeks ended July 30, 1995.  Outstanding borrowings
of long-term debt, which were $9,324,000 higher at the end of
fiscal 1996 compared to the end of fiscal 1995, were $13,638,000
lower at August 3, 1996 as compared to July 30, 1995.

     Net cash used for capital expenditures was $1,996,000 and
$2,276,000 in the twenty-six weeks ended August 3, 1996 and July
30, 1995, respectively.  These amounts included the following
expenditures in the periods presented (dollars in thousands):

                                                26 Weeks Ended       
                                            August 3,     July 30, 
                                               1996         1995
                                                                       
 Store expenditures:
     New stores                                   $603        $941 
     Remodels, expansions, and                    
       relocations                                 224         678
     Other                                          95         255 
  Information systems                              596         221 
  Distribution center                              299           - 
  Other                                            179         181 
     Total                                      $1,996      $2,276 

     In July 1995, the Company entered into an Amended and
Restated Loan Agreement (the "Agreement") maturing July 26, 2000.
The Agreement provides for revolving credit borrowings, letters
of credit and $20 million of long-term debt.  The long-term
portion requires a $2 million annual payment.  Maximum borrowings
under the Agreement are $60 million reduced annually by the $2
million long-term principal payment.  The rate of interest on
borrowings is at an index rate (thirty-day dealer commercial
paper rate or LIBOR rates for selected terms) plus 2% per annum
plus a fee of 0.25% on the unused portion of the facility.  The
Agreement is secured by a lien on substantially all assets of the
Company.  Proceeds from the new agreement were used to pay off
the $15,368,000 secured note payable to the former Bank Group
which had provided for $3 million annual principal reductions and
matured June 1, 1999.  By paying off the Bank Group secured
note, the Company achieved a slight improvement in interest cost
and reduced annual principal payment obligations of $3.0 million
to $2.0 million.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     The Company is currently subject to certain litigation in
the normal course of business which, in the opinion of
management, will not result in a material adverse effect on the
Company's business, financial position, or results of operations.

ITEM 2.  CHANGES IN SECURITIES

     None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The 1996 Annual Meeting of Shareholders of the Company was
held on June 10, 1996.  The following matters were submitted to a
vote of the Company's shareholders:

     1.  The election of five directors (constituting the entire
board of directors) for the ensuing year and until their
successors are duly elected and qualified.  The results of the
election for each such director were as follows:

     Director                 Votes For        Votes Withheld
     John J. Wiesner          8,033,543             2,411
     James J. Gaffney         8,033,543             2,411
     Alan Melamed             8,027,238             8,716
     Willard C. Shull, III    8,033,543             2,411
     Jeffrey I. Werbalowsky   8,027,238             8,716

     2.  The ratification of the selection of Deloitte & Touche
LLP as independent auditors of the Company for the fiscal year
ending February 1, 1997.  The results of the vote with respect to
such proposal were as follows:

                                            Votes Against  Abstentions and
                             Votes For      or Withheld    Broker Non-
                                                           Votes
Ratification of Selection of                                 
    Independent Auditors      8,035,954      None           None


ITEM 5.  OTHER INFORMATION

     The Company announced that its common stock was listed for
trading on the Nasdaq National Market System commencing on
Wednesday, August 7, 1996.  Previously, trades in the Company's
common stock had been entered on the Nasdaq Bulletin Board by
certain broker dealers.  The Company's trading symbol on the
Nasdaq National Market System will continue to be "CRAU."

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:  The following exhibits are filed as part of
this Form 10-Q:

        No.     Description

       10.1      Form of Stock Option Agreement dated June 10,
                 1996 evidencing the grant of options to
                 purchase 5,000 shares of Common Stock of the
                 Company to each of the following directors of
                 the Company:  James J. Gaffney, Alan Melamed,
                 Willard C. Shull, III, and Jeffrey I.
                 Werbalowsky.
       
       10.2      Amended Severance Compensation Agreement dated
                 May 31, 1996 to Severance Agreement dated April
                 1, 1995, between the Company and William A.
                 North.

       27.1      Financial Data Schedule.

     (b)  Reports on Form 8-K:  There were no reports on Form 8-K
filed by the Company during the fiscal quarter ended August 3,
1996.


SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                                C.R. ANTHONY COMPANY
                                         (Registrant)


Dated: August 23, 1996             /s/ Michael E. McCreery
                                   Michael E. McCreery
                                    Vice Chairman, Chief
                                    Administrative Officer and
                                    Treasurer (principal
                                    financial officer)



Dated: August 23, 1996             /s/ Richard E. Stasyszen
                                   Richard E. Stasyszen
                                    Vice President and
                                    Controller (chief accounting
                                    officer)
EXHIBIT INDEX

     No.         Description

     10.1      Form of Stock Option Agreement dated June 10,
               1996 evidencing the grant of options to purchase
               5,000 shares of Common Stock of the Company to
               each of the following directors of the Company:
               James J. Gaffney, Alan Melamed, Willard C. Shull,
               III, and Jeffrey I. Werbalowsky.

     10.2      Amended Severance Compensation Agreement
               dated May 31, 1996 to Severance Agreement dated
               April 1, 1995, between the Company and William A.
               North.

     27.1      Financial Data Schedule.



