SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CRW FINANCIAL, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
126276104
(CUSIP Number)
Daniel R. Tisch
WTG & CO., L.P.
500 Park Avenue
New York, New York 10022
(212) 935-7640
(Name, address and telephone number of person
authorized to receive notices and communications)
May 11, 1995
(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 / /.
Check the following box if a fee is being paid with the
statement /X/. (A fee is not required only if the reporting
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.)<PAGE>
CUSIP No. 126276104 13D Page 2 of 13 Pages
_____________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WTG & Co., L.P.
2. Check the Appropriate Box if a Member of a Group
(a)
(b) X
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares
Beneficially 8. Shared Voting Power
Owned by 61,380 Shares
Each Reporting 9. Sole Dispositive Power
Person With
10. Shared Dispositive Power
61,380 Shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
61,380 Shares
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
7.0%
14. Type of Reporting Person
PN
<PAGE>
CUSIP No. 126276104 13D Page 3 of 13 Pages
_____________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
D. Tisch & Co., Inc.
2. Check the Appropriate Box if a Member of a Group
(a)
(b) X
3. SEC Use Only
4. Source of Funds
AF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares
Beneficially 8. Shared Voting Power
Owned by 61,380 Shares
Each Reporting 9. Sole Dispositive Power
Person With
10. Shared Dispositive Power
61,380 Shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
61,380 Shares
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares
13. Percent of Class Represented by Amount in Row (11)
7.0%
14. Type of Reporting Person
CO
<PAGE>
CUSIP No. 126276104 13D Page 4 of 13 Pages
_____________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Daniel R. Tisch
2. Check the Appropriate Box if a Member of a Group
(a)
(b) X
3. SEC Use Only
4. Source of Funds
AF
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
Number of 7. Sole Voting Power
Shares
Beneficially 8. Shared Voting Power
Owned by 61,380 Shares
Each Reporting 9. Sole Dispositive Power
Person With
10. Shared Dispositive Power
61,380 Shares
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
61,380 Shares
12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
7.0%
14. Type of Reporting Person
IN
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, par
value $0.01 per share (the "Shares"), issued by CRW
Financial, Inc., a Delaware corporation (the "Company"),
whose principal executive offices are at 443 South Gulph
Road, King of Prussia, Pennsylvania 19406.
Item 2. Identity and Background.
(a) This statement is filed by (i) WTG & Co.,
L.P., a Delaware limited partnership ("WTG"), with respect to
the Shares owned by Mentor Partners, L.P., a Delaware limited
partnership ("Mentor"), of which WTG is the general partner,
and (ii) D. Tisch & Co., Inc., a Delaware corporation ("D.
Tisch & Co."), which is the general partner of WTG, with
respect to all of the Shares beneficially owned by WTG, and
(iii) Daniel R. Tisch, the sole stockholder of D. Tisch &
Co., with respect to all of the Shares beneficially owned by
WTG. WTG, D. Tisch and Co. and Daniel R. Tisch are col-
lectively referred to herein as the "Reporting Persons."
The Reporting Persons do not admit that they
constitute a group.
(b) The address of the principal business offices
of each of the Reporting Persons is 500 Park Avenue, New
York, New York 10022.
(Page 5 of 13 Pages)<PAGE>
(c) The principal business of WTG is serving as
the general partner of Mentor (whose principal business is
investment in securities, primarily in connection with
"merger" (or "risk") arbitrage and, to a lesser extent,
classic arbitrage, including convertible securities
arbitrage). The sole business of D. Tisch & Co. is serving
as the general partner of WTG, and other than such service,
D. Tisch & Co. has no investment or operating history of any
kind. The principal business of Daniel R. Tisch is serving
as President of D. Tisch & Co.
(d) None of the persons referred to in paragraph
(a) above has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the persons referred to in paragraph
(a) above has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Daniel R. Tisch, President and sole Director
of D. Tisch & Co., is a United States citizen. D. Tisch &
(Page 6 of 13 Pages)<PAGE>
Co. is a Delaware corporation. WTG is a Delaware limited
partnership.
Item 3. Source and Amount of Funds or Other Consideration.
According to a press release issued by Casino &
Credit Services, Inc. ("CCS") and dated May 11, 1995, the
distribution by CCS of Shares (the "Distribution") to holders
of shares of the Common Stock, par value $0.001 per share, of
CCS (the "CCS Common Stock") was completed on May 11, 1995.
Pursuant to the Distribution, the 306,900 shares of CCS
Common Stock, that Mentor owned immediately prior to the
effective date of the Distribution entitled Mentor to receive
61,380 Shares. All of the CCS Common Stock purchased by
Mentor and the Shares acquired by Mentor pursuant to the
Distribution have been acquired in the ordinary course of
Mentor's business.
Item 4. Purpose of Transaction.
The purpose of the acquisition of Shares is for
investment. Mentor may make further purchases of the Shares
from time to time and may dispose of any or all of the Shares
held by it at any time. None of the Reporting Persons has
any present plans or intentions which relate to, or could
result in, any of the matters referred to in paragraphs (b)
through (j), inclusive, of Item 4 of Schedule 13D. Such
(Page 7 of 13 Pages)<PAGE>
entities and persons may, at any time and from time to time,
review or reconsider their position with respect to the
Company, and formulate plans or proposals with respect to any
of such matters, but have no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Mentor beneficially
owns an aggregate of 61,380 Shares (or approximately 7.0% of
the Shares outstanding based on information contained in the
Company's Form S-1 Registration Statement dated April 10,
1995 and filed with the Securities and Exchange Commission).
None of WTG, D. Tisch & Co. nor Daniel R.
Tisch own directly any of the Shares. By reason of the pro-
visions of Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Act"), each of such persons may be
deemed to own beneficially the Shares beneficially owned by
WTG.
Except as set forth herein, none of the
Reporting Persons beneficially owns any of the Shares.
(b) WTG, by virtue of its power as the general
partner of Mentor, has the power to vote and to dispose of
the Shares owned by Mentor. By virtue of D. Tisch & Co.'s
power as general partner of WTG, and by virtue of Daniel R.
Tisch's power as President of D. Tisch & Co., Daniel R. Tisch
(Page 8 of 13 Pages)<PAGE>
and D. Tisch & Co. may be deemed to share dispositive and
voting power over all securities beneficially owned by WTG,
to the extent that WTG has such dispositive or voting power.
(c) Except as set forth under Item 3 hereto, no
transactions in the Shares have been effected during the past
sixty days by any of the Reporting Persons.
(d) No person other than each respective
beneficial owner referred to herein is known to have the
right to receive or the power to direct the receipt of
dividends from or the proceeds of sale of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to
Securities of the Issuer.
Except as described above, there are no contracts,
arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof or be-
tween such persons and any other person with respect to any
securities of the Company, including but not limited to
transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the
giving or withholding of proxies.
(Page 9 of 13 Pages)<PAGE>
Item 7. Material to be Filed as Exhibits.
A written agreement relating to the filing of joint
acquisition statements as required by Rule 13d-l(f)(1) under
the Act is filed herewith as Exhibit 1.
(Page 10 of 13 Pages)<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
Dated: May 17, 1995
WTG & CO., L.P.
By:/s/ Daniel R. Tisch
Daniel R. Tisch
Managing Director
D. TISCH & CO., INC.
By:/s/ Daniel R. Tisch
Daniel R. Tisch
President
/s/ Daniel R. Tisch
Daniel R. Tisch
(Page 11 of 13 Pages)<PAGE>
EXHIBIT INDEX
-------------
Exhibit 1 -- Joint Acquisition Statement Pursuant to Rule
13d-1(f)(1).
(Page 12 of 13 Pages)
EXHIBIT 1
---------
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-l(f)(1)
The undersigned acknowledge and agree that the
foregoing statement on Schedule 13D is filed on behalf of
each of the undersigned and that all subsequent amendments to
this statement on Schedule 13D shall be filed on behalf of
each of the undersigned without the necessity of filing ad-
ditional joint acquisition statements. The undersigned ac-
knowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and ac-
curacy of the information concerning him or it contained
therein, but shall not be responsible for the completeness
and accuracy of the information concerning the other, except
to the extent that he or it knows or has reason to believe
that such information is inaccurate.
Dated: May 17, 1995
WTG & CO., L.P.
By:/s/ Daniel R. Tisch
Daniel R. Tisch
Managing Director
D. TISCH & CO., INC.
By:/s/ Daniel R. Tisch
Daniel R. Tisch
President
/s/ Daniel R. Tisch
Daniel R. Tisch
(Page 13 of 13 Pages)
