SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    --------

                                    FORM 10-Q
(Mark One)

 X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
---   SECURITIES EXCHANGE ACT OF 1934

                                       
      For the quarterly period ended September 30, 1998
                                     ------------------

---   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
      OF SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to _______________________


                         Commission file number 0-26014
                                                -------

                               CRW Financial, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


              Delaware                                      23-2691986
   -------------------------------                      -------------------
   (State or other jurisdiction of                       (I.R.S. employer
    incorporation or organization)                      identification no.)


200 Four Falls Corporate Center, Suite 415, West Conshohocken, PA      19428
-------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

                                                                       
        Registrant's telephone number, including area code: 610/878-7429
                                                            ------------

               ---------------------------------------------------
               Former name, former address and former fiscal year,
                         if changed since last report.


     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
                                             ---     ---

     The number of shares outstanding of the Registrant's common stock is
6,565,709 as of October 30, 1998.


<PAGE>


                      CRW FINANCIAL, INC. AND SUBSIDIARIES

                                      INDEX



                                                                           PAGE
                                                                           ----
PART I -  FINANCIAL INFORMATION

ITEM 1 -  FINANCIAL STATEMENTS

            CONDENSED CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 1997
            AND SEPTEMBER 30, 1998                                           3

            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997
            AND SEPTEMBER 30, 1998                                           4

            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
            AND SEPTEMBER 30, 1998                                           5

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS             6

ITEM 2 -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
          AND FINANCIAL CONDITION                                            10

PART II - OTHER INFORMATION

ITEM 6 -  EXHIBITS AND REPORTS ON FORM 8-K                                   13

          SIGNATURES                                                         14


     In addition to historical information, this Quarterly Report contains
forward-looking statements relating to such matters as anticipated financial
performance, business prospects and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the Company
notes that a variety of factors could cause the Company's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements. The risks
and uncertainties that may affect the operation, performance, developments and
results of the Company's business include, but are not limited to, those matters
discussed herein the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations." The words "believe," "expect,"
"anticipate," "project" and similar expressions identify forward-looking
statements, which reflect management's analysis only as of the date hereof. The
Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.


<PAGE>


                               CRW FINANCIAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  DECEMBER 31, 1997      SEPTEMBER 30, 1998
                                                                  -----------------      ------------------
                                                                                             (unaudited)
                                                                    (In Thousands, Except Share Amounts)
     ASSETS
     ------
<S>                                                                   <C>                    <C>
CURRENT ASSETS:
     Cash                                                             $    115               $     89
     Other current assets                                                   83                    155
     Net assets of discontinued operations                               1,738                  1,470
     Investment in NCO Group, Inc. (Note 4)                              2,013                     --
                                                                      --------               --------
           Total current assets                                          3,949                  1,714
PROPERTY AND EQUIPMENT, net                                                 44                     35
INVESTMENT IN TELESPECTRUM WORLDWIDE INC.                               15,266                 12,711
DEFERRED INCOME TAX ASSET                                                2,324                  2,592
OTHER ASSETS                                                                48                     -- 
                                                                      --------               --------
                                                                      $ 21,631               $ 17,052
                                                                      ========               ========
     LIABILITIES AND STOCKHOLDERS' EQUITY                                               
     ------------------------------------
CURRENT LIABILITIES:                                                                    
     Current Portion of long-term debt                                $    798               $     --
     Accounts payable                                                      159                     64
     Accrued expenses                                                    2,278                     78
                                                                      --------               --------
           Total current liabilities                                     3,235                    142
                                                                      --------               --------
DEFFERED INCOME TAXES                                                    5,795                  5,795
                                                                      --------               --------
STOCKHOLDERS' EQUITY:                                                                   
     Preferred Stock, no par value, 500,000 shares authorized,                          
           no shares issued and outstanding                                 --                     --
     Common Stock $.01 par value, 20,000,000 shares authorized                          
           6,435,486 and 6,555,709 shares issued                                        
           and outstanding, respectively                                    64                     65
     Additional paid-in capital                                         40,390                 40,562
     Unrealized gain on investment in NCO Group, Inc.                    1,263                     --
     Accumulated deficit                                               (29,116)               (29,512)
                                                                      --------               --------        
           Total stockholders' equity                                   12,601                 11,115
                                                                      --------               --------
                                                                      $ 21,631               $ 17,052
                                                                      ========               ========
</TABLE>

            See notes to condensed consolidated financial statements

                                       1

<PAGE>


                      CRW FINANCIAL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                   THREE  MONTHS ENDED         NINE MONTHS ENDED
                                                      September 30,              September 30,
                                                   -------------------       ---------------------
                                                    1997         1998          1997          1998
                                                   -------       -----       -------       -------
                                                        (In thousands, except share amounts)
<S>                                                <C>           <C>         <C>           <C>    
NET REVENUES                                       $    --       $  --       $    --       $    --
OPERATING EXPENSES, excluding
  non-cash charges                                   1,893          58         2,829           350
DEPRECIATION AND AMORTIZATION                           94           3           144             9
                                                   -------       -----       -------       -------
     Operating Loss                                 (1,987)        (61)       (2,973)         (359)
GAIN ON SALE OF SECURITIES                           1,324          --         1,324         1,914
INTEREST EXPENSE                                       (27)         --          (420)           (6)
EQUITY IN EARNINGS (LOSS)
  OF TELESPECTRUM                                   (3,100)        669        (2,370)       (2,609)
                                                   -------       -----       -------       -------
     Income (loss) from continuing operations
       before income taxes                          (3,790)        608        (4,439)       (1,060)
INCOME TAXES (BENEFIT)                                  --         242          (276)         (425)
                                                   -------       -----       -------       -------
     Income (loss) from continuing operations       (3,790)        366        (4,163)         (635)
INCOME FROM DISCONTINUED OPERATIONS, NET                80          66             2           239
GAIN ON SALE OF DISCONTINUED OPERATIONS, NET            --          --         1,481            -- 
                                                   -------       -----       -------       -------
NET INCOME (LOSS)                                  $(3,710)      $ 432       $(2,680)      $  (396)
                                                   =======       =====       =======       =======
BASIC INCOME (LOSS) PER COMMON SHARE
              Continuing Operations                $ (0.59)      $0.06       $ (0.69)      $ (0.09)
              Discontinued Operations                  (--)       0.01          0.25          0.03
                                                   -------       -----       -------       -------
                                                   $ (0.59)      $0.07       $ (0.44)      $ (0.06)
                                                   =======       =====       =======       =======
DILUTED INCOME (LOSS) PER COMMON SHARE
              Continuing Operations                $ (0.59)      $0.05       $ (0.69)      $ (0.09)
              Discontinued Operations                   --        0.01          0.25          0.03
                                                   -------       -----       -------       -------
                                                   $ (0.59)      $0.06       $ (0.44)      $ (0.06)
                                                   =======       =====       =======       =======
</TABLE>

            See notes to condensed consolidated financial statements


                                       2

<PAGE>


                      CRW FINANCIAL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                  NINE MONTHS ENDED
                                                            -----------------------------
                                                            SEPT 30, 1997   SEPT 30, 1998
                                                            -------------   -------------
                                                                   (In Thousands)
<S>                                                          <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

NET LOSS                                                     $ (2,680)        $  (396)

   Adjustments to reconcile net loss to net cash
     used in operating activities:
       Equity in Loss of TeleSpectrum                           2,370           2,609
       Discontinued Operations - Non Cash Charges and
         Working Capital Changes                               (2,336)            444
       Gain on sale of collection business                     (1,481)             --
       Gain on sale of NCO Group, Inc. securities              (1,324)         (1,914)
       Depreciation and amortization                              190               9
       Deferred taxes                                            (204)           (425)
   (Increase)/decrease in assets
       Other assets                                                62             (24)
    Increase (decrease) in liabilities
       Accounts payable                                           (69)            (95)
       Accrued expenses and other liabilities                   1,014          (2,200)
                                                             --------         -------
Net cash used in operating activities                          (4,458)         (1,992)
                                                             --------         -------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sale of NCO Group, Inc. securities           9,623           2,664
     Proceeds from sale of collection business                  3,750              --
     Investing activities of discontinued operations             (248)            (73)
                                                             --------         -------
Net cash provided by investing activities                      13,125           2,591
                                                             --------         -------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from exercise of stock options                        421              75
   Repayments of long term debt                                  (514)           (700)
   Repayments under line of credit                             (8,500)             --
                                                             --------         -------
Net cash used in  financing activities                         (8,593)           (625)
                                                             --------         -------
INCREASE (DECREASE) IN CASH                                        74             (26)

CASH, BEGINNING OF PERIOD                                       1,448             115
                                                             --------         -------
CASH, END OF PERIOD                                          $  1,522         $    89
                                                             ========         =======
</TABLE>

            See notes to condensed consolidated financial statements


                                       3

<PAGE>


                      CRW FINANCIAL, INC. AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

1. BACKGROUND:

     CRW Financial, Inc. ("CRW" or the "Company") founded TeleSpectrum Worldwide
Inc. ("TLSP") in April 1996. TLSP is a premier provider of integrated
teleservices and is listed on the NASDAQ National Market System under the symbol
"TLSP." CRW owns approximately 6.2 million shares of common stock of TLSP,
representing approximately 25% of the outstanding common stock of TLSP. On
September 3, 1998, CRW entered into a definitive merger agreement with TLSP
pursuant to which each outstanding share of CRW Common Stock will be exchanged
for 0.709 shares of TLSP. On October 30, 1998, CRW sold all of its interest in
Casino Money Centers, Inc. ("CMC") to Innovative Financial Systems, Inc., an
unrelated third party, for $2,250,000 in cash. The purchase price will be
adjusted based on the October 30, 1998 balance sheet of CMC. CRW expects to
record an after-tax gain of approximately $200,000 on the sale of CMC. CRW plans
to utilize a portion of the proceeds from the sale of CMC to extinguish its
remaining liabilities and expects to make a special cash distribution to its
shareholders and the holders of certain warrants issued by CRW with the
remaining proceeds. CRW and TLSP have filed a preliminary merger proxy with the
Securities and Exchange Commission and currently expect the merger to close in
the first quarter of 1999.

2. BASIS OF PRESENTATION:

     The accompanying unaudited consolidated financial statements have been
prepared in conformity with generally accepted accounting principles. The
interim financial information, while unaudited, reflects all normal recurring
adjustments which are, in the opinion of management, necessary for a fair
presentation of the interim financial statements. The results for the three
months and nine months are not necessarily indicative of results expected for
the full year. These financial statements should be read in conjunction with the
audited financial statements and the notes thereto included in the CRW
Financial, Inc. Annual Report on Form 10-K for the year ended December 31, 1997.

3. BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE:

     The Company has adopted SFAS No. 128, "Earnings per Share". SFAS No. 128
requires a dual presentation of "Basic" and "Diluted" EPS on the face of the
income statement. Basic EPS is computed by dividing net income (loss) by the
weighted average number of shares of common stock outstanding for the period.
Diluted EPS includes the effect, if any, from the potential exercise or
conversion of securities, such as stock options, which would result in the
issuance of shares of common stock. However, this effect is not included if the
Company has a net loss in the period. The weighted average number of shares of
common stock used for computing basic EPS for the three months ending September
30, 1997 and 1998 was 6,255,433 and 6,489,543, respectively, and was 6,044,350
and 6,477,128 for the nine months ended September 30, 1997 and 1998,
respectively. The number of shares used for calculating diluted EPS was the same
as the number of shares used for calculating basic EPS for the three months
ended September 30, 1997 and for the nine months ended September 30, 1997 and
1998 as a result of net losses for these periods. For the three months ended
September 30, 1998, the Company had net income and therefore the following
reconciliation is presented:

                                                 Number of Shares
                                                Three Months Ended
                                                September 30, 1998
                                                ------------------

        Shares used in Basic EPS                    6,489,543
        Impact of Options and Warrants              1,051,926
                                                    ---------
        Shares used in Diluted EPS                  7,541,469
                                                    =========

4. SALE OF COLLECTION BUSINESS:

     On February 2, 1997, CRW sold the assets of its Collection Business to NCOG
for consideration appraised at $12,800,000, consisting of $3,750,000 in cash,
345,178 shares of NCOG common stock, and a warrant to purchase 375,000 shares of
NCOG common stock at $18.42 per share. The Company recorded an after-tax gain of
$1,481,000 on the sale of the Collection Business. The gain will not result in
the payment of any Federal income taxes as the Company has sufficient net


                                       1

<PAGE>


operating loss carryforwards to offset taxes due on the gain. The gain on the
sale of the Collection Business was recorded as follows (in thousands):

       Fair Market Value of Consideration Paid by NCOG          $12,800
       Net Assets Sold                                           (7,942)
       Retention, Severance Pay and Non-compete Payments         (1,339)
       Estimated Purchase Price Adjustment                         (260)
       Professional Fees and Accrued Expenses                      (782)
                                                                -------
       Gain before income taxes                                   2,477
       Utilization of Net Operating Loss Carryforward              (996)
                                                                -------
       Gain on Sale of Collection Business                      $ 1,481
                                                                =======

     The appraisal of the consideration paid by NCOG indicated that the fair
value of the 517,767 shares of NCOG common stock received by CRW on February 2,
1997 was $8,300,000, or $16.03 per share, and that the fair value of the warrant
to purchase 375,000 shares of NCOG common stock at $18.42 per share was
$750,000.

     On July 8, 1997, the Company sold its 517,767 shares of NCOG common stock
in an underwritten secondary offering and received net proceeds of approximately
$9,623,000. As a result, the Company recognized a pre-tax gain of approximately
$1,324,000 on the sale.

     In February 1998, the Company sold its warrant to purchase NCO Group, Inc.
common stock for approximately $2,664,000 resulting in a gain of approximately
$1,914,000.

     The Company accounts for its investment in NCOG in accordance with
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" ("SFAS 115"). At June 30, 1997, the
investment in NCOG was classified as available-for-sale and reported at market
value; therefore, any unrealized holding gain or loss was presented as a
separate component of stockholders' equity. As of December 31, 1997, the Company
recorded a $1,263,000 unrealized gain on its investment in NCOG based on NCOG's
December 31, 1997 common stock price of $21.79 per share.

5. INVESTMENT IN TELESPECTRUM WORLDWIDE INC.

     The Company's common stock investment in TLSP is accounted for on the
equity method. The net investment balance at September 30, 1998 is $12,711,000.
The condensed results of operations of TLSP for the nine months ended September
30, 1997 and 1998 are as follows (in thousands): 

                                              Nine Months Ended September 30,
                                              -------------------------------
                                                  1997               1998 
                                                  ----               ----
       Condensed Statement of 
       Operations Information: 
       Revenue                                    $134,120         $124,391 
       Operating Loss                              (13,936)          (9,670)
       Net Loss                                    (11,201)         (10,039)
       
  Condensed Balance Sheet Information:

       Current Assets                             $ 47,302          $42,655
       Non-current Assets                          253,102           62,092
       Current Liabilities                          26,424           28,516
       Non-current Liabilities                      44,880            3,929
       Stockholders' Equity                        229,100           72,302


                                       2

<PAGE>


     During the nine months ended September 30, 1998 certain warrant holders
exercised warrants to purchase 75,445 shares of TLSP common stock from the
Company pursuant to the cashless exercise provisions of the warrants, whereby
the warrants were cancelled in exchange for 45,974 shares of TLSP common stock.
After these exercises, CRW owned 6,946,583 shares of TLSP common stock. If all
the remaining warrants to purchase TLSP stock are exercised, CRW will receive
approximately $1,017,000 of consideration and would then own 6,268,173 shares of
TLSP common stock.

6. DISCONTINUED OPERATIONS:

     Below is a summary of the operating results for the Collection Business and
Casino Money Centers, Inc. which were sold on February 2, 1997 and October 30,
1998, respectively and have been classified as discontinued operations.

                                       Nine Months Ended     Three Months Ended
                                         September 30,           September 30,
                                      -------------------    ------------------
                                       1997         1998      1997        1998
                                      ------       ------    ------      ------
                                                    (In thousands)

Net Revenues                          $5,712       $4,463    $1,160      $1,494
Operating Expenses                     5,710        4,065     1,080       1,384
                                      ------       ------    ------      ------

Operating Income                           2          398         80        110
Income Taxes                              --          159         --         44
                                      ------       ------    -------     ------
Income from discontinued operations   $    2       $  239    $    80     $   66
                                      ======       ======    =======     ======

7. COMMON STOCK EQUIVALENTS

     As of September 30, 1998, the Company had outstanding the following common
stock equivalents:

                                                 Number of           Aggregate
                                                Common Stock          Exercise
                                                Equivalents           Proceeds
                                                ------------         ----------
     Incentive and non-qualified options
        to purchase common stock                 1,192,500           $3,021,800

     Convertible subordinated note                 353,245              574,000

     Warrants to purchase common stock             362,500            1,002,900
                                                 ---------           ----------
                                                 1,908,245           $4,598,700
                                                 =========           ==========

        All of the common stock equivalents listed above are exercisable.


                                       3

<PAGE>


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

Three Months Ended September 30, 1998 and September 30, 1997

     Operating Expenses. Operating expenses decreased $1,926,000 (97%) to
$61,000 for the three months ended September 30,1998 from $1,987,000 for the
three months ended September 30,1997 primarily due to litigation costs in 1997
and substantial decreases in general corporate overhead and officer salaries in
1998.

     Interest Expense. Interest expense decreased $27,000 (100%) to zero for the
three months ended September 30,1998 compared to $27,000 for the three months
ended September 30,1997 due to the repayment of the Company's revolving line of
credit in July 1997 and repayment of the Company's subordinated debt in 
August 1998.

     Gain on Sale of Securities. The Company recognized a gain of $1,324,000 on
its July 1997 sale of 517,767 shares of NCO Group, Inc. common stock for
$9,623,000.

     Equity in Earning (Loss) in Telespectrum. The Company recognized income of
$669,000 on its investment in TLSP for the three months ended September 30,
1998 compared to a loss of $3,100,000 for the three months ended September 30,
1997. The amount of the income (loss) recognized in both periods was
approximately 25% of TLSP's net income (loss) for the period.

     Income Tax Benefit. The income tax provision was $242,000 for the three
months ended September 30,1998 compared to zero for the three months ended
September 30, 1997. The $242,000 provision in 1998 represents an effective tax
rate of approximately 40% of income from continuing operations before income
taxes. The loss for the three months ended September 30, 1997 was not tax
benefitted due to uncertainty regarding the potential recoverability of further
increase to the Company's deferred tax asset.

Nine Months Ended September 30, 1998 and September 30, 1997

     Operating Expenses. Operating expenses decreased $2,614,000 (88%) to
$359,000 for the nine months ended September 30, 1998 from $2,973,000 for the
nine months ended September 30, 1997 primarily due to litigation costs in 1997
and substantial decreases in general corporate overhead and officer salaries in
1998.

     Gain on Sale of Securities. The Company recognized a gain of $1,324,000 on
its July 1997 sale of 517,767 shares of NCO Group, Inc. common stock for
$9,623,000. The Company recognized a gain of $1,914,000 on its February 1998
sale of its warrant to purchase NCO Group, Inc. common stock for $2,664,000.

     Interest Expense. Interest expense decreased $414,000 (99%) to $6,000 for
the nine months ended September 30,1998 from $420,000 for the nine months ended
September 30, 1997 due to repayment of all of the Company's bank debt in 1997
and repayment of all of its subordinated debt in August 1998.

     Equity in Earnings (Loss) of Telespectrum. The Company recognized a loss of
$2,609,000 on its investments in TLSP for the nine months ended September 30,
1998 compared to a loss of $2,370,000 for the nine months ended September 30,
1997. The amount of the loss recognized in both periods was approximately 25% of
TLSP's net loss for the period.

     Income Tax Benefit. The income tax benefit was $425,000 for the nine months
ended September 30, 1998 compared to $276,000 for the nine months ended
September 30, 1997. The tax benefit for the 1998 period represents an effective
tax rate of approximately 40% of income before taxes. The tax benefit for the
1997 period represented an effective tax rate of approximately 6% as the Company
did not benefit its third quarter 1997 loss due to uncertainty regarding the
potential recoverability of further increase to the Company's deferred tax
asset.


                                       4

<PAGE>


INFLATION

     Inflation has not had a significant impact on the Company's operations to
date.

LIQUIDITY AND CAPITAL RESOURCES

     During the nine months ended September 30, 1998 net cash used in operating
activities was 1,992,000 compared to $4,458,000 for the nine months ended
September 30, 1997. The decrease in cash used in operating activities in the
1998 period was primarily due to a $ 2,614,000 decrease in the Company's
operating loss in the 1998 period as compared to the 1997 period.

     Net cash provided by investing activities was $2,591,000 during the nine
months ended September 30, 1998 compared to $13,125,000 during the nine months
ended September 30, 1997. The 1998 amount consisted primarily of $2,664,00 of
proceeds from the Company's sale of its warrant to buy NCO Group, Inc. common
stock. The 1997 amount consisted primarily of $9,623,000 of cash proceeds from
the sale of the Company's NCO Group, Inc. common stock and $3,750,000 of cash
proceeds from the sale of the Collection Business.

     Net cash used in financing activities during the nine months ended
September 30, 1998 was $ 625,000 due to $ 700,000 of repayments of debt, net of
$75,000 of proceeds from exercises of stock options. Net cash used in financing
activities was $8,593,000 for the nine months ended September 30, 1997 and
consisted of $9,014,000 of repayments of debt, net of $421,000 of proceeds from
the exercise of stock options.

     On September 3, 1998, CRW entered into a definitive merger agreement with
TLSP pursuant to which each outstanding share of CRW Common Stock will be
exchanged for 0.709 shares of TLSP. On October 30, 1998, CRW sold all of its
interest in Casino Money Centers, Inc. ("CMC") to Innovative Financial Systems,
Inc., an unrelated third party, for $2,250,000 in cash. The purchase price will
be adjusted based on the October 30, 1998 balance sheet of CMC. CRW plans to
utilize a portion of the proceeds from the sale of CMC to extinguish its
remaining liabilities and expects to make a special cash distribution to its
shareholders and the holders of certain warrants issued by CRW with the
remaining proceeds. CRW and TLSP have filed a preliminary merger proxy with the
Securities and Exchange Commission and currently expect the merger to close in
the first quarter of 1999. CRW believes that its existing cash on hand and cash
received from the sale of CMC will be sufficient to fund its operations through
the date of its planned merger with TLSP.


                                       5

<PAGE>


PART II - OTHER INFORMATION

ITEM 6 -  EXHIBITS AND REPORTS ON FORM 8-K

               (a) Exhibits

                     Exhibit 27.1 Financial Data Schedule (SEC Only)

               (b) The Company filed a current report on Form 8-K on 
                   September 15, 1998 describing the merger with TLSP.


<PAGE>


                                   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.

                                  CRW FINANCIAL, INC
                                     (Registrant)


Date: November 16, 1998           /s/ Jonathan P. Robinson
                                  ---------------------------------------------
                                  Jonathan P. Robinson, Chief Financial Officer