UNITED STATES OF AMERICA
                                         Before the
                             SECURITIES AND EXCHANGE COMMISSION

             SECURITIES ACT OF 1933
             Release No.     7582 / September 23, 1998

             SECURITIES EXCHANGE ACT OF 1934
             Release No.  40464 / September 23, 1998

             ADMINISTRATIVE PROCEEDING
             File No. 3-9456

             ______________________________________
                                                   : 
             In the Matter of                      : ORDER MAKING FINDINGS
                                                   : AND IMPOSING A
             RAYMOND R. NEWBERG,                   : CEASE-AND-DESIST ORDER
                                                   :
                       Respondent.                 :
                                                   :
             ______________________________________:

            




             

                                          I.

                  In this cease-and-desist proceeding instituted pursuant
             to Section 8A of the Securities Act of 1933 ("Securities
             Act") and Section 21C of the Securities Exchange Act of 1934
             ("Exchange Act"), Respondent Raymond R. Newberg ("Newberg"
             or "Respondent") has submitted an Offer of Settlement
             ("Offer") which the Commission has determined to accept.
             Solely for the purpose of this proceeding and any other
             proceedings brought by or on behalf of the Commission or in
             which the Commission is a party, and without admitting or
             denying the findings contained herein, except that Newberg
             admits the jurisdiction of the Commission over him and the
             subject matter of this proceeding, Newberg, by his Offer,
             consents to the findings and the imposition of a Cease-And-
             Desist Order as contained in this Order Making Findings and
             Imposing A Cease-and-Desist Order ("Order").

                                         II.

                  On the basis of this Order, the Order Instituting
             Cease-and-Desist Proceedings Pursuant to Section 8A of the
             Securities Act of 1933 and Section 21C of the Securities
             Exchange Act of 1934, and the Offer submitted by the
             Respondent, the Commission finds that: [1]
                 
                  A.   Newberg, age 33, resides in Mesa, Arizona and has
             never been registered with the Commission in any capacity.

                  B.   Newberg caused violations of Section 17(a) of the
             Securities Act, Section 10(b) of the Exchange Act, and Rule
             10b-5 thereunder by allowing a bank account held in his name
             to be used to receive and distribute proceeds from
             fraudulent securities transactions by two former registered
             representatives in June 1991 and July 1991.

                  C.   Newberg caused violations of Section 17(a) of the
             Securities Act, Section 10(b) of the Exchange Act, and Rules
             10b-5 and 10b-9 thereunder by allowing a bank account held
             in his name to be used from September 1991 through March
             1992 to receive and distribute proceeds from fraudulent
             transactions by two former registered representatives in the
             offer, purchase, and sale of securities issued in a public
             offering by U.S. Pawn, Inc. ("U.S. Pawn").  These fraudulent
             transactions involved the registered representatives' use of
             an undisclosed nominee to purchase and sell the U.S. Pawn
             securities.

                  D.   Newberg caused violations of Section 17(a) of the
             Securities Act, Section 10(b) of the Exchange Act, and Rules
             10b-5 and 10b-9 thereunder by acting as an undisclosed
             nominee for two registered representatives in connection
             with the fraudulent offer, purchase, and sale of securities
             issued in a public offering by U.S. Pawn from August 1991 to
             March 1992.

                  E.    Newberg caused violations of Section 17(a) of the
             Securities Act, Section 10(b) of the Exchange Act, and Rule
             10b-5 thereunder by allowing a bank account held in his name
             to be used in September 1992 to receive and distribute
             proceeds from two former registered representatives'
             fraudulent offer, purchase, and sale of securities issued in
             a public offering by 2 Bi 2, Inc ("2 Bi 2").  These
             fraudulent transactions involved the registered
             representatives' use of an undisclosed nominee to purchase
             and sell the 2 Bi 2 securities.


                                         III.

                  On the basis of the foregoing, the Commission deems it
             appropriate to impose the cease-and-desist order specified
             in the Respondent's Offer.







                  Accordingly, IT IS HEREBY ORDERED that:


             **FOOTNOTES**

             [1]: The findings herein are made pursuant to the Offer of
                  Settlement of Newberg and are not binding on any other
                  person or entity named as a respondent in this or any
                  other proceeding. Newberg shall, effective immediately, 
                  cease and desist from committing or causing any violation 
                  and any future violation of Section 17(a) of the Securities 
                  Act and Section 10(b) of the Exchange Act and Rules 10b-5 
                  and 10b-9 thereunder.


                  By the Commission.



                  Jonathan G. Katz
                  Secretary