SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):

                      November 14, 1997 (October 29, 1997)



                                 U.S. PAWN, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)



Colorado                              0-18291               84-0819941
--------                              -------               ----------
(State or other jurisdiction       (Commission        (IRS Employer I.D. Number)
of incorporation)                   File Number)



                              7215 Lowell Boulevard
                           Westminster, Colorado 80030
                     --------------------------------------
                    (Address of principal executive offices)



Registrant's telephone number, including area code: (303) 657-3550
                                                    --------------


                                       N/A
           -----------------------------------------------------------
          (Former name or former address, if changed since last report)







<PAGE>

Item 5.  Other Events

     On October 29,  1997,  U.S.  Pawn,  Inc.  (the  "Registrant")  accepted the
resignations  of Daniel B.  Rudden,  Stanley M.  Edelstein,  Larry M. Snyder and
Melvin Wedgle as members of the Registrant's  Board of Directors pursuant to the
agreement  contained in the Schedule 14f(1) filed by the Registrant on September
26, 1997.  The  Registrant  also accepted the  resignations  of Melvin Wedgle as
Chief  Executive  Officer and  President  and Jack Simon as Secretary  and Chief
Financial Officer.  All resignations were effective as of October 29, 1997. Gary
A. Agron, a Member of the Board of Directors since 1989, remains as a Director.

     Also on October 29, 1997, the Registrant  appointed Charles C. Van Gundy as
Director,  President  and Chief  Financial  Officer,  and Jack  Skidell and Mark
Honigsfeld  as  Directors.  Mr. Van Gundy,  associated  with the  Company  since
January 1992, served the Company as its Chief Financial Officer,  Secretary, and
as a member of the Board of Directors from October 1994,  until his  resignation
in August of 1997.

     Mr.  Skidell is President  and sole  shareholder  of Colin  Winthrop & Co.,
Inc., a New York based broker dealer.  Mr. Skidell has been  associated with the
Company as one of its investment  bankers since 1989. Mr. Honigsfeld is Chairman
of the Board,  Secretary  and Chief  Executive  Officer of  Compu-Dawn,  Inc., a
NASDAQ-listed company. He also founded and served as Chief Executive Officer and
Chairman of the Board of Facelifters Home Systems, Inc., a NASDAQ-listed company
until April 1996 when it was acquired by a New York Stock Exchange company.

     The newly constituted Board of Directors is composed of four
individuals,  three of whom have been associated with the Company since at least
1992.  Mr. Van Gundy was an officer and director  with the Company,  responsible
for its financial controls and reporting,  for more than five years prior to his
appointment as its President.

     U.S.  Pawn,  Inc.  owns and  operates  17 pawn shops  located in  Colorado,
Wyoming, Nevada and Nebraska.

                                   SIGNATURES


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

     Dated: November 14, 1997


                                      U.S. PAWN, INC.



                                      by:  /s/ CHARLES C. VAN GUNDY
                                           ------------------------------------
                                              Charles C. Van Gundy
                                              President
                                              Chief Executive Officer
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):

                      November 14, 1997 (October 29, 1997)

                                 U.S. PAWN, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

Colorado                              0-18291               84-0819941
--------                              -------               ----------
(State or other jurisdiction       (Commission        (IRS Employer I.D. Number)
of incorporation)                   File Number)

                              7215 Lowell Boulevard
                           Westminster, Colorado 80030
                     --------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code: (303) 657-3550
                                                    --------------

                                       N/A
           -----------------------------------------------------------
          (Former name or former address, if changed since last report)
Item 5.  Other Events

     On October 29,  1997,  U.S.  Pawn,  Inc.  (the  "Registrant")  accepted the
resignations  of Daniel B.  Rudden,  Stanley M.  Edelstein,  Larry M. Snyder and
Melvin Wedgle as members of the Registrant's  Board of Directors pursuant to the
agreement  contained in the Schedule 14f(1) filed by the Registrant on September
26, 1997.  The  Registrant  also accepted the  resignations  of Melvin Wedgle as
Chief  Executive  Officer and  President  and Jack Simon as Secretary  and Chief
Financial Officer.  All resignations were effective as of October 29, 1997. Gary
A. Agron, a Member of the Board of Directors since 1989, remains as a Director.

     Also on October 29, 1997, the Registrant  appointed Charles C. Van Gundy as
Director,  President  and Chief  Financial  Officer,  and Jack  Skidell and Mark
Honigsfeld  as  Directors.  Mr. Van Gundy,  associated  with the  Company  since
January 1992, served the Company as its Chief Financial Officer,  Secretary, and
as a member of the Board of Directors from October 1994,  until his  resignation
in August of 1997.

     Mr.  Skidell is President  and sole  shareholder  of Colin  Winthrop & Co.,
Inc., a New York based broker dealer.  Mr. Skidell has been  associated with the
Company as one of its investment  bankers since 1989. Mr. Honigsfeld is Chairman
of the Board,  Secretary  and Chief  Executive  Officer of  Compu-Dawn,  Inc., a
NASDAQ-listed company. He also founded and served as Chief Executive Officer and
Chairman of the Board of Facelifters Home Systems, Inc., a NASDAQ-listed company
until April 1996 when it was acquired by a New York Stock Exchange company.

     The newly constituted Board of Directors is composed of four
individuals,  three of whom have been associated with the Company since at least
1992.  Mr. Van Gundy was an officer and director  with the Company,  responsible
for its financial controls and reporting,  for more than five years prior to his
appointment as its President.

     U.S.  Pawn,  Inc.  owns and  operates  17 pawn shops  located in  Colorado,
Wyoming, Nevada and Nebraska.

                                   SIGNATURES

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

     Dated: November 14, 1997

                                      U.S. PAWN, INC.

                                      by:  /s/ CHARLES C. VAN GUNDY
                                           ------------------------------------
                                              Charles C. Van Gundy
                                              President
                                              Chief Executive Officer