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 Quarter ended March 31, 1997  Commission File No. 0-3417  

                                                                       
	                   CENCOR, INC.						
      (Exact Name of Registrant as Specified in its Charter)


       Delaware        	   		      	43-0914033
(State of other jurisdiction of    (I. R. S. Employer Identifica-	
Incorporation or Organization)			tion Number

1100 Main Street, Suite 416A
Post Office Box 26098
Kansas City, Missouri    			     64196	
(Address of Principal Executive Office)		   (Zip Code)


Registrant's telephone number, including area code:  (816) 221-5833

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 ___        

As of April 15, 1997, CenCor, Inc. had 1,459,214 shares of Common 
Stock, $1.00 par value outstanding with a market value of 
$11,673,712. 


<PAGE>
	                 CENCOR, INC.

	                  FORM 10-Q

	         QUARTER ENDED MARCH 31, 1997


	                    INDEX



Item	                                                  Page
	                    PART I



1.  Financial Statements and Supplementary Data	           1

2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations	           8



	                   PART II


1.  Legal Proceedings	                                  12

2.  Change in Securities	                          12

3.  Defaults Upon Senior Securities 	                  12

4.  Submission of Matters to a Vote of Security Holders	  12

5.  Other Information	                                  12

6.  Exhibits and Reports on Form 8-K 	                  12

7.  Signatures 	                                          13 


<PAGE>
As used herein, the term "CenCor" refers to CenCor, Inc. and the 
term "Century" refers to CenCor's primary subsidiary, Century 
Acceptance Corporation.  The term "the Company" as used herein 
refers to CenCor collectively with Century.


Part I

Item I Financial Statements

The Company's Financial Statements are set forth herein, beginning 
on the following page.







	(The remainder of this page is intentionally blank.)

<PAGE>
<TABLE>
<CAPTION>

                         CenCor, Inc.
                  (In Process of Liquidation)
       Consolidated Statement of Net Assets in Liquidation


					   March 31,	 December 31,
   				             1997            1996
Assets:					 (Unaudited)	
<S>                                     <C>             <C>
Cash and cash equivalents	        $  18,655,000	$  14,513,000
Other assets		                    5,638,000	   10,320,000
     Total assets		           24,293,000	   24,833,000

Liabilities:
Accounts payable and accrued 
 liabilities	 	                      208,000	      648,000
Income taxes payable		              810,000	    1,110,000
Long-term debt		                    5,818,000	    5,681,000
     Total liabilities		            6,836,000	    7,439,000

Net assets in liquidation	        $  17,457,000   $  17,394,000

Number of common shares 
 outstanding		                    1,488,411	    1,488,411

Net assets in liquidation per share          $  11.73        $  11.69

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                            CenCor, Inc.
                   (In Process of Liquidation)
    Consolidated Statement of Changes in Net Assets in Liquidation
           For the Three Months Ended March 31, 1997 and 1996
                            (Unaudited)



                                        1997             1996
<S>                                  <C>              <C>
Net assets in liquidation, 
 December 31, 1996 and 1995    	     $ 17,394,000     $ 18,110,000

Income from liquidating activities
   Investment income                      311,000          362,000
   Other                                      --           145,000          
					  311,000          507,000

Expenses from liquidating 
 activities
   Salaries and related benefits           72,000          124,000
   Interest expense                       137,000          297,000
   Professional fees                       10,000          145,000
   Other expenses                          29,000          172,000
					  248,000          738,000

Increase (decrease) in net assets 
 in liquidation                            63,000         <231,000>

Net assets in liquidation, 
March 31, 1997 and 1996              $ 17,457,000     $ 17,879,000

See accompanying notes.

</TABLE>
<PAGE>

                              CenCor, Inc.
                     (In Process of Liquidation)
               Notes to Consolidated Financial Statements
                             March 31, 1997
                               (Unaudited)


1.  Summary of Significant Accounting Policies

Basis of Presentation

The unaudited interim condensed financial statements included 
herein have been prepared by the Company pursuant to the rules and 
regulations of the Securities and Exchange Commission.  Certain 
information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted 
accounting principles ("GAAP") have been condensed or omitted, 
although the Company believes that the disclosures are adequate to 
make the information presented not misleading.  

Effective June 30, 1995, the Company sold substantially all of the 
assets of Century Acceptance Corporation ("Century"), its only 
operating subsidiary.  Since the date of the sale of Century, the 
Company has had no ongoing operations.  As a result, the Company 
has changed its basis of accounting from going concern basis to 
liquidation basis.

On September 12, 1996, the Company's stockholders approved a Plan 
of Dissolution and Liquidation (the "Plan of Liquidation") which 
the Company's Board of Directors submitted for stockholder approval 
at the Company's annual meeting of stockholders. In connection with 
the Plan of Liquidation, the officers and directors of CenCor are 
authorized to (I) dissolve CenCor, including the execution and 
filing of a Certificate of Dissolution with the Secretary of State 
of the State of Delaware, (ii) wind up CenCor's affairs, including 
satisfaction of all liabilities and long-term debt of CenCor and 
(iii) liquidate CenCor's assets on a pro rata basis in accordance 
with the respective interests of its common stockholders.  CenCor 
is expected to be fully liquidated by October 1999.  

Generally accepted accounting principles require the adjustment of 
assets and liabilities to estimated fair value under the 
liquidation basis of accounting.  Accordingly, the statement of net 
assets in liquidation at March 31, 1997 and December 31, 1996 
reflects assets and liabilities on this basis.  Adjustments for 
changes in estimated liquidation value are recognized currently.  
Estimated costs of liquidation have not been provided since such 
costs are not able to be estimated.

<PAGE>
The preparation of financial statements in conformity with 
generally accepted accounting principles under the liquidation 
basis of accounting requires management to make estimates and 
assumptions that affect the amounts reported in the financial 
statements and accompanying notes.  Actual results could differ 
significantly from those estimates.

These condensed financial statements should be read in conjunction 
with the financial statements and the notes thereto included in the 
Company's latest Annual Report on Form 10-K for the year 1996.

Cash and Cash Equivalents

Cash and cash equivalents include cash, money market accounts, and 
short-term government or government agency instruments.

Fair Values of Assets and Liabilities

The following methods and assumptions were used by the Company in 
estimating the liquidation value of its assets and liabilities:

	Cash and Cash Equivalents:  The carrying amount reported in 
the statement of net assets in liquidation for cash and cash 
equivalents approximates their fair value.

Concorde Career Colleges, Inc. ("Concorde") Securities:  Other 
assets at December 31, 1996 include the fair value of CenCor's 
investments in Concorde which is based upon the terms of repayment 
as defined in the December 30, 1996 agreement (the "Fourth 
Amendment") with Concorde.  See Note 3.  

	Other Assets:  The fair value of the Company's other assets, 
excluding CenCor's investment in Concorde, is estimated using 
discounted cash flow analysis, based on an estimated discount rate 
commensurate with the associated risks.

	Accounts Payable and Accrued Liabilities:  The carrying amount 
reported in the statement of net assets in liquidation for accounts 
payable and accrued liabilities approximates their fair value.

	Income Tax Payable:  The carrying amount reported in the 
statement of net assets in liquidation approximates the fair value 
of taxes currently payable.

	Long-Term Debt:  The fair value of the Company's long-term 
debt is estimated using discounted cash flow analyses, based on the 
Company's current incremental borrowing rates for similar types of 
borrowing arrangements (10% at March 31, 1997 and December 31, 
1996).  The fair value reflects a conversion of the convertible 
notes in accordance with the bankruptcy plan (see Note 4).

<PAGE>
2.  Litigation and Contingencies

Century was a defendant, along with a number of other consumer 
finance companies, in two class action lawsuits in the State of 
Alabama.  The suits were filed by certain alleged borrowers of the 
defendant creditor/lenders and assert various violations.  While 
Century denied the allegations, Century settled the claims during 
1996 in order to avoid the time, expense, and uncertainty of 
litigation.  The settlement required Century to pay the class-
action plaintiffs $295,000, which included certain administrative 
costs of the settlement of the claims.  

3.  Other Assets

At December 31, 1996, the Company held a junior secured debenture 
(the "Debenture") of Concorde Career Colleges, Inc. ("Concorde") in 
the principal amount of approximately $2.4 million and 260,385 
shares of Concorde's cumulative preferred stock (the "Preferred 
Stock").  Further, the Company held an unsecured debt of Concorde 
in the principal amount of approximately $190,000 (the "Unsecured 
Debt").  

The Debenture, which was to have matured on July 31, 1997, called 
for principal and interest payments commencing June 30, 1996 based 
on a 10-year amortization schedule.  Interest on the Debenture 
compounded and accrued quarterly at a variable rate not to exceed 
12%.  The Debenture further called for an additional contingent 
payment at the maturity of the Debenture in an amount equal to 25% 
of the amount by which the "market capitalization" of Concorde 
exceeded $3.5 million.  The Preferred Stock, $.10 par value, had a 
per share liquidation preference of $10.00 per share.  Cumulative 
quarterly dividends accrued at a rate equal to 73% of the then 
current  interest rate on the Debenture.  Dividends were to have 
accrued until such time as the Debenture was paid in full.  While 
Concorde could redeem  the Preferred Stock in whole or in part at 
liquidation value plus accrued cumulative dividends, the Preferred 
Stock did not provide for mandatory redemption.


<PAGE>
On December 30, 1996, CenCor and Concorde amended the 
Restructuring, Security and Guaranty Agreement (the "Fourth 
Amendment") between the parties to facilitate the early redemption 
of the Preferred Stock and payment in full of all of the 
obligations of Concorde to CenCor.  The Fourth Amendment provided 
that if CenCor received a "repayment price" of approximately $4.8 
million prior to February 28, 1997, inclusive of any Preferred 
Stock redemption payments and debt service payments on the 
Debenture subsequent to September 30, 1996, that the Debenture and 
the Unsecured Debt would be retired and the Preferred Stock 
redeemed in full.

In February 1997, CenCor retired in full of all of Concorde's debt 
obligations to CenCor and redeemed in full of all of the remaining 
shares of Preferred Stock in accordance with the terms of the 
Fourth Amendment.  In exchange, CenCor agreed to release Concorde 
from all liabilities and obligations, except its continuing 
obligation to convey written-off receivables in connection with 
discharged interest, as described below.

During 1996, CenCor received $452,498 from Concorde in redemption 
of 39,615 shares of Preferred Stock and $411,890 in payments from 
Concorde on the Debenture.

In 1993 and 1994, Concorde agreed to assign certain charged-off 
receivables to CenCor in full payment of the accrued interest due 
on the Junior Secured Debenture through December 31, 1993 and 1994, 
respectively.  The receivables, which consist of account and notes 
receivable from students who attended schools operated by Concorde 
or its subsidiaries, were assigned to CenCor without recourse with 
CenCor assuming all risk of non-payment of the receivables.  The 
agreement with Concorde grants CenCor limited rights of 
substitution until such time as it collects full payment of the 
accrued interest, exclusive of out-of-pocket collection fees and 
expenses paid to third parties.  CenCor has engaged a collection 
agent to pursue recovery of such receivables assigned to the 
Company.  As of March 31, 1997, CenCor has collected approximately 
$783,000 of the total $1,057,000 discharged interest due from the 
charged-off receivables.  

In addition, an escrow account was established in accordance with 
the provisions of the agreement pertaining to the sale of Century's 
assets.  Such amount, including accrued interest ($5,312,000 and 
$5,277,000 at March 31, 1997 and December 31, 1996, respectively), 
is included in other assets.  The escrow was established in order 
to secure certain indemnification obligations of Century and CenCor 
to the buyer that run through July 1, 1998.  Management believes 
that any potential liability pertaining to these obligations would 
be immaterial to the accompanying financial statements.


4.  Long-Term Debt

Pursuant to a 1993 plan of reorganization, CenCor's noteholders 
received the following securities for each $1,000 aggregate amount 
of principal and accrued but unpaid interest at December 31, 1992:

i.   $600 principal amount of non-interest bearing Non-
     Convertible Notes
ii.  $400 principal amount of non-interest bearing Convertible 
     Notes
iii. 5.2817 shares of CenCor common stock, par value of $1 per 
     share

<PAGE>
The Non-Convertible Notes are non-interest bearing and will mature 
on July 1, 1999.  On August 19,  1996,  CenCor offered to retire 
all of its outstanding Non-Convertible Notes due July 1,  1999 at a 
cash price equal to 74% of their principal amount. Prior to the 
offer, the principal balance of the Non-Convertible Notes was 
$17,174,656.  CenCor purchased and retired outstanding Non-
Convertible Notes in the principal amount of $9,965,425 as of the 
November 18, 1996 offer expiration date at a cost of $7,374,415.  
The fair value of the non-tendered Non-Convertible Notes was 
$5,818,000 and $5,680,770 at March 31, 1997 and December 31, 1996 
respectively.  

On December 31, 1995, CenCor had outstanding non-interest bearing 
convertible notes due July 1, 1999 (the "Convertible Notes") in the 
principal amount of $11,449,771.  Effective April 1, 1996, CenCor 
converted these Convertible Notes into shares of CenCor's common 
stock at a ratio of one share of common stock for each $20 
principal amount of Convertible Notes.  As a result of this 
conversion, the holders of the Convertible Notes are entitled to be 
issued 572,554 shares of CenCor common stock upon surrender of 
their Convertible Notes.  As of April 15,1997, 543,357 shares have 
been issued and are outstanding as a result of the surrender of 
Convertible Notes.   The conversion of these notes in satisfaction 
of $11,449,771 principal amount of the obligation is reflected in 
the financial statements and the number of outstanding shares at 
March 31, 1997 and December 31, 1996. 


5.  Income Taxes

The Company's 1990, 1991 and 1992 federal income tax returns have 
been examined by the Internal Revenue Service (IRS).  The IRS has 
proposed adjustments to increase taxable income in 1991 which the 
Company is in the process of appealing.  Management believes that 
the ultimate disposition of the IRS examination will not have a 
material effect on the financial position of the Company.


 
6.  Per Share Information

Net assets in liquidation per common share was computed by dividing 
net assets in liquidation by the outstanding shares of common stock 
at March 31, 1997 and December 31, 1996, respectively.


<PAGE>

Item 2.     Management's Discussion and Analysis of Financial 
	      Condition and Results of Operations


Financial Condition

Sale of Century 

	Effective June 30, 1995, Century consummated the sale of its 
consumer finance business to Fidelity Acceptance Corporation, a 
subsidiary of the Bank of Boston Corporation.

	Under the terms of the sale, Century received $128.7 million 
for substantially all of its assets.  In accordance with the 
provisions of the sales agreement, $5 million of the sale proceeds 
were placed in escrow to secure certain indemnification obligations 
of the Company that expire on July 1, 1998. The buyer has made one 
claim for $40,000 against the escrow and has notified the Company 
of other claims which may be asserted against the escrow balance.  
Management does not believe the amount of the other claims, if any, 
will be material to the consolidated financial statements.

Plan of Liquidation

	With the sale of its consumer finance business, CenCor's 
business purpose no longer exists.  For that reason, CenCor's Board 
of Directors adopted a resolution on January 22, 1996 that CenCor 
be liquidated and that the Plan of Liquidation be submitted to the 
stockholders for approval.  The Company's Stockholders approved the 
Plan of Liquidation at the Company's annual meeting of Stockholders  
held on September 12, 1996 and a Certificate of Dissolution was 
subsequently filed with the State of Delaware.

<PAGE>

  Under Delaware law, CenCor will continue as a corporate 
entity for three years after the effective date of the dissolution 
(October 1, 1996) or for such longer period as the Delaware Court 
of Chancery directs in its own discretion, for the purpose of 
prosecuting and defending suits by or against CenCor and winding up 
the business and affairs of CenCor, but not for the purpose of 
continuing the business of CenCor.

The Plan of Liquidation provides that the implementation of 
the plan is intended to be completed by October 1, 1999.  During 
this three year period, CenCor will not engage in any business 
activities, except for preserving the value of its assets, 
adjusting and winding up its business and affairs, and distributing 
its assets in accordance with the Plan of Liquidation.  CenCor's 
debts and liabilities, whether fixed, conditioned or contingent, 
will either be paid as they become due or provided for.

At such time as the Board has determined that all claims and 
liabilities have been identified and paid or provided for, which 
CenCor does not expect to occur prior to 1999, CenCor will 
distribute in one or a series of distributions, at any time, or 
from time to time as the Board, in its discretion may determine, 
all funds resulting from CenCor's liquidation to the stockholders 
in accordance with the respective rights of each.  The 
proportionate interests of the respective stockholders in the 
assets of CenCor would be fixed on the basis of their ownership of 
the outstanding shares of CenCor on a record date to be determined 
by the Board. 

During the period of liquidation, CenCor's directors and officers 
are authorized to  implement and carry out the provisions of the 
Plan of Liquidation and will receive compensation for their 
services.

Assuming CenCor had fully liquidated and distributed its 
assets by March 31, 1997 and assuming further that the Company's 
actual realizable value of its assets and liabilities is identical 
to the Company's estimated realized value of these items, CenCor's 
stockholders would have received $17,457,000 in distributions or 
approximately $11.73 per share, less costs to liquidate.  The 
actual amount to be received upon complete liquidation may be 
adversely affected by claims arising from the indemnification 
obligations resulting from the sale of Century's assets, 
unanticipated tax liabilities, or other unforeseen factors. 

<PAGE>

Conversion of Convertible Notes and Retired Stock

	On December 31, 1995, CenCor had outstanding non-interest 
bearing convertible notes due July 1, 1999 (the "Convertible 
Notes") in the principal amount of $11,449,771.  Effective April 1, 
1996, CenCor converted these Convertible Notes into shares of 
CenCor's common stock at a ratio of one share of common stock for 
each $20 principal amount of Convertible Notes.  As a result of 
this conversion, the holders of the Convertible Notes are entitled 
to be issued 572,554 shares of CenCor common stock upon surrender 
of their Convertible Notes.  As of April 15, 1997, 543,357 shares 
have been issued and are outstanding as a result of the surrender 
of Convertible Notes.

Long - Term Debt

On August 19, 1996 CenCor offered to redeem all of its 
outstanding Non-Convertible Notes due July 1, 1999 at a cash price 
equal to 74% of their principal amount.  Prior to the offer, the 
principal balance of the Non-Convertible Notes was $17,174,656.  
CenCor redeemed outstanding Non-Convertible Notes in the principal 
amount of $9,965,425 as of the November 18, 1996 offer expiration 
date at a cost of $7,374,415.  The Non-Convertible Notes not 
tendered by the noteholders remain outstanding.

Concorde Career Colleges, Inc. Agreements

At December 31, 1996, the Company held a junior secured 
debenture (the "Debenture") of Concorde Career Colleges, Inc. 
("Concorde") in the principal amount of approximately $2.4 million 
and 260,385 shares of Concorde's cumulative preferred stock (the 
"Preferred Stock").  Further, the Company held an unsecured debt of 
Concorde in the principal amount of approximately $190,000 (the 
"Unsecured Debt").  


<PAGE>

The Debenture, which was to mature on July 31, 1997, called 
for principal and interest payments commencing June 30, 1996 based 
on a 10-year amortization schedule.  Interest on the Debenture 
compounded and accrued quarterly at a variable rate not to exceed 
12%.  The Debenture further called for an additional contingent 
payment at the maturity of the Debenture in an amount equal to 25% 
of the amount by which the "market capitalization" of Concorde 
exceeded $3.5 million.  The Preferred Stock, $.10 par value, had a 
per share liquidation preference of $10.00 per share.  Cumulative 
quarterly dividends accrued at a rate equal to 73% of the then 
current  interest rate on the Debenture.  Dividends were to have 
accrued until such time as the Debenture was paid in full.  While 
Concorde could redeem the Preferred Stock in whole or in part at 
liquidation value plus accrued cumulative dividends, the Preferred 
Stock did not provide for mandatory redemption.

On December 30, 1996, CenCor and Concorde amended the 
Restructuring, Security and Guaranty Agreement (the "Fourth 
Amendment") between the parties to facilitate the early redemption 
of the Preferred Stock and payment in full of all of the 
obligations of Concorde to CenCor.  The Fourth Amendment provided 
that if CenCor received a "repayment price" of approximately $4.8 
million prior to February 28, 1997, inclusive of any Preferred 
Stock redemption payments and debt service payments on the 
Debenture subsequent to September 30, 1996, that the Debenture and 
the Unsecured Debt would be retired and the Preferred Stock 
redeemed in full.

In February 1997,  CenCor retired in full of all of Concorde's 
debt obligations to CenCor and redeemed in full of all of the 
remaining shares of Preferred Stock in accordance with the terms of 
the Fourth Amendment.  In exchange, CenCor agreed to release 
Concorde from all liabilities and obligations, except its 
continuing obligation to convey written-off receivables in 
connection with discharged interest, as described below.

During 1996, CenCor received $452,498 from Concorde in 
redemption of 39,615 shares of Preferred Stock and $411,890 in 
payments from Concorde on the Debenture.

<PAGE>

In 1993 and 1994, Concorde agreed to assign certain charged-
off receivables to CenCor in full payment of the accrued interest 
due on the Junior Secured Debenture through December 31, 1993 and 
1994, respectively.  The receivables, which consist of account and 
notes receivable from students who attended schools operated by 
Concorde or its subsidiaries, were assigned to CenCor without 
recourse with CenCor assuming all risk of non-payment of the 
receivables.  The agreement with Concorde grants CenCor limited 
rights of substitution until such time as it collects full payment 
of the accrued interest, exclusive of out-of-pocket collection fees 
and expenses paid to third parties.  CenCor has engaged a 
collection agent to pursue recovery of such receivables assigned to 
the Company.  As of March 31, 1997, CenCor has collected 
approximately $783,000 of the total $1,057,000 discharged interest 
due from the charged-off receivables.  

Assets and Liabilities Following Sale of Century Using Liquidation 
Accounting

	The Company's assets consist primarily of cash and cash 
equivalents, certain previously charged-off receivables received in 
payment of accrued interest on the Debenture, and the escrow 
account established to secure the indemnification obligations of 
the Company to the buyer of the consumer finance business.  
  
The Company's remaining liabilities consist primarily of the 
amounts due to the holders of its non-tendered Non-Convertible 
Notes, accounts payable, and other accrued liabilities, including 
accrued income taxes.  As a result of being in the process of 
liquidation, the Company is required to adopt the liquidation basis 
of accounting.  Generally accepted accounting principles require 
the adjustment of assets and liabilities to estimated fair value 
under the liquidation basis of accounting. For information 
concerning the estimated fair values given these items by the 
Company and the methods and assumptions used to arrive at such 
values, see the Company's Financial Statements and the notes 
thereto.

 Results of Operations

	During the three months ended March 31, 1997, the Company's 
sources of income consisted mostly of investment income and 
collections from the Concorde charged-off receivables that the 
Company accepted in exchange for accrued interest on the Debenture.



<PAGE>

Results of Operations (continued)

 The Company's expenses during the three months ended March 
31, 1997 consisted mainly of salaries, accretion of interest on the 
Company's long-term debt, professional and consulting fees, and 
other liquidating expenses.

 Activities During Liquidation Period

	The Company's activities during the period of liquidation will 
focus on the collection of various amounts owed to it, including 
the previously charged-off Concorde receivables received in payment 
of accrued interest.  The Company will also closely monitor claims 
arising from indemnification obligations to the buyer of Century in 
order to maximize the value of the escrow fund established as a 
result of the sale.  Until the Company's long-term debt becomes 
payable and distributions are made to stockholders, management 
expects to invest the available proceeds from the sale of Century 
and the Company's other cash in short-term government or government 
agency instruments.

	The Company's expenses during the period of liquidation are 
expected to consist mostly of salaries, professional fees, 
stockholder communication expenses, income taxes and other 
liquidating expenses.

	The Company will be required to satisfy the balance of the 
non-tendered Non-Convertible Notes together with all other 
liabilities prior to any distribution on its outstanding common 
stock. 

Liquidity and Capital Resources

Capital Obligations

	The Company has no significant obligations for capital 
purchases.

Defaults on Long-Term Debt

	The Company believes that it is in compliance with all 
covenants and terms under the indenture for the Non-Convertible 
Notes.


<PAGE>

Internal Revenue Service Examination and Potential California Sales 
Tax Assessment

	The Company's 1990, 1991, and 1992 federal income tax returns 
have been examined by the Internal Revenue Service ("IRS").  The 
IRS has proposed adjustments to increase taxable income in 1991 
which the Company is in the process of appealing.  Management 
believes that an adequate reserve has been provided at March 31, 
1997 relating to these proposed adjustments and therefore the 
ultimate disposition of the IRS examination will not have a 
material effect on the financial position of the Company

	Charter Equipment Leasing Corp. ("Charter"), a former 
subsidiary of CenCor, sold substantially all of its assets in 1992 
and dissolved in 1994.  In connection with the sale of Charter's 
assets, the California Board of Equalization (the "Board of 
Equalization") issued a Notice of Determination in April 1996 
(revising a Notice of Determination previously issued in January 
1996) for sales tax, interest and penalties in the amount of 
$5,362.  In March 1997, the Company settled the sales tax 
assessment for approximately $6,000.  However, the Board of 
Equalization may still attempt to assert a claim against the buyer 
of Charter's assets based upon successor liability for sales taxes 
from the 1992 transaction.  If the buyer is assessed sales taxes, 
the buyer may attempt to assert an indemnification claim against 
CenCor.

<PAGE>

Part II

Item 1 Legal Proceedings - None

Item 2 Change in Securities - None

Item 3 Defaults Upon Senior Securities - For a discussion of 
       defaults in prior periods, see Part I, Item 2, Liquidity 
       and Capital Resources - Defaults on Long- Term Debt.
 
Item 4 Submission of Matters to a Vote of Security Holders - None

Item 5 Other Information - None

Item 6 Exhibits and Reports on Form 8-K

	  EXHIBIT NUMBER			DESCRIPTION
		27			     Financial Data Schedule

The Company filed a report on Form 8-K dated February 25, 1997 
announcing the disposition of the Concorde Debenture and Preferred 
Stock.




(The remainder of this page is intentionally blank)

<PAGE>
                        SIGNATURES

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

						CENCOR, INC.

Dated May 15, 1997			/s/ Jack L. Brozman	
					Jack L. Brozman, President



					/s/ Terri L. Rinne		
					Terri L. Rinne, Vice President