SECURITIES  AND  EXCHANGE  COMMISSION
                   Washington, D. C. 20549

                           Form 10-Q/A

                      AMENDMENT NO. 1 TO THE
         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>
	              
Part I

Item I Financial Statements

	Part I, Item I of the report is amended as follows:

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     $ 17,394,000

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>
                        SIGNATURES

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

						CENCOR, INC.

Dated May 16, 1997			/s/ Jack L. Brozman	
					Jack L. Brozman, President



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