________________________________________________________________
	

                             UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM 10-K
            Annual Report Pursuant to Section 13 or 15(d) of
           The Securities Exchange Act of 1934 (fee required)
                For the Year Ended December 31, 1996
                    Commission file number 0-3417

                              CENCOR, INC.

        (Exact name of registrant as specified in its charter)
          1100 Main Street, City Center Square, Suite 416A
                           P.O. Box 26098
                    Kansas City, MO  64196-6098
                     Telephone (816) 221-5833

             Incorporated in the State of Delaware

                            43-0914033
                        (I.R.S. Employer
                       Identification No.)

      Securities registered pursuant to Section 12(g) of the Act:

                           TITLE OF CLASS

               Regular Common Stock, $1.00 par value

	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  ___



<PAGE> 
	Indicate by check mark if disclosure of delinquent filers 
pursuant to Item 405 of Regulation S-K is not contained herein, 
and will not be contained, to the best of registrant's knowledge, 
in definitive proxy or information statements incorporated 
by references in Part III of this Form 10-K or any amendment to 
this Form 10-K.{}
                          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 
distribution of securities under a plan confirmed by a court:
                          Yes	X     	No   ___

	Indicate the number of shares outstanding of each of the 
issuer's classes of Common Stock, as of March 10, 1997.
1,453,617 Shares of Common Stock, $1.00 par value

Market value at March 10, 1997 was $10,720,425
Documents incorporated by reference--None
_________________________________________________________________


<PAGE>
                         CENCOR, INC.

                          FORM 10-K
                  YEAR ENDED DECEMBER 31, 1996

                             INDEX
	Item	                                                           	Page

	PART I			                                                          3	    
		Item 1.	Business		                                                3
		Item 2.	Properties		                                              3
		Item 3.	Legal Proceedings		                                       3
		Item 4.	Submission of Matters to a Vote of Security Holders      	4

	PART II		                                                         	5
		Item 5.	Market for Registrant's Common Stock and Related 
           Stockholder	Matters		                                    5
		Item 6.	Selected Financial Data		                                 6
		Item 7.	Management's Discussion and	Analysis of Financial
           Condition	and Results of Operations		                    7
		Item 8.	Financial Statements and Supplementary Data		            12
		Item 9.	Changes in and Disagreements with	Accountants 
           on Accounting and Financial Disclosure		                27

	PART III	                                                       		28
		Item 10.	Directors and Executive Officers 
			         of the Registrant		                                    28
		Item 11.	Executive Compensation	 	                               29
		Item 12.	Security Ownership of Certain 
			         Beneficial Owners and Management                     		32
		Item 13.	Certain Relationships and Related Transactions	        	33

	PART IV		                                                        	35
		Item 14.	Exhibits, Financial Statements 
			         Schedules, and Reports on Form 8-K		                   35

<PAGE>
                                                            
PART 1

Item 1.	Business

   CenCor, Inc. was incorporated under the laws of Delaware on May 
27, 1968.  Prior to June 30, 1995, CenCor, was engaged in the 
consumer finance business through its wholly-owned subsidiary, 
Century Acceptance Corporation ("Century").  As used herein, the 
term "the Company" refers to CenCor and Century collectively.  
Effective June 30, 1995, substantially all of the assets of 
Century were sold.  For additional information regarding the sale 
of Century, see "Management's Discussion and Analysis of 
Financial Condition and Results of Operations--Financial 
Conditions--Sale of Century".

   The Company has not conducted on-going operations since the sale 
of its consumer finance business and is in the process of 
liquidation. On September 12, 1996, the Company's stockholders 
approved a Plan of Dissolution and Liquidation (the "Plan of 
Liquidation") which the Board of Directors submitted for 
stockholder approval at the Company's annual meeting of 
stockholders.  CenCor is expected to be fully liquidated by 
October 1999.  See "Management's Discussion and Analysis of 
Financial Condition and Results of Operation--Financial Condition--
Plan of Liquidation".



<PAGE>
   As of December 31, 1995, CenCor's liabilities included 
outstanding non-interest bearing Convertible Notes payable 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 were entitled to be issued 572,554 
shares of CenCor common stock upon surrender of their Convertible 
Notes.  As of March 10, 1997, 537,760 shares have been issued and 
are outstanding as a result of the surrender of Convertible 
Notes.  Except for the cover page of this report, which reflects 
the fact that 1,453,617 shares have actually been issued, the 
issued and outstanding share amounts reflected in this report and 
in the December 31, 1996 and December 31, 1995 financial 
statements included herein are treated as though all 572,554 
shares have been issued and are outstanding as a result of the 
conversion of the Convertible Notes.
	

Item 2.  Properties

   Since the sale of its consumer finance business, the Company's 
need for office space has decreased significantly.  The Company 
currently subleases approximately 800 sq. feet of office space on 
a month to month basis (see "Certain Relationships and Related 
Transactions").  The Company believes that its office space is 
adequate for its needs.
	

Item 3.  Legal Proceedings

   As more fully discussed in the Company's Annual Report on Form 
10-K for the year ended December 31, 1995, Century was a 
defendant in two Alabama state-wide class action lawsuits.  While 
Century denied any wrong-doing and believed that the claims of 
the plaintiffs in these separate actions were without merit, 
Century settled these matters to avoid the time, expense and 
uncertainty of litigation.


<PAGE>
   In Princess Nobels vs. Associates Corporation of North America, 
et al., Century agreed to refund to all class members who did not 
opt-out of the settlement 1 1/2 times the premiums received in 
payment of non-filing insurance.  Class members consist of all 
persons who, from on or after May 15, 1990 to July 20, 1996, 
entered into loan agreements with Century within the State of 
Alabama which were secured by goods and who were charged non-
filing insurance in connection therewith.  Century has 
established a fund containing approximately $150,000 for 
distributions pursuant to the settlement.

   In Dorothy McCurdy, et al. vs. American General Finance, Inc., 
Century has agreed to refund to all class members who did not 
opt-out of the settlement 40% of all credit property insurance 
premiums received from such persons.  Class members consist of 
all persons who from on or after April 13, 1991 through August 
23, 1996, entered into loan agreements with Century within 
Alabama under which Century imposed a charge for credit property 
insurance.  Century has established a fund containing 
approximately $95,000 for distributions pursuant to the 
settlement.

   Century also agreed to pay approximately $50,000 toward the 
administrative costs of the settlements.

   Pursuant to both settlements, class members who do not opt-out 
will be barred from seeking further relief on any of the claims.  
Class members who opt-out may pursue their claims individually.  
While the Company is unable to predict the extent to which class 
members who opt-out will pursue their own claims, the Company 
does not believe that the aggregate effect of the individual 
claims will be material to the Company's consolidated financial 
statements.


Item 4.  Submission of Matters to a Vote of Security Holders
	
   No matter was submitted to a vote of security holders during the 
fourth quarter of the registrant's fiscal year ended December 31, 
1996.

(The remainder of this page is intentionally blank.)

<PAGE>

PART II

Item 5.  Market for Registrant's Common Stock and Related 
Stockholder Matters


   CenCor's common stock is quoted on the OTC Bulletin Board under 
the symbol CNCR.  The range of high and low sales price as quoted 
on the OTC Bulletin Board for each quarter of 1995 and 1996 is as 
follows:

<TABLE>
<CAPTION>
                                				     	1995	          	1996
	Quarter Ended			                      High				Low		 	High			  Low
<S>                                    <C>     <C>    <C>     <C>
	March 31			                           	5/8	  	5/8 	   3   	  3
 June 30			                             3   	 	3   		  6	 		  6
 September 30	                         	4-3/8 	4-3/8	  6-1/2	 6-1/2
	December 31		                          3-1/2	 3-1/2	  6-5/8	 6-5/8
</TABLE>

   The quotations from the OTC Bulletin Board reflect inter-dealer 
prices without retail mark-up, mark-down, or commission and may 
not represent actual transactions.

   On March 10, 1997, the quoted bid price of the common stock on 
the OTC Bulletin Board was $7.375.

   At March 10, 1997, CenCor had approximately 1,034 shareholders of 
record.  No dividends have been paid on the common stock.  

		





(The remainder of this page is intentionally blank.)


<PAGE>
Item 6.  Selected Financial Data
<TABLE>
						
						 
                                          	     	December 31,	      December 31,
		                                                   1996           	    1995            
	<S>                                             <C>                <C>
	Net Assets in Liquidation:
	   
	Cash and cash equivalents	                      $ 14,513,000	      $ 22,439,000	
	Other assets	                                     10,320,000         11,933,000
	  Total Assets	                                   24,833,000      	  34,372,000
	
 	Accounts payable and
	  accrued liabilities	                               648,000          3,200,000
	Income taxes payable	                              1,110,000            759,000
	Long-term debt	                                    5,681,000         12,303,000
	  Total Liabilities	                               7,439,000         16,262,000

	Net assets in liquidation	                       $17,394,000       $ 18,110,000 

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

	Net assets in liquidation per	                       $ 11.69             $12.17

	
	Change in Net Assets in 
	 Liquidation for the year 
	 ended December 31, 1996*:

	Income from liquidating 
	   activities	                                   $ 2,635,000
	Expenses from liquidating 
	   activities	                                     3,351,000

	Decrease in net assets in 
	   liquidation	                                  $  (716,000)
</TABLE>
______________

*As discussed in PART 1, Item 1, "Business," the Company adopted 
liquidation basis accounting as of December 31, 1995 and 
therefore prior year operating results are not comparable


<PAGE>
Item 7.  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.  As of 
March 10, 1997 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. 

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 were 
entitled to be issued 572,554 shares of CenCor common stock upon 
surrender of their Convertible Notes.  As of March 10, 1997, 
537,760 shares have been issued and are outstanding as a result 
of the surrender of Convertible Notes.

   In May 1996 CenCor received into its treasury 324,641 shares of 
CenCor common stock in settlement of a claim against the Estate 
of Robert F. Brozman and the related Robert F. Brozman Trust.  
The issued and outstanding share amounts reflected in the 
accompanying financial statements reflect the receipt and 
retirement of these shares.

<PAGE>
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 and are expected to be paid in full at the stated 
maturity date of July 1, 1999.  However, there can be no 
assurance that intervening events will not affect CenCor's 
ability to fully discharge this obligation at that time.
 
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.

   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.

 <PAGE>
   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 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 will 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 to receive compensation for their 
services.

   Assuming CenCor had fully liquidated and distributed its assets 
by December 31, 1996 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 $17,394,000 in 
distributions or approximately $11.69 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. 

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 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 on August 31, 1997.  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 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 December 31, 1996, CenCor has 
collected approximately $672,000 of the total $1,057,000 
discharged interest due from the charged-off receivables.  
Collections in 1996 and 1995 were approximately $334,000 and 
$338,000 (inclusive of $50,000 received in 1994), respectively.

Assets and Liabilities During the Liquidation Period

   Following the sale of its consumer finance business, the 
Company's assets consist primarily of cash and cash equivalents, 
the Concorde Debenture, Preferred Stock and Unsecured Debt, (as 
previously discussed, the Concorde assets were liquidated on 
February 25, 1997), 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.

<PAGE>
Results of Operations

   During the year ended December 31, 1996, the Company's sources of 
income consisted primarily of investment income, interest income 
on the Debenture, and collections from the Concorde charged-off 
receivables received in payment of accrued interest on the 
Debenture.  CenCor also recognized a loss from early retirement 
of a portion of its long-term debt and a gain on the redemption 
of the Concorde Preferred Stock.

   The Company's expenses during the year ended December 31, 1996 
consisted mainly of salaries, accretion of interest on the 
Company's long-term debt, professional and consulting fees, and 
other liquidating expenses.  The Company recorded an income tax 
expense as a result of the taxable gain from the retirement of 
CenCor's Non-Convertible Notes as previously discussed and an 
increase in taxable income due to a reduction the Company's net 
operating loss ("NOL") carryforward.  See "Liquidity and Capital 
Resources - Internal Revenue Service Examinations and Potential 
California Sales Tax Assessment" for a further discussion of the 
NOL carryforward.


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 rising 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.


<PAGE>
   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.


Regulation During the Liquidation

   Because of the sale of Century's consumer finance business, 
CenCor may be an "investment company" as defined in the 
Investment Company Act of 1940 (the "1940 Act").  The 1940 Act 
generally requires investment companies to register with the 
Securities and Exchange Commission after which their capital 
structure, securities issuances, investments and transactions 
with affiliates, along with numerous other activities would 
become subject to extensive regulation.  The 1940 Act does not, 
however, require an investment company to register if its only 
activities are those "merely incidental to its dissolution".  
CenCor believes that in light of the dissolution exception from 
registration under the 1940 Act, CenCor is not required to 
register under such act.

Surrender of Certificates for Common Stock

   At such time as the respective interest of the stockholders are 
fixed on the basis of the ownership of their outstanding shares 
of common stock of the Corporation on a record date determined by 
the Board (the "Record Date"), it is anticipated that the stock 
transfer books of CenCor will be closed, no further transfers 
will be recorded on CenCor's books and no further stock 
certificates will be issued, other than replacement certificates.  
All distributions from CenCor on or after the Record Date will be 
made to stockholders according to their stockholdings as of the 
Record Date. As soon as practicable after the determination of 
the Record Date, stockholders will be advised of the procedures 
for surrendering certificates representing their shares of common 
stock.  Stockholders should not forward their stock certificates 
before receiving those instructions. Distributions for 
stockholders who have not surrendered their stock certificate may 
be held for such stockholders, without interest, until the 
surrender of their certificates (subject to the laws relating to 
unclaimed property).


<PAGE>
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.

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 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 December 31, 1996 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.






(The remainder of this page is intentionally blank.)
<PAGE>
Item 8.  Financial Statements and Supplementary Data


                         INDEX TO FINANCIAL STATEMENTS

                                                        															Page
CenCor, Inc.



Report of Independent Auditors		                                        13


Audited Consolidated Financial Statements


Consolidated Statement of Net Assets in Liquidation		                   14


Consolidated Statement of Changes in Net 
  Assets in Liquidation		                                               15


Consolidated Statement of Operations		                                  16


Consolidated Statement of Stockholders' Equity		                        17


Consolidated Statement of Cash Flows		                                  18


Notes to Consolidated Financial Statements		                            20







<PAGE>
Report of Independent Auditors

The Board of Directors and Stockholders
CenCor, Inc.

We have audited the accompanying consolidated statements of net 
assets in liquidation of CenCor, Inc. (the Company) as of 
December 31, 1996 and 1995, the related statement of changes in 
net assets in liquidation for the year ended December 31, 1996, 
and the related consolidated statements of operations, 
stockholders' equity and cash flows for the year ended December 
31, 1995.  These financial statements are the responsibility of 
the Company's management.  Our responsibility is to express an 
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted 
auditing standards.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether 
the financial statements are free of material misstatement.  An 
audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements.  An 
audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe that 
our audits provide a reasonable basis for our opinion.

As described in Note 1 to the financial statements, as a result 
of the Board of Directors' intent to liquidate effective December 
31, 1995, the Company changed its basis of accounting from the 
going-concern basis to the liquidation basis.

In our opinion, the financial statements referred to above 
present fairly, in all material respects, the net assets in 
liquidation of CenCor, Inc. as of December 31, 1996 and 1995, the 
changes in net assets in liquidation for the year ended December 
31, 1996 and the consolidated results of its operations and its 
cash flows for the year ended December 31, 1995, in conformity 
with generally accepted accounting principles applied on the 
basis described in the preceding paragraph.                         
                                                                           
                                 	Ernst & Young LLP
March 12, 1997
Kansas City, Missouri
<PAGE>
<TABLE>
<CAPTION>
                              CenCor, Inc.
                      (In Process of Liquidation)
             Consolidated Statement of Net Assets in Liquidation
							 
    

                                           	 	December 31,	       December 31,	
		                                               1996            	    1995        
<S>                                           <C>                 <C>
     Assets:
     Cash and cash equivalents	               $  14,513,000	      $ 22,439,000
     Other assets	                               10,320,000	        11,933,000	
      Total assets	                              24,833,000         34,372,000   
  
     Liabilities:
     Accounts payable and accrued 
      liabilities                            	      648,000	         3,200,000
     Income taxes payable                    	    1,110,000	           759,000
     Long-term debt                          	    5,681,000	        12,303,000
     Total liabilities	                           7,439,000         16,262,000
 
     Net assets in liquidation	                $ 17,394,000       $ 18,110,000

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

     Net assets in liquidation 
      per share	                                    $ 11.69	            $12.17          

See accompanying notes.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                             CenCor, Inc.
                       (In Process of Liquidation)
        Consolidated Statement of Changes in Net Assets in Liquidation
                For the Year Ended December 31, 1996
					
			
<S>                                                   <C>
Net assets in liquidation, December 31, 1995	         $18,110,000                              

Income from liquidating activities:
  Investment income		                                   1,655,000 	
  Other interest income		                                 903,000
  Gain on extinguishment of 
   debt         		                                        208,000
  Loss on liquidation of other 
   assets	  	                                            (131,000)
        		                                              2,635,000

Expenses from liquidating activities:
   Salaries and related benefits		                        457,000	
   Interest expense	                                    1,052,000
   Professional fees	                                     242,000
   Other expenses	                                        325,000   
   Income tax	                                          1,275,000
                                                        3,351,000

Decrease in net assets in liquidation	                   (716,000)
  
Net assets in liquidation, December 31, 1996         $ 17,394,000	


See accompanying notes.	
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                              CenCor, Inc.
                       (In Process of Liquidation)
                   Consolidated Statement of Operations
                   For the Year Ended December 31, 1995

<S>                                                    <C>
Income	                                                $  1,220,000

Expenses:
 	Salaries and other expenses   	                         2,822,000
 	Interest expense, net	                                  2,260,000

Operating loss                                        	  (3,862,000)
 
Non-operating income	                                     3,087,000

Loss before discontinued operations	                       (775,000)

Discontinued operations:
  	Loss from operations, net of $0 taxes              	  (5,330,000)		
	Gain on disposal, net of $1,100,000	taxes            	  24,047,000

Income from discontinued operations                      18,717,000

Net income                                             $ 17,942,000

Weighted average common and common
    equivalent shares outstanding                         1,813,052

Earnings per share of common stock and 
    common equivalent shares of stock:

Loss per share before discontinued	operations		        $      (0.43)

Earnings per share from discontinued 
	operations		                                                 10.33	    

Earnings per share from net income	                    $       9.90

See accompanying notes.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                              CenCor, Inc.
                     (In Process of Liquidation)
			         Consolidated Statement of Stockholders' Equity 			
                                                                                                                
				                                            Retained	     Net Assets
			                                 Paid-in	    Earnings	     in Liqui-
 	             Shares	  Amount	     Capital	    (Deficit)	    dation	      Total
<S>          <C>       <C>        <C>           <C>           <C>          <C>		
Balance at 
December 31, 
1994 	       1,240,498 $1,241,000 	$2,805,000	  $(11,273,000)	$ --    		   (7,277,000)
 	
Net income	      --	        --	        --	        17,942,000    --		       17,942,000
	
Shares re-
ceived in
settlement	   (324,641)  (325,000)   (734,000)    (1,428,000)   --       	 (2,487,000)
	               
Balance at 
December 31, 
1995 prior 
to adoption 
of liquida-
tion basis 
of 
accounting	    915,857	   916,000	   2,071,000     5,241,000     --         8,228,000
	
Adoption of 
liquidation 
basis of	
accounting	    572,544   (916,000)  (2,071,000)   (5,241,000)	 18,110,000   9,882,000            

Net assets in 
liquidation
at December 
31, 1995	    1,488,411   $   -- 	   $    --      	$  --       $18,110,000 $18,110,000


See accompanying notes.
</TABLE>
	                                



<PAGE>
<TABLE>
<CAPTION>
                                             CenCor, Inc.
                                     (In Process of Liquidation)
                                 Consolidated Statement of Cash Flows
                                 For the Year Ended December 31, 1995			
		

<S>                                                       <C>
Operating activities:
   Net income		                                           $  17,942,000

Adjustment to reconcile net income to net 
   Cash used in operating activities:

     Gain on disposal                                       (24,047,000)

     Cash used in discontinued operations	                    4,561,000

     Other changes in assets and 
      liabilities, net                                        1,370,000

Total adjustments                                           (18,116,000)

Net cash used in operating activities 	                        (174,000)

Investing and other activities:

Proceeds from sale of discontinued 
 operations                                                 123,710,000

Capital expenditures, net                                       (35,000)

Net cash provided by investing and 
 other activities                                           123,675,000	
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                     CenCor, Inc.
                             (In Process of Liquidation)
                      Consolidated Statement of Cash Flows (continued)
                          For the Year Ended December 31,1995



Financing activities:
<S>                                                       <C>
Payments of long-term debt			                             $(102,095,000)

Net cash used in financing activities                      (102,095,000)

Net increase in cash and cash equivalents                    21,406,000

Cash and cash equivalents at beginning of 
 year                                                         1,033,000
	
Cash and cash equivalents at end of year                  $  22,439,000
		     
Supplemental disclosures of cash flow 
 information:

    Cash paid during the year for:

        Interest                                          $   5,698,000

        Income taxes                                      $     356,000


See accompanying notes.
</TABLE>



<PAGE>
               Notes to Consolidated Financial Statements
                     December 31, 1996 and 1995

1.	Summary of Significant Accounting Policies

Basis of Presentation and Plan of Liquidation

The accompanying consolidated financial statements include 
accounts of CenCor, Inc. and its wholly-owned subsidiary Century 
Acceptance Corporation ("Century") (collectively, "the Company").  
Effective June 30, 1995, the Company sold substantially all of 
the assets of Century its then 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 statements of 
net assets in liquidation at December 31, 1996 and 1995, reflect 
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>
Use of Estimates

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.

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 amounts reported in 
the statement of net assets in liquidation for cash and cash 
equivalents approximate 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 4.  At December 31, 
1995 the Concorde investments are valued using discounted cash 
flow analysis, based on an estimated discount rate commensurate 
with the associated risks.

	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.



<PAGE>
1.  Summary of Significant Accounting Policies (continued)

	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 December 31, 1996 and 
December 31, 1995).  The fair value reflects a conversion of the 
convertible notes in accordance with the bankruptcy plan (see 
Note 5).

Reclassifications

Certain amounts in the 1995 financial statements have been 
reclassified to conform with the 1996 presentation.


2.  Discontinued Operations

Effective June 30, 1995, the Company sold substantially all of 
the assets of Century.  The gross cash proceeds from the sale of 
Century were approximately $128,710,000.  In accordance with the 
provisions of the sales agreement, $5,000,000 of the purchase 
price was placed in escrow to secure certain indemnification 
obligations of the Company to the buyer that run through July 1, 
1998.

Century was able to redeem all of its outstanding secured notes 
held by its lenders for a purchase price equal to the principal 
amount of the secured notes (approximately $102 million) together 
with interest, but without the payment of substantial prepayment 
premiums payable under the secured notes.  The lenders also 
surrendered for cancellation outstanding warrants which would 
have allowed them to acquire up to 30% of Century.



<PAGE>
2.  Discontinued Operations (continued)

The loss from operations, net of applicable income taxes, for 
Century is segregated as discontinued operations in the 
accompanying consolidated statement of operations for the year 
ended December 31, 1995.  The net loss from discontinued 
operations is as follows:


<TABLE>
                                               	December 31,
                                            		      1995	 
<S>                                             <C>
	Revenues	                                      $ 15,714,000
	Expenses	                                       (20,988,000)
	Other loss	                                         (56,000)
	  Loss from discontinued operations 
	   before income taxes                           (5,330,000)
	  Income taxes applicable to discon-
	   tinued operations	                                -----
	 Net loss from discontinued operations         $ (5,330,000)  	
</TABLE>

3.  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 has settled the 
claims, in order to avoid time, expense, and uncertainty of 
litigation by agreeing to pay the class-action plaintiffs  
$295,000, which includes certain administrative costs of the 
settlements of the claims. 

4.  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").

<PAGE>
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.  

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 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 Debenture 
subsequent to September 30, 1996, that 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 December 31, 1996, CenCor has 
collected approximately $672,000, of the total $1,057,000 
discharged interest due from the charged-off receivables.  
Collections in 1996 and 1995 were approximately $337,000 and 
$338,000 (inclusive of $50,000 received in 1994), respectively.

The estimated liquidation value of the Debenture, Preferred 
Stock, Unsecured Debt, and discharged interest was $5,092,000 at 
December 31, 1995.

Also included in other assets at December 31, 1995 are 
receivables relating to a fidelity bond claim arising from a loss 
on fraudulent automobile contracts in 1991 and a claim against a 
third party.  In March 1996, the Company received $875,000 from 
the third party in payment of the claim.  In April 1996, the 
Company received $750,000 in payment of the fidelity bond claim.  

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 
($5,277,000 and $5,028,000 at December 31, 1996 and December 31, 
1995, 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 statement.



<PAGE>
5.  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

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.  As 
of December 31, 1995 and 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. At December 31, 1996, 
the fair value of the non-tendered Non-Convertible Notes was 
$5,680,770.  The Notes (Convertible and Non-Convertible) were 
assigned a fair value of $12,303,000 at December 31, 1995.

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 March 10, 1997, 
537,760 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 December 31, 1996 and 1995. 

<PAGE>
 6.  Other Income

The Company and the Estate of  Robert F. Brozman and the related 
Trust of Robert F. Brozman (collectively the "Brozman Estate") 
entered into a settlement agreement pursuant to which the claims 
of the Company against the Brozman Estate, including claims 
arising from CenCor's loss of goodwill, would be settled.  Under 
the settlement agreement, CenCor released the Brozman Estate of 
all liability upon receipt of $600,000 in cash plus the transfer 
of shares of common stock held by the Brozman Estate in the 
amount of $2,487,000.  In March of 1995, CenCor received the 
$600,000 in cash from the Brozman Estate.  The Company, with the 
assistance of its independent financial advisor, and the Brozman 
Estate agreed to a value of the stock of $7.66 per share which 
resulted in 324,641 shares of stock being transferred to the 
Company. The transfer in satisfaction of the settlement agreement 
and the subsequent retirement of the stock is reflected in the 
December 31, 1995 financial statements.

7.  Per Share Information

The number of common shares outstanding was increased under the 
assumption that all 572,554 common stock shares issuable as a 
result of the conversion of the Convertible Notes were 
outstanding during the year ended December 31, 1996 and December 
31, 1995.

Net assets in liquidation per common share was computed by 
dividing net assets in liquidation by the outstanding shares of 
common stock at December 31, 1996 and 1995 respectively.

Earnings per common share and common equivalent shares were 
computed by dividing net income by the average outstanding shares 
of stock during the year ended December 31, 1995.  

8.  Income Taxes

The Company files a consolidated federal income tax return.  A 
provision for income taxes of $1,275,000 was recorded during the 
year ended December 31, 1996.
 


<PAGE>
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.

9.  Stock Option Plan

In 1993, CenCor granted 90,000 phantom share options to certain 
officers of CenCor.  For each option exercised, the holders were 
granted the right to receive a cash payment equal to the excess, 
if any, over $1.00 per share of the greater of (i) the closing 
price of the Common Stock on the NASDAQ National Market (as 
determined on the date the option is exercised), (ii) the 
stockholders' equity of CenCor at the end of its most recent 
fiscal quarter, or (iii) the aggregate distributions per share 
received by CenCor's stockholders in the event CenCor is 
liquidated.  For the purposes of the phantom share option 
agreement, a merger or consolidation in which CenCor is not the 
surviving party or a transaction in which the CenCor stockholders 
receive cash or securities of another company in exchange for 
their CenCor shares shall be deemed to be a liquidation.  The 
options automatically terminate (a) five years after such officer 
or director resigns, or is removed, or (b) on the date that said 
officer or director engages in certain misconduct under his 
employment agreement. The Company recorded a liability in the 
amount of $1,010,000 at December 31, 1995 for this obligation.

During 1996, 65,000 phantom share options were exercised by the 
holders at a per share value of $11.17.  The per share value 
represented the difference between the Company's estimated net 
assets in liquidation per share at December 31, 1995 and $1.00 
per share.  A liability for $ 287,600 has been recorded at 
December 31, 1996 for the remaining 25,000 phantom share options.  



<PAGE>

The Company had 50,000 Stock Appreciation Rights (SARs) 
outstanding to certain officers of the Company at December 31, 
1995. The SARs permit the holders to receive a cash payment of 
the excess of the fair value of Century's stock at the date of 
exercise over the fair value of Century's stock as of the date of 
grant.  As a result of the sale of Century during 1995, the 
holders of the SARs became entitled to payment.   The fair market 
value of Century's stock has been determined as the net proceeds 
from the sale less liabilities retained by Century.  $505,500 of 
the payment due on the SARs was disbursed in January of 1996 and 
an additional $105,000 was disbursed in July of 1996. The 
remaining liability is scheduled to be paid in installments 
through July of 1998. The liability related to the SARs was 
$98,000 and $701,505 at December 31, 1996 and December 31, 1995 
respectively.

 10.  Employee Benefit Plan

The Company had a Profit Sharing Plan and 401(k) Retirement 
Savings Plan (the Plan).  The Company terminated its Plan on 
September 30, 1995.  No contributions were made by the Company to 
the Plan in 1995.  At termination the account of each participant 
of the Plan became fully vested and nonforfeitable.  On October 
23, 1996 the Company received a favorable determination letter 
from the IRS to terminate the Plan and distribute Plan assets.  
The Plan assets will be distributed to the participants as 
indicated by the terms of the Plan. 




(The remainder of this page is intentionally blank.)


<PAGE>
Item 9.  Changes in and Disagreements with Accountants on 
Accounting and Financial Disclosure


None.












(The remainder of this page is intentionally blank.)




<PAGE>
                          PART III

Item 10.  Directors and Executive Officers of the Registrant

	The following tables set forth the names of the directors of 
the registrant and certain related information as of December 31, 
1996.  Each of the directors has been elected to serve until the 
next annual meeting of stockholders or until his successor is duly 
elected and qualified.
<TABLE>
<CAPTION>

Name of                   Served                    Principal Occupation for
Director                  Since      Age    Last Five Years and Directorships<F1>
<S>                       <C>        <C>    <C>
Jack L. Brozman<F1>       1979       46     Chairman of the Board, President and Chief 
                                            Executive Officer of CenCor and Concorde 
                                            since June 1991.  Chief Executive 
                                            Officer of Century from July 
                                            1991 to August 1992.  Chairman of the Board 
                                            and Treasurer, from June 1991 until 
                                            July 23, 1993, and President and Director, 
                                            for more than five years prior to July 23,
                                            1993, of La Petite Academy, Inc.  Director 
                                            of Century and Concorde.

Edward G. Bauer, 
Jr.<F2><F3>               1991       68     Vice President and General 
                                            Counsel of Philadelphia 
                                            Electric Company for more 
                                            than the five-year period 
                                            prior to August 1988.  
                                            Retired from this position 
                                            at the end of August 1988.
<PAGE>
George L. 
Bernstein <F2><F3>        1991       64     Chief Financial and Administrative 
                                            Officer of Howard Fischer Associates, 
                                            Inc. (executive search firm) 
                                            since October 1994.  Chief Operating 
                                            Officer of Dilworth, Paxson, Kalish 
                                            & Kauffman, Philadelphia, 
                                            Pennsylvania (law firm) from 
                                            November 1991 to September 
                                            1994. Director of R & B, 
                                            Inc. (distributor of automotive parts).
                                            Director of Century effective 
                                            April 8, 1993.

Marvin S. 
Riesenbach<F2><F3>        1991       67     Executive Vice President and Chief 
                                            Financial Officer of Subaru of America, 
                                            Inc. for more than the five years 
                                            prior to October 1990.  Retired from 
                                            this position at the end of October 1990.
<FN>
<F1> Jack L. Brozman is the sole executor of the Estate of Robert 
     F. Brozman.
<F2> Director effective July 1, 1991.
<F3> Member of Special and Audit Committees beginning July 1, 
     1991.  Elected to Executive Compensation Committee on August 
     21, 1991.

</FN>
</TABLE>



<PAGE>
	The Board of Directors of CenCor held five meetings and acted 
by unanimous written consent on one occasion during the last 
fiscal year.  Standing committees, consisting of the Special 
Committee and the Audit Committee, held one meeting during the 
last fiscal year.  The Executive Compensation Committee makes 
salary and bonus recommendations for certain executive officers.  
The Audit Committee oversees the work of CenCor's independent 
auditors.  CenCor's Board of Directors does not have a nominating 
committee.  The Special Committee has the final authority to 
thoroughly investigate and report to the Board of Directors on 
certain matters concerning the misappropriation of CenCor's assets 
by CenCor's previous chairman of the board, Robert F. Brozman, or 
certain of his affiliated privately held companies.  The Special 
Committee also has the power and authority to consider the 
adequacy of CenCor's internal controls and procedures and to 
investigate and report upon such other matters as the Special 
Committee considers appropriate.  The Special Committee, the 
Executive Compensation Committee, and the Audit Committee are 
composed of Messrs. Bauer, Bernstein and Riesenbach.

	In addition to Jack L. Brozman, the following person also 
serves as an executive officer of the Company as of December 31, 
1996.
<TABLE>
Name                       Age       Principal Occupation for Last Five Years
<S>                        <C>       <C>

Terri Rinne                 29       Vice President CenCor since July 1, 1995.  
                                     Controller of CenCor from April 1994 through 
                                     June 1995.  Tax manager of CenCor and 
                                     Century from August 1993 through 
                                     March 1994.  Accountant with 
                                     Arthur Andersen, LLP from October 
                                     1989 through August 1993.

</TABLE>


<PAGE>
Disclosure of Delinquent Files

	Except as described below, the Company believes, based on 
information filed with the Company, that all reports required to 
be filed for the past two years with the Securities and Exchange 
Commission under Section 16 by the Company's executive officers, 
directors, and ten percent stockholders have been filed in 
compliance with applicable rules.

	The Estate of Robert F. Brozman and Jack L. Brozman failed to timely 
file Form 4's with respect to the transfer shares of CenCor 
common stock to CenCor.  See "Certain Relationships and Related 
Transactions".  A Form 5 reflecting this transaction has been 
filed.

Item 11.   Executive Compensation.

Summary Compensation Table

	The following table sets forth information as to the 
compensation of the Chief Executive Officer and each of the other 
executive officers of CenCor and Century whose total annual salary 
and bonus exceeded $100,000, during the year ended December 31, 
1996 for services in all capacities to CenCor and its subsidiaries 
in 1994, 1995, and 1996.



<PAGE>

<TABLE>
<CAPTION>

                                                                   Long-Term
                                                                  Compensation

                                         Annual                                  All Other
                                       Compensation                  Awards     Compensation
                                                     Other Annual
Name and Principal           Salary       Bonus      Compensation  Options/SARs
    Position          Year    ($)          ($)           ($)            #
<S>                   <C>    <C>          <C>         <C>          <C>          <C>
Jack L. Brozman,      1996   $201,900<F1>             $753,900<F2>              $279,250<F3>
Chairman of the 
Board and Chief 
Executive Officer
                      1995   $178,300<F1>                           15,000<F4> 
                      1994   $134,800<F1> $25,000<F5>

<FN>
<F1> Mr. Brozman also received compensation as an executive 
     officer of Concorde.
<F2> Consists of (i) installment payments received during 1996 
     with respect to payout received on 30,000 units of stock 
     appreciation rights (SARs) deemed exercised during 1996 in the 
     amount of $427,000 but payable beginning in 1996 and ending in 
     1998 and (ii) payout received on the exercise of phantom share 
     options with respect to 35,000 shares of CenCor common stock.  
     See "Executive Compensation--Option/SAR Grants in Last Fiscal 
     Year".
<F3> Represents the dollar value of in-the-money phantom share 
     options.  See "Option Exercises and Fiscal Year-End Option Value 
     Table".


<PAGE>
<F4> See "Executive Compensation -- Option Exercises and Fiscal 
     Year End Option Value Table".
<F5> Mr. Brozman was also awarded and paid a cash bonus in 1994 of 
     $25,000 in recognition of his excellent performance in 1993.

</FN>
</TABLE>



<PAGE>
Option Exercises and Fiscal Year-End Option Value Table

	The following table provides information with respect to the 
named executive officers concerning options exercised during 1996 
and unexercised options held as of December 31, 1996.

<TABLE>
<CAPTION>

                                   Value      # of Securities Underlying   Value of Unexercised In-the-
                      Options     Realized        Unexercised Options             Money Options
       Name          Exercised      ($)               at FY-End                   at FY-End ($)
                                              Exercisable   Unexercisable    Exercisable  Unexercisable 
<S>                  <C>         <C>          <C>           <C>              <C>           <C>         
Jack L. Brozman,     35,000<F1>  $390,950<F2>  25,000<F3>        N/A         $279,250<F4>      N/A
CEO

<FN>

<F1> Consists of phantom share options relating to CenCor common 
     stock.
<F2> Excludes $362,950 received during 1996 in installment 
     payments with respect to SAR units deemed exercised during 
     1995 but payable in subsequent years.
<F3>	Consists of phantom share options relating to 25,000 shares 
     of CenCor common stock which were not exercised until January 
     1997.
<F4> Represents amount of payout received in January 1997 upon the 
     exercise of 25,000 phantom share options.

</FN>
</TABLE>

Compensation of Directors

  	Each non-officer/director of CenCor is paid an annual 
retainer of $25,000 plus a fee (based on time spent on corporate 
matters, including attendance at board and committee meetings) and 
expenses.



<PAGE>
Item 12.  Security Ownership of Certain Beneficial Owners and Management

  	The following table sets forth, with respect to CenCor common 
stock (the only class of voting securities), the only persons 
known to be a beneficial owner of more than five percent (5%) of 
any class of CenCor voting securities as of March 10, 1997.

<TABLE>

Names and Addresses              Number of Shares and
of Beneficial Owners       Nature of Beneficial Ownership<F1>    Percent of Class
<S>                        <C>                                   <C>

Jack L. Brozman, Trustee              272,423<F1>                       18%
Robert F. Brozman Trust
1100 Main St.
Kansas City, Missouri  
64105

A. Baron Cass III                     134,392                            9%
5005 LBJ Freeway
Suite 1130, LB 119
Dallas, Texas  75244

<FN>

<F1>	Nature of ownership of securities is direct.  Beneficial 
     ownership as shown in the table arises from sole voting power 
     and sole investment power.
<F2>	Does not include 34,344 shares held by Jack L. Brozman or 
     20,025 shares held by or for the benefit of Robert F. 
     Brozman's other children, in which the Robert F. Brozman 
     Trust disclaims any beneficial interest.

</FN>
</TABLE>


<PAGE>
  	The following table sets forth, with respect to CenCor common 
stock (the only class of voting securities), (i) shares 
beneficially owned by all directors of the Company and nominees 
for director, and (ii) total shares beneficially owned by 
directors and officers as a group, as of March 10, 1997.

<TABLE>

                                  Number of Shares and
     Name and Address             Nature of Beneficial
    of Beneficial Owner              Ownership<F1>            Percent of Class
<S>                                   <C>                             <C>     
Jack L. Brozman                       306,767<F2>                     21%

Edward G. Bauer, Jr.                    6,000                          *

George L. Bernstein                      ---                          ---

Marvin S. Riesenbach                     ---                          ---

Directors and Officers as a Group     312,767<F2>                     21%

*Less than 1%

<FN>

<F1>	Nature of ownership of securities is indirect.  Beneficial 
     ownership as shown in the table arises from sole voting power 
     and sole investment power.
<F2>	Includes 34,344 shares held by Jack L. Brozman and 272,423 
     shares held by the Robert F. Brozman Trust.  Does not include 
     20,025 shares held by or for the benefit of Robert F. Brozman's 
     other children, in which the Robert F. Brozman Trust disclaims 
     any beneficial interest.  Jack L. Brozman is the sole trustee and 
     is also one of the beneficiaries of the Robert F. Brozman Trust.

</FN>
</TABLE>

Item 13.  Certain Relationships and Related Transactions

	  A significant portion of the Company's assets, as of December 
31, 1996, consisted of debt and equity securities issued by 
Concorde, a business in which Jack L. Brozman holds an interest.



<PAGE>
  	On February 25, 1997, CenCor, Inc. (the "Company") received 
the final payment on a $4.8 million repayment price retiring
in full of all of Concorde's debt obligations owed to the Company and
redeeming in full of the Concorde Preferred Stock held 
by the Company.  In exchange, the Company released 
Concorde from all liabilities and obligations under its 
agreements with Concorde.  See "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Financial Condition--
Concorde Career Colleges, Inc. Agreements."


	The payments were received pursuant to a recently amended 
Restructuring, Security and Guaranty Agreement (the "Fourth 
Amendment") with Concorde which was negotiated by the Company's 
Special Committee, consisting of its outside directors.




<PAGE>	
	CenCor continues to hold approximately $23.4 million in 
previously charged-off Concorde receivables which it received in 
payment of accrued interest on the Debenture.  Concorde assigned 
to CenCor the previously charged off receivables (primarily 
student loan promissory notes) in payment of accrued interest on 
the Debenture through December 31, 1994 of approximately  $1 
million.  Provided that CenCor undertakes reasonable steps to 
collect the charged off receivables, CenCor has a right to 
substitute receivables as to which collection efforts have been 
made for new Concorde receivables until such time as CenCor 
receives cash equal to the accrued interest.  Any amounts 
collected in excess of the accrued interest amount, apply first to 
reimbursing Concorde for its professional fees and then to 
interest and principal on the Debenture.  The February 1997 
release does not relieve Concorde from providing substitute 
student receivables received in exchange of accrued interest of 
which approximately $385,000 is currently outstanding.

	The Company currently subleases its approximately 800 sq. 
feet office space from Concorde on a month to month basis.  The 
Company pays rent of $927 per month for the space.

	Jack L. Brozman, who is Chairman of the Board of CenCor and 
Century, is Chairman of the Board of Concorde.  Mr. Brozman owns 
171,724 shares of Concorde (2.5% of the outstanding class).  As 
sole fiduciary for the Estate of Robert F. Brozman (the "Brozman 
Estate") and the Robert F. Brozman Trust (he is one of the 
beneficiaries of the estate and the trust), he owns 2,435,324 
shares of Concorde common stock (36% of the outstanding class).



<PAGE>
	The Company and the Brozman Estate have settled the claims of 
the Company against the Brozman Estate arising from the CIKC 
Loans.  The Company released the Brozman Estate from all liability 
in exchange for $600,000 in cash plus the transfer to the Company 
on May 16, 1996 of 324,641 shares of CenCor common stock 
previously held by the Brozman Estate.  Pursuant to the terms of 
the settlement agreement between the Company and the Brozman 
Estate, the shares transferred represent the number of shares of 
common stock which equal the aggregate of $400,000 plus one-half 
the amount by which the December 31, 1995 fair market value of the 
stock held by the Brozman Estate exceeds $400,000.  The Special 
Committee, with the assistance of its independent financial 
advisor, determined that the fair market value of the CenCor 
common stock on December 31, 1995, for the purposes of the 
settlement, was $7.66 per share.



<PAGE>
                          PART IV

Item 14.  Exhibits, Financial Statements, Schedules, and Reports 
on Form 8-K.

(a)	The following documents are filed as part of this Annual 
Report on Form 10-K.

	The following Consolidated Financial Statements of CenCor, 
Inc. and Subsidiaries are included in Item 8:

		Consolidated Statement of Net Assets in Liquidation.

                Consolidated Statement of Changes in Net Assets in
		Liquidation.

		Consolidated Statement of Operations.

		Consolidated Statement of Stockholders' Equity.

		Consolidated Statement of Cash Flows.

		Notes to Consolidated Financial Statements.

	(i)	Consolidated Financial Statement Schedules of 
CenCor, Inc. and subsidiaries have been omitted as not 
applicable or not required under the instructions 
contained in Regulations S-X, or the information is 
included elsewhere in the financial statements or notes 
thereto.

	(ii)	Exhibits.

Exhibit
Number      Description

2.1         Plan of Dissolution and Liquidation.


3.1         Certificate of Incorporation and all 
            Amendments thereto through August 31, 1990.  
            (Incorporated by reference--Exhibit 3(a) to 
            the Company's Annual Report on Form 10-K for 
            the year ended December 31, 1990.)

3.2         Bylaws amended through July 29, 1991.  
            (Incorporated by reference--Exhibit 3(a) to 
            the Company's Annual Report on Form 10-K for 
            the year ended December 31, 1991.)

4.1         Specimen common stock certificate.  
            (Incorporated by reference--Exhibit 4(a) to 
            the Company's Annual Report on Form 10-K for 
            the year ended December 31, 1990.)

4.2         Certificate of Incorporation and all 
            Amendments and Amended and Restated Bylaws.  
            (Incorporated by reference--Exhibit 3(a) to 
            the Company's Annual Report on Form 10-K for 
            the year ended December 31, 1990 and included 
            as Exhibit 3(b) hereto.)

4.3         Indentures between CenCor, Inc. and Commercial 
            National Bank of Kansas City, N.A. dated April 
            27, 1993 with respect to notes due 1999.  
            (Incorporated by reference--Exhibit T3C to 
            Company's Application on Form T-3; SEC file 
            #22-24246.)

10.1        Restructuring, Security and Guaranty Agreement 
            dated October 30, 1992 between Dental 
            Assistants, Inc., United Health Careers 
            Institute, Inc., Southern California College 
            of Medical and Dental Assistants, Inc., 
            Concorde Careers--Florida, Inc., Colleges of 
            Dental and Medical Assistants, Inc. and 
            Computer Career Institute, inc. (Incorporated 
            by reference -- Exhibit 100) to Company's 
            Annual Report on Form 10-K for the year ended 
            December 31, 1992.)

10.2        First Amendment to Restructuring, Security and 
            Guarantee Agreement between CenCor, Concorde, 
            Minnesota Institute of Medical and Dental 
            Assistance, Texas College of Medical and 
            Dental Assistants, Texas College of Medical 
            and Dental Assistants, Inc., United Health 
            Careers Institute, Inc., Southern California 
            College of Medical and Dental Assistants, 
            Inc., Concorde Careers--Florida, Inc., College 
            of Dental and Medical Assistants, Inc. and 
            Computer Career Institute, Inc. dated December 
            30, 1993.  (Incorporated by reference--Exhibit 
            10(i) to the Company's Annual Report on Form 
            10-K for the year ended December 31, 1993.)

10.3        Stock Appreciation Agreement with Jack Brozman 
            dated October 4, 1994.  (Incorporated by 
            reference--Exhibit 10(j) to the Company's 
            Annual Report on  Form 10-K for the year ended 
            December 31, 1994.)

10.4        Minutes of Compensation Committee dated 
            February 7, 1995 relating to amendments to 
            Stock Appreciation Agreements.  (Incorporated 
            by reference--exhibit 10(k) to the Company's 
            Annual Report on Form 10-K for the year ended 
            December 31, 1994.

10.5        Mutual Release between First Portland 
            Corporation, FP Holdings, Inc. and Leonard and 
            Sharlene Ludwig, Arthur and Phyllis Levinson, 
            CEL-CEN Corp. and CenCor, Inc. dated February 
            14, 1995.  (Incorporated by reference--Exhibit 
            10(l) to the Company's Annual Report on Form 
            10-K for the year ended December 31, 1994.)

10.6        Second Amendment to the Restructuring, 
            Security and Guaranty Agreement between 
            CenCor, Concorde, Minnesota Institute of 
            Medical and Dental Assistance, Texas College 
            of Medical and Dental Assistants, Texas 
            College of Medical and Dental Assistants, 
            Inc., United Health Careers Institute, Inc., 
            Southern California College of Medical and 
            Dental Assistants, Inc. and Computer Career 
            Institute, Inc. dated November 15, 1994.  
            (Incorporated by reference--Exhibit 10(m) to 
            the Company's Annual Report on Form 10-K for 
            the year ended December 31, 1994.)

10.7        Settlement Agreement dated March 27, 1995 
            among CenCor, Inc., Century Acceptance 
            Corporation, Jack L. Brozman, Executor, and 
            Jack L. Brozman, Trustee.  (Incorporated by 
            reference--Exhibit 10(o) to the Company's 
            Annual Report on Form 10-K for the year ended 
            December 31, 1994.)

10.8        Purchase Agreement dated May 19, 1995 by and 
            among CenCor, Century and Fidelity Acceptance 
            Corporation.  (Incorporated by reference--
            Exhibit 10.13 to the Company's Annual report 
            on Form 10-K for the year ended December 31, 
            1995.)

10.9        Employment Agreement dated July 3, 1995 
            between CenCor and Jack Brozman. (Incorporated 
            by reference--Exhibit 10.14 to the Company's 
            Annual report on Form 10-K for the year ended 
            December 31, 1995.)

10.10       Third Amendment to the Restructuring, Security 
            and Guaranty Agreement.

10.11       Fourth Amendment to the Restructuring Security 
            and Guaranty Agreement.

21          Subsidiaries of the Registrant.

27          Financial Data Schedule.


(b)   	Reports on Form 8-K:

     		No reports on Form 8-K were filed during the quarter 
ending December 31, 1996.



<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 159d) of the 
Securities Exchange Act of 1934, the Registrant has duly caused 
this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.

                                     CENCOR, INC.


                                     By: /s/ Jack L. Brozman
                                     Jack L. Brozman
                                     Chairman of the Board
Date:  March 31, 1997

Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed below by the following persons 
on behalf of Registrant and in the capacities and on the dates 
indicated.

                             By: /s/ Jack L. Brozman        March 31, 1997
                            	Jack L. Brozman
                            	(Chairman of the Board,
                             	Chief Executive Officer 
                              and Director)



                              By: /s/ Terri L. Rinne        March 31, 1997
                             	Terri L. Rinne
                             	(Vice President and 
                              Chief Financial Officer)



<PAGE>
                              By: /s/ Edward G. Bauer, Jr.  March 31, 1997
                             	Edward G. Bauer, Jr.
                             	(Director)


                              By: /s/ George L. Bernstein   March 31, 1997
                             	George L. Bernstein
                             	(Director)


                              By: /s/ Marvin S. Riesenbach  March 31, 1997
                             	Marvin S. Riesenbach
                             	(Director)