________________________________________________________________
	

                             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, 1998
                    Commission file number 0-3417

                              CENCOR, INC.

        (Exact name of registrant as specified in its charter)
                           5800 Foxridge Drive
                              Suite 500
                           Mission, Kansas 66202
                     Telephone (913) 831-6334

             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 9, 1999.
1,343,202 Shares of Common Stock, $1.00 par value

Market value at March 9, 1999 was $9,234,514.
Documents incorporated by reference--None
_________________________________________________________________


<PAGE>
                         CENCOR, INC.

                          FORM 10-K
                  YEAR ENDED DECEMBER 31, 1998

                             INDEX
	Item	                                                 Page

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

PART II		                                                  
  Item 5.	Market for Registrant's Common Stock and 
		 Related Stockholder Matters		          4
  Item 6.	Selected Financial Data		                  5
  Item 7.	Management's Discussion and Analysis of 
		 Financial Condition and Results of Operations    6
  Item 7A.      Quantitative and Qualitative Disclosures About 
 		Market Risk                                       11
  Item 8.	Financial Statements and Supplementary Data       12
  Item 9.	Changes in and Disagreements with Accountants 
                 on Accounting and Financial Disclosure		  19

PART III	                                                  
  Item 10.	Directors and Executive Officers 
		 of the Registrant		                  20
  Item 11.	Executive Compensation	 	                  21
  Item 12.	Security Ownership of Certain 
	         Beneficial Owners and Management                 23
  Item 13.	Certain Relationships and Related Transactions	  24

PART IV		                                                  
  Item 14.	Exhibits, Financial Statements 
		 Schedules, and Reports on Form 8-K		  26

<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. As a result of the Board of Director's intent, as of 
December 31, 1995, the Company adopted a Plan of Dissolution and 
Liquidation (the "Plan of Liquidation").  The Company's stockholders
approved the Plan of Liquidation on September 12, 1996 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>
   	

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

	There are no pending legal actions against the Company.   

<PAGE>
   

Item 4.  Submission of Matters to a Vote of Security Holders
	
   As a result of the stockholders approval of the Company's Plan 
of Liquidation on September 12, 1996, the Company is not required
to submit any further matters to a vote of security holders.

(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 1997 and 1998 is as 
follows:

<TABLE>
<CAPTION>
                           		1997	          	1998
Quarter Ended		          High	       Low	  High	      Low
<S>                               <C>          <C>        <C>          <C>
March 31			  7.625	 	7.625	  4.67        4.11      
June 30			          9.125         9.125     5.45        5.45
September 30	                  9.125         9.125	  6.75	      6.61
December 31		          9.250         9.250	  6.86        6.86
</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 9, 1999, the quoted bid price of the common stock on 
the OTC Bulletin Board was $6.875.

   At March 9, 1999, CenCor had approximately 645 shareholders of 
record.
		
(The remainder of this page is intentionally blank.)


<PAGE>
Item 6.  Selected Financial Data
<TABLE>
						
						 
                                     	  December 31,	      December 31,
                                              1998           	  1997            
<S>                                       <C>                 <C>
Net Assets in Liquidation:

Assets:
  Cash and cash equivalents	          $  9,833,000	      $ 11,248,000	
  Other assets	                               860,000           6,182,000          
    Total Assets	                    10,693,000          17,430,000

Liabilities:
  Accounts payable and
   accrued liabilities	                       445,000             432,000
  Partial liquidating distribution payable      57,000	         7,225,000
Total Liabilities	                       502,000           7,657,000

Net assets in liquidation	           $ 10,191,000        $  9,773,000 

Number of common shares 
  outstanding	                             1,350,384           1,350,384

Net assets in liquidation per	               $  7.55              $ 7.24
  share
	
Change in Net Assets in 
 Liquidation for the year 
 ended:

<PAGE>

Income from liquidating 
   activities:	                          
  Investment income			   $  613,000	         $1,101,000
  Income Tax Benefit			      366,000		  1,232,000

                                              979,000             2,333,000
Expenses from liquidating 
   activities:	                            
  Salaries and related benefits               237,000               256,000
  Interest expense                                ---               709,000
  Professional fees                           153,000	             76,000
Other expenses			              171,000 		    531,000

					      561,000		  1,572,000

Retirement of common stock                        ---		  1,157,000
Partial liquidation distribution                  ---             7,225,000
					          ---      	  8,382,000

Increase (Decrease)in net assets          $   418,000	         $<7,621,000>
  in liquidation

</TABLE>
<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, ("Fidelity").

   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 expired on July 1, 1998.  During the 
quarter ended September 30, 1998, Fidelity withdrew all of its previously
filed claims against the escrow account and Century received approximately
$5.6 million from the escrow account.  The funds received from the escrow
account were distributed to CenCor through an intercompany dividend and were
then invested in short-term government and government agency instruments.


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>

   The Board determined that a partial liquidating distribution of  $5.35
per share would be issued to stockholders of record on  February 16, 1998. 
At such time as the Board has determined that all claims and liabilities
have been indentified and paid or  provided for, the Board will determine a
record date and issue a  final liquidating distribution.  

  During the period of liquidation, CenCor's directors and officers are 
authorized to implement and carry out the provisions of the Plan of 
Liquidation and will receive compensation for their services.  The Board 
determined that, in addition to the regular directors fees paid to each 
member of the Board of Directors, each Director shall receive a payment 
equal to $75,000 immediately prior to the final distribution of the 
liquidation proceeds to the  shareholders as additional consideration for 
the performance of services to CenCor. In addition, the Vice President 
of Cencor will receive a bonus of $100,000 if the officer is still 
employed by CenCor on the date CenCor makes its final liquidation 
distribution to its shareholders.  The purpose of the additional payments is 
to encourage these individuals to continue their service to CenCor 
through the CenCor's final liquidation and to recognize the directors for 
their past performance.  The present value of these payments is recorded as
a liability in December 31, 1998 and December 31, 1997 financial statements.



<PAGE>    
  As discussed below, on February 2, 1998, CenCor announced a
partial liquidating distribution in the amount of $5.35 per share which was
paid on March 9, 1998.  After the partial liquidating distribution and assuming
CenCor had fully liquidated and distributed its assets by December 31, 1998,
and 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 an additional $10,191,000 in
distributions or approximately $7.55 per share, less costs to liquidate. 
The actual amount to be  received upon complete liquidation my be adversely
affected by unanticipated tax liabilities, other liquidating costs, or other
unforseen factors.  The actual amount to be received upon liquidation will
also be affected if, and to the extent, holders of CenCor's Old Notes, who
failed to surrender their Old Notes for Non-Convertible Nobes, Convertible
Notes or common stock pursuant to CenCor's 1993 Plan of Liquidation, are
permitted by the Bankruptcy Court to surrender their Old Notes beyond the
time allowed in the plan but prior to the liquidating distribution.  Up to
11,633 additional shares of common stock could be outstanding as a result
of such event.

<PAGE>

In accordance with Section 280 of Delaware General Corporation Law ("DGCL"),
on February 26, 1999 CenCor mailed a 60-day bar date notice to all known or
possible creditors of CenCor.  The same bar date notice was also published
on March 11, 1999 and March 18, 1999 in The Kansas City Star, Wall Street
Journal, and Wilmington News Journal.  The bar date notice requires all 
persons who believe they have a claim or potential claim against CenCor to
present such claim to CenCor or its outside legal counsel no later than 4:00
p.m. Central Standard Time on April 27, 1999.  Individiuals or entities holding
stock of record of CenCor or the CenCor Non-Convertible Notes due July 1, 1999
do not need to file a claim unless they believe they have claims against
CenCor unrelated to their ownership of common stock or Non-Convertible Notes.
CenCor must respond to or reject any filed claims by May 4, 1999.
As of March 29, 1999, only holders of CenCor's common stock or Non-Convertible
Notes had filed claims against CenCor.  These individuals were subsequently
notified that it was not necessary for them to file a claim.

CenCor expects to make a second or final distribution by October 1999.  If
CenCor determines that it is necessary to establish a reserve for 
potential claims that are not resolved prior to October 1999, the CenCor
would then make (subject to cost and expense considerations) a third and
final distribution if the potential claims are ultimately settled for 
less than the amount of the reserve.  Due to the current uncertainty of this 
issue, CenCor is not able to estimate a reserve amount, if any.

Partial Liquidating Distribution

   CenCor's 1993 plan of reorganization entitled holders of Old Notes to
receive Non-Convertible Notes, Convertible Notes, and common stock in
exchange for their Old Notes.  The Convertible Notes were converted into
shares of common stock at a ratio of one share of common stock for each $20
principal amount of  Convertible Notes on April 1, 1996.

   On February 2, 1998, CenCor announced payment of a partial liquidating
distribution on March 9, 1998 in the amount of $5.35 per share to common
stockholders of record as of February 16, 1998.  The Company distributed
$7,159,049 on 1,338,140 outstanding shares of common stock on March 9, 1998.

<PAGE>
   The outstanding shares of stock at February 16, 1998 that received the 
partial liquidating distribution on March 9, 1998 did not include 11,713 of 
common shares issuable to holders of Convertible Notes who had failed to 
surrender their Convertible Notes in exchange for common stock.  Subsequently,
2,120 shares of common stock and the underlying partial liquidating
distribution of $5.35 per share have been issued as a result of the surrender
of Convertible Notes.  The Company is attempting to contact the remaining
unsurrendered Convertible Noteholders and advise them of the partial 
liquidating distribution that they would be entitled to receive upon surrender
of their Convertible Notes.  If the shares of common stock and partial 
liquidating distribution underlying the unsurrendered Convertible Notes are
not claimed, the Company expects to release the unclaimed funds based upon
the applicable escheat laws.  The partial liquidation distribution payable 
recorded in the financial statements at December 31, 1998 and December 31, 1997
includes the partial liquidating distribution due to holders of unsurrendered
Convertible Notes.

Conversion of Convertible Notes

  On December 31, 1995, ConCor had outstanding non-interest  bearing
Convertible Notes due July 1, 1999 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 February 18, 1999, 9,594 shares issuable remain unclaimed by
holders of the Convertible Notes.

<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 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 $9,970,930 as of the 
November 18, 1996 offer expiration date at a cost of $7,374,415.  On May 30,
1997, pursuant to the indenture governing the Non-Convertible Notes, CenCor
defeased its outstanding Non-Convertible Notes in the principal amount of
$7,203,726 by delivering approximately $6.4 million in  U.S. Government
Securities to the indenture trustee.  The Non-Convertible Notes will be paid
in full on July 1, 1999 by the indenture trustee.

Concorde Career Colleges, Inc. Agreements

   In February 1997, the Company retired in full its holding in a junior
secured debenture (the "Debenture") of Concorde Career Colleges, Inc. 
("Concorde") in the principal amount of approximately $2.4 million plus
interest and redeemed all of its shares of Concorde's cumulative
preferred stock.

   In 1993 and  1994, Concorde agreed to assign certain charged-off 
receivables to the Company in full payment of the accrued interest due on
the Debenture through December 31, 1993 and  1994, respectively. 
The receivables, which consisted of account and notes receivable from
students who attended schools operated  by Concorde or its subsidiaries,
were assigned to the Company without recourse with the Company assuming all
risk of non-payment of the receivables.   As of December 31, 1997, the Company
had collected approximately $1,046,000 of the total $1,057,000 discharged 
interest due from the charged-off receivables. The balance of the discharged
interest was collected in January 1998 and the Company has subsequently 
reassigned the  charged-off receivables to Concorde.

<PAGE> 
Assets and Liabilities Using Liquidation Accounting

  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 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.

  The Company's assets at December 31, 1998 and December 31, 1997, consisted
primarily of cash and cash equivalents and an income tax receivable refund.
At December 31, 1997 the Company's assets also included the escrow account
established to secure the indemnification obligations of the Company to the 
buyer of Century.

  The Company's liabilities at December 31, 1998 and December 31, 1997
consisted primarily of accounts payable and other accrued liabilities,
including the accrued additional payments due to the Company's officers and
directors prior to liquidation.  At December 31, 1997 the Company had also
recorded a liability for the partial liquidating distribution payable to its
shareholders on March 9, 1998.  The Company distributed $7,159,040 on March
9, 1998 to the stockholders of record as of February 16, 1998.  The partial
liquidating distribution payable at December 31, 1998 represents the balance
due to the holders of unsurrendered Convertible Notes.

<PAGE>   
Results of Operations

   During the year ended December 31, 1998, the Company's primary source of
income was interest from short-term government and government-agency
investments.

  The Company's expenses for the year ended December 31, 1998 consisted mainly
of salaries, professional fees, and other recurring business expenses.  The 
Company also recorded a reduction to income tax expense as a result of 
expected refunds from the settlement of the IRS examination.


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 revund of prior
years' taxes from the IRS.  Until a distribution is made to stockholders,
management has invested the Company's 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 all timely asserted liabilities, 
and any estimated post-liquidation costs, prior to any final distribution on
its outstanding common stock,  Although, the Company believes that it has 
adequate reserves for all of its material known contingent tax and other 
liabilities it is currently attempting to identify any other potential
liabilities by the issuance of the bar date claim notice on February 26,
1999 to known or possible creditors.

Internal Revenue Service Examination

  As a result of a preliminary settlement with the IRS related to the
examination of the Company's 1990, 1991 and 1992 federal income tax returns,
the Company recorded in other assets a net recoverable for income taxes of
$850,000 and $595,000 at December 31, 1998 and December 31, 1997, respectively.
The receivable also includes refunds to be received as a result of net 
operating loss ("NOL") carryovers to the Company's 1995 and 1996 federal income
tax returns.  In February 1999, the Company received from the IRS a refund
of income taxes, including interest, of approximately $836,000 and an 
additional refund of $48,00 in March 1999.  As a result of the receipt of
IRS refunds, the Company believes it has resolved any known issues with the IRS
with respect to the Company's 1990, 1991, and 1992 federal income tax returns.

  The Company's NOL carryforward, for federal income purposes, at December
31, 1998 is approximately $295,000.  The NOL carry forward expires on December
31, 2008.  However, the liquidation of the Company is expected to occur 
prior to the expiration of the NOL carryforward.  The Company's alternative
minimum tax ("AMT") credit carryforward is approximately $579,000 and can be
carried forward indefinately.  Because of the uncertainty of the amount and
timing of the possible realization of the Company's income tax carryforward
at December 31, 1998, no amount has been recorded as a receivable regarding
these carryforwards.

Capital Obligations

   The Company has no obligations for capital purchases.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

(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

Notes to Consolidated Financial Statements		        16

<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, 1998 and 1997,
and the related statement of changes in  net assets in liquidation for the
years then ended.  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 at 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 consolidated net assets in  liquidation of 
CenCor, Inc. as of December 31, 1998 and 1997, the  changes in net assets in
liquidation for the years then ended, in conformity  with generally accepted 
accounting principles applied on the  basis described in the preceding
paragraph.                                                        
                                                                            
Ernst & Young LLP 
March 12, 1999 
Kansas City, Missouri 

<PAGE>
<TABLE> 
<CAPTION>                               
				CenCor, Inc.                
      			(In Process of Liquidation)              
	     Consolidated Statement of Net Assets in Liquidation 							    
                             December 31, 1998 and 1997

                                      December 31,	  December 31,	 		                  
					1998               1997         
<S>                                   <C>                 <C>      

Assets:       
	Cash and cash equivalents     $ 9,833,000	  $11,248,000      
  	Other assets	                  860,000	    6,182,000	       
	Total assets	               10,693,000          17,430,000            
Liabilities:      
	Accounts payable and accrued     
          liabilities                     445,000	      432,000  
   	Partial liquidating 
	  distribution payable             57,000	    7,225,000	      
Total liabilities	                  502,000           7,657,000        
Net assets in liquidation	      $10,191,000         $ 9,773,000

Number of common shares        
 outstanding	                        1,350,384           1,350,384

Net assets in liquidation per share	  $  7.55	       $ 7.24          

See accompanying notes. 
</TABLE>


<PAGE> 
<TABLE> 
<CAPTION>                              
				CenCor, Inc.          
             		(In Process of Liquidation)         
	Consolidated Statement of Changes in Net Assets in Liquidation                 
	    For the Years Ended December 31, 1998 and 1997 					 
		 
					December 31,  		December 31,
					1998			1997
<S>                         		<C>			<C> 
Net assets in liquidation,    
  Beginning of Year                     $ 9,773,000             $17,394,000                              

Income from liquidating activities:   
  Investment income		            613,000               1,101,000 	   
  Income Tax Benefit			    366,000	          1,232,000     	
					    979,000               2,333,000

Expenses from liquidating activities:    
   Salaries and related benefits	    237,000   	             256,000	    
   Interest expense	                        ---                  709,000    
   Professional fees	                    153,000                   76,000    
   Other expenses	                    171,000                  531,000        
					    561,000	           1,572,000

Retirement of common stock                      ---                1,157,000     
Partial liquidation
  distribution                                  ---                7,225,000          
					        ---                8,382,000

Increase (Decrease) in net assets 	    418,000               (7,621,000)    

Net assets in liquidation,    
  December 31, 1998 and 1997            $10,191,000                $9,773,000	


See accompanying notes.	 
</TABLE>

<PAGE>                
		Notes to Consolidated Financial Statements            
		     (In Process of Liquidation)         
		      December 31, 1998 and 1997

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. 

  As a result of Board of Directors' intent as of December 31, 1995,  the
Company adopted a Plan of Dissolution and Liquidation  (the "Plan of
Liquidation").  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. The Company's stockholders
approved the Plan of Liquidation on September 12,  1996 at the Company's
annual meeting of stockholders. At such time as the Board will determine a
record date and issue a final liquidating distribution.  CenCor is expected
to be fully liquidated by October 1999.

<PAGE>   
  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, 1998 and 1997, 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.

Principles of Consolidation

The consolidated financial statements include CenCor, Inc. and its wholly
owned subsidiary, Century Acceptance Corporation.  All material intercompany
transactions have been eliminated.

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 fair value reported in the statements
of net assets in liquidation for cash and cash equivalents approximate their 
carrying amounts.

<PAGE> 	
	Other Assets:  The Company's other assets are reported in the statement
of net assets in liquidation at their fair value.

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

	Partial Liquidating Distribution Payable:  The fair value reported
in the statements of net assets in liquidation approximates the carrying 
amounts of the partial liquidating distribution payable.


2.  	Other Assets

An escrow account was established in accordance with the provisions of the 
agreement pertaining to the sale of Century's assets in order to secure
certain indemnification obligations of Century and CenCor to the buyer,
Fidelity Acceptance Corporation ("Fidelity"), that ran through July 1, 1998.
The escrow account, including accrued interest, is included in other assets at
December 31, 1997 at a value of $5,549,000.

During the quarter ended September 30, 1998, Fidelity withdrew all of its
claims against the escrow account and Century received approximately $5.6
million of the escrow funds.  The funds received from the escrow account were
distributed to CenCor through an intercompany dividend and were then invested
in short-term government and government agency instruments.

As discussed in Note 3, other assets at December 31, 1998 and December 31,
1997, also include a net income tax refund receivable of $850,000 and $595,000,
respectively, from the Company's prior years' federal income tax returns.

At December 31, 1997, a portion of the Company's other assets consisted of 
certain charged-off receivables obtained in full payment of the accrued 
interest due on a subordinated debt of Concorde Career College, Inc.
("Concorde").  The receivables, consisted of account and notes receivable from
students who attended schools operated by Concorde or its subsidiaries.  As of
December 31, 1997, the Company had collected approximately $1,046,000 of the 
total $1,057,000 discharge interest due from the charged-off receivables.  The
balance of the discharged interest was collected in January 1998 and the 
Company has subsequently reassigned the charged-off receivables to Concorde.

<PAGE>

3.	Income Taxes

As a result of a preliminary settlement with the IRS related to the examination
of the Company's 1990, 1991 and 1992 federal income tax returns, the Company
recorded in other assets a net recoverable for income taxes of $850,000 and
$595,000 at December 31, 1998 and December 31, 1997 respectively.  The 
receivable also includes refunds to be received as a result of net operating
loss ("NOL") carryovers to the Company's 1995 and 1996 federal income tax
returns.  In February 1999, the Company received from the IRS a refund of
income taxes, including interest, of approximately $836,000 and an additional
refund of $48,000 in March 1999.  As a result of the receipt of the IRS
refunds, the Company believes it has resolved any known issues with the IRS
with respect to the Company's 1990, 1991 and 1992 federal income tax returns.

The Company's NOL carryforward, for federal income purposes, at December 31,
1998 is approximately $295,000.  The NOL carry forward expires on December 31,
2008.  However, the liquidation of the Company is expected to occur prior to
the expiration of the NOL carryforward.  The Company's alternative minimum tax
("AMT") credit carryforward is approximately $579,000 and can be carried
forward indefinately.  Because of the uncertainty of the amount and timing
of the possible realization of the Company's income tax carryforward at 
December 31, 1998, no amount has been recorded as a receivable regarding
these carryforwards.


4.  	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 December
31, 1998 and December 31, 1997.


Effective April 1, 1996, CenCor converted its outstanding non-interest bearing
Convertible Notes due July 1, 1999 (the "Convertible Notes") in the principal
amount of $11,449,771 into shares of CenCor's common stock at a ratio of one
of common stock for each $20 principal amount of Convertible Notes.  As a 
result of the conversion, the holders of the Convertible Notes were entitled
to 572,554 shares of CenCor common stock upon surrender of their Convertible 
Notes.  The outstanding share amount reflected in the financial statements 
assumes all 572,554 shares issued as a result of the conversion of the 
Convertible Notes are outstanding.  However, as of February 18, 1999, 9,594
shares issuable remain unclaimed by the holders of the Convertible Notes.

On February 2, 1998 CenCor announced payment of a partial  liquidating
distribution of  $5.35 per share to shareholders of record as of February 16,
1998.  On March 9, 1998, CenCor distributed $7,159,049 to its 1,338,140
outstanding shares of record as of February 16, 1998.

<PAGE> 

The outstanding shares of stock at February 16, 1998  that received
the partial liquidating distribution on March 9, 1998 does not include
11,713 of common shares issuable to holders of Convertible Notes who had
failed to surrender their Convertible Notes in exchange for common stock.
Subsequently, 2,120 shares of common stock and the underlying partial 
liquidating distribution of $5.35 per share have been issued as a result of
the surrender of Convertible Notes.  The Company is attempting to contact 
the unsurrendered Convertible  Noteholders and advise them of the partial
liquidating distribution that they would be entitled to receive upon surrender
of their Convertible Notes.  If the shares of common stock and partial 
liquidating distribution underlying the unsurrendered Convertible Notes are not
claimed, the Company expects to release the  unclaimed funds based 
upon the applicable escheat laws.  The partial liquidation distribution
payable recorded in the financial statements at December 31, 1998 and 
December 31, 1997 includes the partial liquidating distribution due to the
holders of unsurrendered Convertible Notes.


<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,  1998. 
Pursuant to the Plan of Liquidation, each of the directors is entitled to
serve until the Plan of Liquidation is fully implemented. 

<TABLE> 
<CAPTION>

Name of                   Served                Principal Occupation for
Director                  Since      Age        Last Five Years and Directorships 
<S>                       <C>        <C>    	<C> 
Jack L. Brozman<F1>       1979       48         Chairman of the Board, President and
						Chief Executive Officer of
						CenCor since June 1991.  
						Chief Executive Officer
						of Century from July 1991 to
						August 1992.  President and Chief
						Executive Officer of Concorde from
						June 1991 to April 1997 and from
						November 1998 to the present.  Chairman
						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.       
                                     	

Edward G. Bauer,  Jr.<F2>  1991       70     	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>   1991       66     	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>   1991       69     	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> 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 three meetings and acted  by
unanimous written consent on no occasions during the last  fiscal year. 
Standing committees, consisting of the Executive Compensation Committee, 
the Audit Committee and the Special 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 
considers the adequacy of CenCor's internal controls and procedures and may 
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,  1998. 

<TABLE> 
Name    	          Age       Principal Occupation for Last Five Years 
<S>                       <C>       <C>

Terri Rinne               31        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.

	Edward Bauer and Marvin Riesenbach, failed to timely file 
Form 4's with respect to transactions in shares of CenCor common stock  
during 1997.  Form 5's reflecting these transactions were 
subsequently filed, on an untimely basis, with the Securities and 
Exchange Commission.


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,  1998 for services in all capacities to
CenCor and its subsidiaries  in 1996, 1997, and 1998.



<PAGE>
<TABLE> 
<CAPTION>

                                                                     Long-Term	    All Other
                                  Annual               		     Compensation     Compensation                   
 				Compensation	        	       Awards     
                                               	       Other Annual 
Name and Principal      	Salary       Bonus     Compensation  Options/SARs               
Position            Year         ($)          ($)          ($)            # 
<S>                <C>         <C>           <C>      <C>           <C>            <C> 
Jack L. Brozman,   1998        $125,000<F1>           $21,350<F2>                   
Chairman of the  
Board and
Chief Executive 
Officer            1997        $151,000<F1>           $ 42,700<F2>                 $279,250<F3>         
		   1996        $201,900<F1> 	      $753,900<F4>            

<FN> 
<F1> Mr. Brozman also received compensation as an executive      
officer of Concorde. 
<F2> Consists of installment payments received during
1997  and 1998 with respect to payout received on 30,000 units of stock      
appreciation rights (SARs) exercised during 1997 and 1998.      
<F3> Represents payout received on the exercise of phantom stock options 
representing 25,000 shares of CenCor common stock. 
<F4> 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 excercise of phantom share options with respect to
35,000 shares of CenCor common stock. 

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.

(The remainder of this page is intentionally blank).

</FN> 
</TABLE>


<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 9, 1999.

<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<F2>                       20%
Robert F. Brozman Trust 
5800 Foxridge Drive, Ste. 500 
Mission, Kansas
66202

A. Baron Cass III                     134,392                           10%
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.

(The remainder of this page is intentionally blank.)

</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 9, 1999.

<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>                     23%

Edward G. Bauer, Jr.                    ---                           --- 

George L. Bernstein                     ---                         ---

Marvin S. Riesenbach                    9,250                         *

Directors and Officers as a Group  316,017<F2>                     23%

*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 
5,625 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

	The Company currently subleases its approximately 800 sq.  feet
office space from Concorde on a month to month basis.  The Company pays
rentof $917 per month for the space.


<PAGE>   	 	
Jack L. Brozman, who is Chairman of the Board of CenCor and  Century, is 
Chairman of the Board of Concorde.  Mr. Brozman owns 771,124 shares of 
Concorde (9% of the outstanding class).  As sole fiduciary for the 
the Robert F. Brozman Trust (he is one of the beneficiaries of the 
trust), he owns 2,485,324 shares of Concorde common stock (32% of the 
outstanding class).  Mr. Brozman also owns 240,000 shares of exercisable
Concorde options.

During 1997, the Board determined that, in addition to the regular
directors' fees paid to each member of the Board of Directors, each Director
shall receive a payment equal to $75,000 immediately prior to the final
distribution of the liquidation proceeds to the shareholders of the Company
as additional consideration for the performance of services to the Company
between 1993 and the final distribution of the liquidation proceeds to the
Company's  shareholders.  In addition, Terri Rinne, Vice President of the 
Company, will receive a bonus of $100,000 if she is still employed by the
Company on the date of Company makes its final liquidation distribution to
its shareholders.  The purpose of the additional  payments and the bonus is
to encourage these individuals to  continue in their service to the Company
through the Company's  final liquidation.

(The remainder of this page is intentionally blank.)

<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.

		Note to Consolidated Financial Statements

<PAGE>

	(ii)	Exhibits.

Exhibit Number      Description

2.1         Plan of Dissolution and Liquidation (Incorporated by            
	    reference--Exhibit 2 to the Company's Schedule 14-A             
            dated August 15, 1996)


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.)

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.

<PAGE>

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.)

10.8        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.)

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, 1998.



<PAGE> 
SIGNATURES

Pursuant to the requirements of Section 13 or 159(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this reportto 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, 1999

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, 1999  
                          	Jack L. Brozman                            
				(Chairman of the Board,                              	
				Chief Executive Officer                                
				and Director)



                              By: /s/ Terri L. Rinne        March 31, 1999  
                           	Terri L. Rinne                             
		   		(Vice President and 
				Chief Financial Officer)



<PAGE>                               
			      By: /s/ Edward G. Bauer, Jr.  March 31, 1999                      
				Edward G. Bauer, Jr.                
             			(Director)


                              By: /s/ George L. Bernstein   March 31, 1999  
                           	George L. Bernstein                         
    				(Director)


                              By: /s/ Marvin S. Riesenbach  March 31, 1999   
                           	Marvin S. Riesenbach                        
     				(Director)