EX-2.1

        	PLAN OF DISSOLUTION AND LIQUIDATION OF CENCOR, INC.


	This PLAN OF DISSOLUTION AND LIQUIDATION (the "Plan") is for 
the purpose of effecting (i) the complete voluntary dissolution of 
CenCor, Inc., a Delaware corporation (the "Corporation"), in 
accordance with the applicable provisions of the Delaware General 
Corporation Law, as amended (the "DGCL") and (ii) the liquidation 
of the Corporation's assets pursuant to Section 331 of the 
Internal Revenue code of 1986, as amended (the "Code"), in 
substantially the following manner:

	1.	Authorization and Approval of the Plan.  This Plan 
shall be submitted to the stockholders (the "Stockholders") of the 
Corporation, in accordance with the requirements of Section 275 of 
the DGCL, for authorization and approval at an annual meeting (the 
"Annual Meeting") of the Stockholders.  This Plan shall be 
considered authorized and approved by the Corporation and shall 
become effective when the holders of a majority of the outstanding 
shares of common stock, par value $1.00 per share (the "Common 
Stock"), of the Corporation authorize and approve the dissolution 
and liquidation of the Corporation in accordance with the Plan and 
the requirements of Section 275(b) of the DGCL.

	2.	Filings.  After the Stockholders have authorized and 
approved this Plan, the officers and directors of the Corporation 
are authorized to take all steps necessary or appropriate to (i) 
dissolve the Corporation in accordance with the applicable 
provisions of the DGCL, including, but not limited to, the prompt 
execution and filing of a Certificate of Dissolution with the 
Secretary of State of the state of Delaware, (ii) wind up the 
Corporation's affairs and (iii) liquidate the Corporation's assets 
in accordance with the applicable provisions of the Code, 
including, but not limited to, the execution and filing of any tax 
returns, certificates, documents and information returns required 
to be filed with the Internal Revenue Service, and any other 
appropriate authority due to the dissolution of the Corporation 
and the liquidation of its assets.


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	3.	Effective Date.  The Effective Date shall be October 1, 
1996.

	4.	Payment and Distribution to Claimants.  Commencing on 
the Effective Date the officers and directors of the Corporation, 
in the discretion of the board of directors of the Corporation 
then in office (the "Board"), shall (i) pay or make reasonable 
provision to pay all claims and obligations of the Corporation as 
they become due, including the Corporation's notes due July 1, 
1999 and all contingent, conditional, or unmatured contractual 
claims known to the Corporation, and (ii) make such provision as 
will be reasonably likely to be sufficient to provide compensation 
for claims that have not been made known to the Corporation, are 
likely to arise or to become known to the Corporation prior to the 
expiration of the applicable statutes of limitation.  All claims 
of the Corporation shall be paid in full and any such provision 
for payment made shall be made in full if there are sufficient 
funds pursuant to the requirements of Section 4(i) and (ii) of 
this Plan.  If there are insufficient funds, such claims and 
obligations of the Corporation shall be paid or provided for 
according to their priority and, among claims of equal priority, 
ratably to the extent of funds legally available therefor.

	5.	Distribution to Stockholders.  Upon the satisfactory 
completion of the requirements of Sections 4(i) and (ii) of this 
Plan, the officers and directors of the Corporation shall 
distribute in one or a series of distributions, at any time or 
from time to time, and in any manner that the Board, in its 
discretion, may determine, all funds resulting from the Corpora-
tion's liquidation of its assets on a pro rata basis in accordance 
with the respective interests of the Stockholders in the 
Corporation.  The respective interests of the Stockholders shall 
be fixed on the basis of the ownership of their outstanding shares 
of Common Stock of the Corporation on a record date to be 
determined by the Board.



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	6.	Cessation of Business.  Promptly after the Effective 
Date, the Corporation shall withdraw from all jurisdictions in 
which the Corporation is qualified to do business and shall not 
engage in any business activities, other than to wind up the 
Corporation's business and affairs under the applicable provisions 
of the DGCL and in accordance with this Plan.  The Board and, at 
the pleasure of the Board, the officers, shall continue in office 
for that purpose and shall receive such compensation for their 
services as the Board shall determine.

	7.	Authority of Officers and Directors.  The officers and 
directors of the Corporation shall have the authority to carry out 
and implement the provisions of this Plan, including, but not 
limited to, the authority to:

		(i)	sell, exchange, lease or otherwise dispose of any 
assets, other than cash, of the Corporation to any person or 
persons to the extent such transaction can be accomplished 
for consideration and upon terms and conditions deemed by the 
Board to be in the best interests of the Corporation and the 
Stockholders;

		(ii)	do, on behalf of the Corporation, all acts 
required to be done by the Corporation under this Plan or the 
applicable provisions of the DGCL and the Code;

		(iii)	provide for one or more liquidating trustees or 
receivers for the benefit of the Corporation's creditors and 
stockholders, including but not limited to trustees under a 
liquidating trust agreement and transferring to them (A) any 
assets the retention of which may be advisable to meet claims 
or expenses, and (B) any assets held on behalf of 
Stockholders who cannot be located; and

		(iv)	adopt all resolutions, execute all documents, file 
all papers and take all other actions deemed necessary or 
appropriate to effect the dissolution of the Corporation and 
the complete liquidation of its business, assets and affairs; 
it being understood that nothing contained in this Section 7 
shall be construed to permit the officers or directors of the 
Corporation to take any action which is inconsistent with the 
requirements of the DGCL or with Sections 332 or 337 of the 
Code.
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	8.	Authority of the Board.  Pursuant to the authority 
granted to the Board by Section 275(e) of the DGCL, notwith-
standing the authorization or consent of the Stockholders to the 
Plan (or the authorization and approval of the Plan by 
Stockholders), the Board may abandon this Plan and the proposed 
dissolution of the Corporation at any time without further action 
by the Stockholders.

	9.	Completion of Dissolution and Liquidation.  It is 
intended that the implementation of this Plan be completed within 
three (3) years of the Effective Date.