8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM 8-K


Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934


	Date of report (Date of earliest event reported)      
	May 18, 1999                   

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

	Delaware	
	(State or Other Jurisdiction of Incorporation)

   	0-3417              		43-5914033	
 	(Commission File Number)       	(I.R.S. Employer 
					Identification No.)

	5800 Foxridge Drive
	Mission, Kansas  66202	
	(Address of Principal Executive Offices)    (Zip Code)

	(913) 831-6334	
	(Registrant's Telephone Number, Including Area Code)


Item 5	Other Events

	On May 18, 1999, CenCor, Inc. ("the Company") announced 
a second partial liquidating distribution of $4.25 per share 
to its common stockholders.  The distribution will be paid on 
June 7, 1999, to common stockholders of record as of May 31, 
1999.  

	The Company is a dissolved Delaware corporation in the 
process of liquidation.  The Company previously released a 
partial liquidating distribution in the amount of $5.35 per 
share on March 9, 1998.  The Company expects to make a 
further distribution on or about October 1, 1999.  

Item 7  Financial Statements and Exhibits.

	(c)  The following exhibit is filed as part of this 
current report on Form 8-K.

	Exhibit Number		Description

	99			Press Release dated May 18, 
				1999 announcing partial 
				liquidating distribution.


			   SIGNATURES

	Pursuant to the requirements of the Securities Exchange 
Act of 1934, the registrant has duly caused this report as 
amended to be signed on its behalf by the undersigned hereunto 
duly authorized.



				    CenCor, Inc.	
				    (Registrant)


Date    May 19, 1999        	    By  /s/ Jack L. Brozman	
				    (Signature)
				    Jack L. Brozman, President

EX-99

							Exhibit 99
FOR IMMEDIATE RELEASE

Contact:	Jack L. Brozman
		CenCor, Inc.
		5800 Foxridge Drive, Suite 500
		Mission, Kansas 66202
		(913) 831-6334

CENCOR ANNOUNCES PARTIAL LIQUIDATING DISTRIBUTION

Mission, Kansas, May 18, 1999. . . CenCor, Inc. ("the 
Company") announced a second partial liquidating 
distribution of $4.25 per share to its common stockholders.  
The distribution will be paid on June 7, 1999 to common 
stockholders of record as of May 21, 1999.

The Company is a dissolved Delaware corporation in the 
process of liquidation.  The Company previously released a 
partial liquidating distribution in the amount of $5.35 per 
share on March 9, 1998.  The Company expects to make a 
further distribution on or about October 1, 1999.

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 the Company.  The Company was required to respond to or 
reject any filed claims by May 4, 1999.  The Company did not 
receive or accept any claims that materially effected its 
stated liquidation value.  If the Company determines that it 
is necessary to establish a reserve for potential claimants 
who were exempt from the necessity to file a claim under 
Section 280 of DGCL, the Company would then make (subject to 
cost and expense considerations) a 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, the Company is not able to estimate a reserve 
amount, if any.

After the $4.25 per share common stock partial liquidating 
distribution and based upon the March 31, 1999 per share 
estimated liquidation value, each outstanding share of common 
stock of the Company will have a remaining projected 
liquidation value of $3.30 per share.  The Company will be 
required to pay or provide for all timely asserted 
liabilities and any post-liquidation costs prior to any final 
distribution on its outstanding common stock.  The Company 
believes that it has adequate reserves for all of its 
material known contingent liabilities.

The Company also released the value of its net assets in 
liquidation as of March 31, 1999.  The Company's net assets 
in liquidation increased $2,000 for the three months ending 
March 31, 1999 from $10,191,000 at December 31, 1998 to 
$10,193,000 at March 31, 1999.



The Company's income from liquidating activities for the three 
months ended March 31, 1999 was $115,000 in interest income from 
its investments in short-term government and government-agency 
investments and a $35,000 income tax benefit from a federal 
income tax refund.  The Company's expenses from liquidating 
activities for the three months ended March 31, 1999 of $149,000 
consisted primarily of salaries, professional fees, and other 
liquidating costs.





Net Assets in Liquidation:




				March 31, 1999		December 31, 1998
                                			
Cash and cash equivalents       $10,626,000		$ 9,833,000
Other assets			     71,000		    86,000
Total assets			 10,697,000		 10,693,000

Accounts payable and accrued 
  liabilities			    452,000		    445,000
Partial liquidating 
  distribution payable		     52,000		     57,000
Total liabilities		    504,000		    502,000

Net assets in liquidation	 10,193,000		 10,191,000

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

Net assets in liquidation 
  per share			      $7.55		      $7.55





Change in Net Assets in Liquidation:

				3 months ended		3 months ended
				March 31, 1999 		March 31, 1998
							
Income from liquidating 
  activities:

Investment income		$115,000		$202,000
Other income			  35,000		     -0-
				 151,000		 202,000

Expenses from liquidating 
  activities:

Salaries and related 
  benefits			  51,000		  51,000

Professional fees		  37,000	 	  30,000
Other expenses			  61,000		  48,000
				 149,000		 129,000

Increase in net assets in 
liquidation			  $2,000		 $73,000