DENCOR ENERGY COST CONTROLS, INC.

                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                         TO BE HELD ON JUNE 11, 1998



TO THE SHAREHOLDERS OF DENCOR ENERGY COST CONTROLS, INC:


Notice is hereby given that the Annual Meeting of Shareholders of Dencor
Energy Cost Controls, Inc. (the "Company") will be held at the Corporate
Offices, 1450 West Evans Avenue, Denver, Colorado  80223, on June 11, 1998 at
4:00 o'clock p.m., local time, for the following purposes:

1.  To elect a Board of three Directors;

2.  To ratify the Board of Directors' selection of Gelfond Hochstadt Pangburn
    & Company, Certified Public Accountants, as the Company's independent
    auditors for the fiscal year ending December 31, 1998; and

3.  To transact such other business as may properly come before the meeting.

Shareholders of record at the close of business on May 1, 1998 shall be
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.  A complete list of the shareholders entitled to vote at the Annual
Meeting, showing the address of each shareholder and the number of shares
registered in the name of each, as of the record date, shall be open to
examination during ordinary business hours at the Company's offices, 1450
West Evans, Denver, Colorado 80223.  The above list will also be available
at the Annual Meeting.

I invite you to attend.  In any event, you are encouraged to sign, date, and
promptly return the proxy card.  The giving of a proxy will not prevent
voting in person if you attend the Annual Meeting.

Please read the attached Proxy Statement.

                                     BY ORDER OF THE BOARD OF DIRECTORS,
                                     Maynard L. Moe
                                     President

Denver, Colorado
May 1, 1998

                       DENCOR ENERGY COST CONTROLS, INC.
                               1450 West Evans
                           Denver, Colorado  80223

                               PROXY STATEMENT
                     SOLICITATION BY BOARD OF DIRECTORS

The enclosed proxy is solicited by the Board of Directors of Dencor Energy Cost
Controls, Inc. (the "Company") for use at the Annual Meeting of Shareholders
of the Company to be held at the Corporate Offices, 1450 West Evans Avenue,
Denver, Colorado 80223, on June 11, 1998 at 4:00 o'clock p.m., local time, or
any adjournment thereof (the "Annual Meeting").  The Company anticipates that
the proxy statement and the accompanying form of the proxy will be first mailed
or given to shareholders on May 5, 1998.

The cost of preparing, assembling and mailing the notice, proxy statement and
proxy and miscellaneous costs with respect to the same will be paid by the
Company.  The Company intends to request banks, brokerage houses and other
custodians, nominees and fiduciaries to forward copies of the proxy material
to those persons for whom they hold such shares and to request authority for
the execution of proxies.  The Company will reimburse them for the reasonable
out-of-pocket expenses incurred by them in so doing.

                            REVOCABILITY OF PROXY

The proxy may be revoked by the person giving it at any time prior to June 11,
1998, by giving written notice thereof to the Company or at any time before it
has been exercised by appearing at the Annual Meeting and giving oral notice
of revocation.

Unless instructed to the contrary in a proxy, the proxy will be voted for each
of the persons nominated by management and named below in the election of the
Company's Board of Directors, for ratification of the selection of Gelfond
Hochstadt Pangburn & Company, Certified Public Accountants, to be the Company's
independent auditors, and in the discretion of the proxy holder with respect
to any other matters that may properly come before the Annual Meeting.  The
persons named in the proxy will exercise their best judgment with respect to
the other matters.  The Board of Directors knows of no other matters to come
before the Annual Meeting at this time.

                     SHARES OUTSTANDING AND VOTING RIGHTS

Shareholders of record at the close of business on May 1, 1998 (the "Record
Date") will be entitled to vote at the Annual Meeting.  Holders of a majority
of outstanding shares on the Record Date of the Company's common stock
represented in person or by proxy constitute a quorum.  The holders of these
shares are entitled to one vote per share.  In the election of Directors,
however, cumulative voting is permitted.  A shareholder is entitled to cast
that number of votes equal to the number of his shares multiplied by the number
of Directors to be elected.  He may cast those votes for a single nominee or
distribute them among the nominees as he may determine.  There are no
conditions precedent to the exercise of the right to cumulate votes.
Discretionary authority to cumulate votes is not solicited as part of this
proxy solicitation.

As of the Record Date, there were 3,671,304 shares of common stock issued,
outstanding, and entitled to vote.  For details concerning the shares of the
Company held by the Directors, officers, and certain shareholders, see "Stock
Ownership of Officers, Directors, and Principal Shareholders".

                                ANNUAL REPORT
The Company's Annual Report, including Form 10-KSB with financial statements
for the year ended December 31, 1997, is being mailed with this Proxy Statement.

                             ELECTION OF DIRECTORS

At the Annual Meeting, the shareholders will elect a Board of Directors of
three persons to serve until the next annual meeting of shareholders or until
the election and qualification of their respective successors.  Unless
authority is withheld, proxies shall be voted for the election of the following
persons as Directors, provided that if any of such nominees shall be
unavailable to serve for any reason not now known to the Board of Directors,
the proxies will be voted for the election of a substitute nominee designated
by the Board of Directors.  It is not anticipated that any nominee will be
unable or unwilling to accept nomination or election.  All of the nominees have
consented to serve as Directors until the next annual meeting, if elected.  A
majority of the votes cast at the Annual Meeting by shareholders entitled to
vote thereon will be required for the election to the Board of Directors.

                                  NOMINEES

          MAYNARD L. MOE, AGE 63, CHAIRMAN OF THE BOARD OF DIRECTORS
                         AND PRESIDENT SINCE 1974

Dr. Moe, a founder of the Company, has served as Chairman of the Board of
Directors and President since 1974.  He has spent full-time in the management
of the Company.

                THEODORE A. HEDMAN, AGE 59, DIRECTOR SINCE 1988
                           SECRETARY SINCE 1988

Mr. Hedman has been Manager of Engineering for Dencor since 1979.

                  EDMUND BARBOUR, AGE 74, DIRECTOR SINCE 1997
                             TREASURER SINCE 1997

Since 1997 Mr. Barbour has been an economics consultant. 

No Director is a director of any other public company.  There are no family
relationships among Directors of the Company, and no arrangements or
understandings pursuant to which any of them are to be elected as Directors.

During the fiscal year ended December 31, 1997, the Company had three (3)
Directors' Meetings.  Each of the directors attended all meetings.  There
are no audit, compensation, or nominating committees of the Board of Directors.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's directors, executive officers and holders of more
than 10 percent of the Company's common stock to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company.  The
Company believes that during the fiscal year ended December 31, 1997, its
officers, directors, and holders of more than 10 percent of the Company's
common stock complied with all Section 16(a) filing requirements.

                        STOCK OWNERSHIP OF OFFICERS,
                   DIRECTORS, AND PRINCIPAL SHAREHOLDERS

The following table sets forth the number of shares of the Company's Common
Stock owned of record or beneficially, or both, as of May 1, 1998, by each
person who owns of record, or is known by the Company to have owned,
individually or with his associates or beneficially, more than five percent of
such shares then outstanding, and the number of shares owned beneficially on
that date by each Director and Nominee for Director, by each Executive Officer
named in The Summary Compensation Table below, and by Officers and Directors
of the Company as a group.  Information as to the beneficial ownership is based
upon statements furnished to the Company by such persons.

                                                                     Percent
                  Name & Address of       Amount and Nature of         of
Title of Class    Beneficial Owners       Beneficial Ownership      Class (w)

Common Stock      Maynard L. Moe (u,v)        703,650 (x)             19.2
                  2309 South Jackson
                  Denver, CO  80210

                  Theodore A. Hedman (u,v)    148,300 (y)              4.0
                  5445 South Camargo Road
                  Littleton, CO  80123

                  Edmund Barbour (u,v)         40,000                  1.1
                  2765 S. Golden Way
                  Denver, CO  80227

                  Executive Officers          891,950                 29.2
                  and Directors as a
                  group


(u)     These persons are currently Directors of the Company.
(v)     These persons are Executive Officers of the Company.
(w)     On May 1, 1998, there were 3,671,304 shares of common stock issued
        and outstanding.
(x)     Includes 159,650 shares owned of record by Carol M. Moe, wife of
        Maynard L. Moe.
(y)     Includes 35,800 shares owned of record by Charlotte Hedman, wife of
        Theodore A. Hedman.


               COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth in summary form the compensation received
during each of the Company's last three completed fiscal years by the Chief
Executive Officer and President of the Company.  No executive officer of the
company, including the Chief Executive Officer and President, received total
salary and bonus exceeding $100,000 during any of the last three fiscal years.

                       Summary Compensation Table

                        Annual Compensation     Long Term Compensation
                                                                           All
                                     Other     Restricted                 Other
Name and                             Annual      Stock            LTIP 
Compen-
Principal    Fiscal Salary  Bonus Compensation   Awards Options Payouts  sation
Position      Year   ($)     ($)      ($)                   #      ($)     (4)
                     (1)     (2)      (3)          (4)     (5)     (6)     (7) 

Maynard Moe   1997  $68,600  -0-      -0-          -0-     -0-     -0-     -0-
Chief Execu-
tive Officer, 1996   54,672  -0-      -0-          -0-     -0-     -0-     -0-
President and
a Director    1995   67,000  -0-      -0-          -0-     -0-     -0-     -0-

(1) The dollar value of base salary (cash and non-cash) received.

(2) The dollar value of bonus (cash and non-cash) received.

(3) During the periods covered by the Summary Compensation Table, the Company
    did not pay any other annual compensation not properly categorized as
salary
    or bonus, including perquisites and other personal benefits, securities or
    property.

(4) During the periods covered by the Summary Compensation Table, the Company
    did not make any award of restricted stock.

(5) The Company has had no stock option plans.

(6) The Company has a Restricted Stock Bonus Plan, the purpose of which is to
    attract and retain qualified personnel for responsible positions.  The
    Company has remaining 196,000 shares of the Company's authorized but
    unissued common stock as of December 31, 1997, to be awarded as stock
    bonuses to employees, not including Dr. Moe.  Stock bonuses may be awarded,
    as an incentive to contribute to the success of the Company, at the
    discretion of a stock bonus committee, consisting of not less than two
    directors, from a list of recommendations submitted periodically by the
    President.  The plan may be amended, modified, suspended or withdrawn at
any
    time by the Board of Directors.  There were no shares awarded during the
    periods covered by the Summary Compensation Table.

(7) No other compensation

    Employment Contracts

Compensation pursuant to plans.  Dr. Moe, for the year 1998, will receive an
annual salary of $69,700 payable in substantially equal monthly installments.
Dr. Moe will also receive additional compensation equal to two percent of the
Company's first $100,000 pre-tax net profits, plus four percent of pre-tax
profits from $100,000 to $200,000 plus six percent of the pre-tax profits in
excess of $200,000.

    Compensation of Directors

The Company pays its non-employee director $100 per Directors' Meeting
attended.  It is anticipated that no more than twelve meetings will occur each
year.  The Company has no other compensation arrangements with Directors.

                          BOARD OF DIRECTOR'S PROPOSAL
              RATIFICATION OF REAPPOINTMENT OF INDEPENDENT AUDITORS

The following resolution will be offered by the Board of Directors at the
meeting:

   "RESOLVED, that the selection by the Board of Directors of Gelfond Hochstadt
    Pangburn & Company, Certified Public Accountants, to audit the accounts of
    the Company for the year ended December 31, 1998, is hereby ratified".

Gelfond Hochstadt Pangburn & Company will serve as the Company's independent
auditors for the year ended December 31, 1998.  Neither Gelfond Hochstadt
Pangburn & Company, nor any member of its staff, has any financial interest in
or any connection (other than as independent auditors)  with the Company.  The
services performed by Gelfond Hochstadt Pangburn & Company during the last
fiscal year were limited to the preparation of the audit and related matters.

There were no non-audit services performed by the auditors during the fiscal
year ended December 31, 1997.

There is no legal requirement for submitting this proposal to the shareholders;
however, it is submitted by the Board of Directors in order to give the
shareholders an opportunity to express their views on the Company's auditors.
Whether the proposal is approved or defeated, the Board may reconsider its
selection of Gelfond Hochstadt Pangburn & Company.

If the resolution is not approved by the shareholders, the Board of Directors
will reconsider its selection of Gelfond Hochstadt Pangburn & Company and
consider retaining another firm of auditors.

It is not anticipated that any representative of Gelfond Hochstadt Pangburn &
Company will attend the Annual Meeting.

The Board recommends that the shareholders vote in favor of ratifying the
selection of Gelfond Hochstadt Pangburn & Company as the Company's auditors for
the fiscal year ending December 31, 1998 or until the Board of Directors, in
its discretion, replaces them.  An affirmative vote of the majority of shares
represented at the meeting is necessary to ratify the selection of auditors.

                       PROPOSAL OF SECURITY HOLDERS FOR
                    COMPANY'S ANNUAL MEETING JUNE 10, 1999

All proposals of security holders intended to be presented at the Company's
next Annual Meeting tentatively scheduled for June 10, 1999, must be received
by the Company on or before January 9, 1999, unless the date of the annual
meeting is subsequently changed by more than 30 days, in order to be included
in the proxy
statement which the Company will prepare and distribute in connection with that
meeting.

               CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the Company's last fiscal year, there were no transactions between the
Company and any Director, Executive Officer, Nominee for Director or 5 percent
shareholder or any of their respective families, and none are currently
proposed, in which the amount involved exceeded $60,000.

                             VOTING PROCEDURES

Votes at the Annual Meeting of Shareholders are counted by the Inspector of
Election appointed by the Chairman of the meeting.  If a quorum is present, an
affirmative vote of a majority of the votes entitled to be cast by those
present in person or by proxy is required for the approval of items submitted
to shareholders for their consideration unless a different number of votes is
required by statute or the Company's Article of Incorporation.  Abstentions by
those present at the meeting are tabulated separately from affirmative and
negative votes and do not constitute affirmative votes.  If a shareholder
returns his or her proxy card and withholds authority to vote for any or all
of the nominees, the votes represented by the proxy card will be deemed to be
present at the meeting for the purposes of determining the presence of a quorum
but will not be counted as affirmative votes.  Shares in the name of brokers
that are not voted are treated as not present.

The above Notice and Proxy Statement are sent by order of the Board of
Directors.

                                           MAYNARD L. MOE           
                                           President
Denver, Colorado
May 1, 1998