10QSB

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  FORM 10-QSB
(Mark One)
[X]            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999              
                                      OR
[ ]               TRANSITION REPORT PURSUANT TO SECTION 13 OR
                 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                 

Commission file number 0-9255

                       DENCOR ENERGY COST CONTROLS, INC.              
  
       (Exact name of small business issuer as specified in its charter)
                       Colorado                            84-0658020 
 
              (State or other jurisdiction             (I.R.S. Employer
              of incorporation or organization)        Identification
No.)
                1450 West Evans, Denver, Colorado      80223     
              (Address of principal executive office)  (Zip Code)
                                 (303) 922-1888                     
             (Registrant's telephone number, including area code)

      Check whether the issuer (1) filed all reports required to be filed
by
Section 13 or 15(d) of the Exchange Act during the past 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       




                     APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's
classes
of common equity, as of the latest practicable date.  No par value per
share:
4,803,804 shares issued, at May 10, 1999.

      Transitional Small Business Disclosure Format

Yes        No   X   




































                        DENCOR ENERGY COST CONTROLS, INC.

                         PART 1 - FINANCIAL INFORMATION
Item 1.  Financial Statements
      (Condensed Balance Sheets)

           ASSETS                                    March 31      Dec.
31
                                                      1999           1998

                                                    (unaudited)
CURRENT ASSETS:
Cash                                              $  1,700       $  8,300

Accounts Receivable, net of allowance for
 doubtful accounts of $18,700                       30,800         20,000

Inventories                                        133,700        138,100

Other                                                8,600          6,100


   TOTAL CURRENT ASSETS                            174,800        172,500


Furniture & Equipment                              213,300        213,300

Less Accumulated Depreciation                     (213,300)       213,300

                                                          
Long term receivables, net of allowance for doubtful
 receivables of $11,400                             12,100         12,600

                                                  $186,900       $185,100


LIABILITIES & SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
 Notes Payable - Shareholders                      $118,300      $118,300

 Notes Payable - Other                                5,000         5,000

 Accounts Payable                                    49,000        36,500

 Accrued Compensation and Benefits                  165,500       133,700

 Accrued Interest - Shareholders                    105,700        97,900

 Warranty Reserve                                     3,200         3,200

 Other                                                  200           800


   TOTAL CURRENT LIABILITIES                        446,900       395,400


STOCKHOLDERS' DEFICIT
 Common Stock, no par value, authorized 5,000,000
 shares; issued & outstanding, 4,803,804 shares  1,175,900      1,175,900

 Deficit                                        (1,435,900)  
(1,386,200)
  Stockholders' Deficit                           (260,000)    
(210,300)
                                                $  186,900     $  185,100


                   See notes to condensed financial statements


                    DENCOR ENERGY COST CONTROLS, INC.

                        STATEMENTS OF OPERATIONS
                               (unaudited)


                                                   Three Months
                                                   Ended March 31
                                                  1999           1998 

REVENUES:
 Net Sales                                     $ 61,400     $ 116,900
 Interest and Other                               2,200         2,800
     TOTAL REVENUES                              63,600       119,700


COSTS AND EXPENSES;
 Cost of Products Sold                           38,100        53,800
 Selling                                          6,300         5,500
 General and Administrative                      37,600        34,000
 Research and Development                        23,500        18,700
 Interest                                         7,800         6,500
                                                113,300       118,500

NET EARNINGS (LOSS)                           $ (49,700)    $   1,200


NET (LOSS) PER
 COMMON SHARE:                                $   (0.01)    $       *
 * less than $0.01

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING                            4,803,804     3,671,304


               See notes to condensed financial statements











                         DENCOR ENERGY COST CONTROLS, INC.

                              STATEMENT OF CASH FLOWS
                                    (unaudited)

                                              Three Months Ended March 31
                                                      1999          1998   

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings loss                              $  (49,700)      $   1,200
  Adjustments to reconcile net loss
   to net cash provided by
   operating activities:
  Changes in operating assets and liabilities:
    Accounts and other receivables                   (10,800)        (50,100)
    Inventories                                        4,400          13,800
    Other assets                                      (2,500)        (10,700)
    Long term receivables                                500               0
    Accounts payable                                  12,500           4,000
    Accrued compensation and benefits                 31,800          19,000
    Accrued interest - shareholders                    7,800           6,600
    Other liabilities                                   (600)           (400)
      Total adjustments                               43,100         (17,800)

    Net cash provided by (used in) operating
     activities                                       (6,600)        (16,600)

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from notes payable - shareholders             0           9,000
Net cash provided by financing activities                  0           9,000
Net decrease in cash                                  (6,600)         (7,600)

CASH, beginning of year                                8,300           8,300 


CASH, end of quarter                              $    1,700      $      700 






                    See notes to condensed financial statements


                        DENCOR ENERGY COST CONTROLS, INC.

                      NOTES TO CONDENSED FINANCIAL STATEMENTS

A.   The condensed Financial Statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that
the disclosures are adequate to make the information presented not misleading.

     In the opinion of the Company, all accompanying unaudited condensed
Financial Statements contain all adjustments, which consist only of
recurring adjustments, necessary to present fairly the financial position as
of March 31, 1999, and the results of operations and cash flows for the three
months ended March 31, 1999 and 1998.

     The results of operations for the three-month periods ended March
31, 1999 and 1998, are not necessarily indicative of the results to be
expected for the full year.  It is suggested that these Condensed Financial
Statements be read in conjunction with the Financial Statements and the notes
therein included in the Company's latest annual report on Form 10-KSB.

B.  Long-Term Debt:
     As of the end of First Quarter, 1999, the Company had no long-term
debt.

C.  Common Stock:
     During the First Quarter, 1999, the Company sold no restricted stock.

Item 2.               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NET SALES
First Quarter sales of $61,400 were approximately 47% less than sales of
$116,900 for the comparable period in 1998.  The decrease is primarily a
result of a decrease in sales to dealers and utilities.    

COST AND EXPENSE
Cost of Products Sold as a percentage of net sales increased to 62% for
the first quarter of 1999 compared with 46% the same period in the prior year.
This increase in cost is primarily due to an decrease in the production
efficiency resulting from lower production volume. 

Selling expenses as a percentage of net sales for the first quarter of
1999 increased to 10% compared to 4.7% for the same period in the prior year.



                       DENCOR ENERGY COST CONTROLS, INC.

General and Administrative expenses for the first quarter 1999 as a
percentage of sales increased to 61% compared to 29% for the same period in
the prior year.

Research and Development expenses as a percentage of net sales increased
to 38% compared to 16% for the same period in the prior year.  The increase is
due to an increase in new product development.  

EARNINGS
The loss for the first quarter was $49,700 compared to a net earnings of
$1,200 for the same period in the prior year.  The decrease in net earnings was
due to the decrease in sales and an increase in research and development
expenses for new product development.

YEAR 2000
The Company is taking action to make its accounting system year 2000
compliant by June 30, 1999.  The Company has determined its products are year
2000 compliant and that there are no year 2000 issues in its production
processes.  The costs incurred by the Company in determing its Year 2000
compliance have been minimal. The Company is surveying its vendors for year
2000 compliance. As part of its contingency plan in the event of supply
interruptions caused by lack of Year 2000 compliance by suppliers, the
Company has identified several potential suppliers for each part purchased by
the Company.  The Company will be dependent on the power, communication,
transportation and water infrastructures.

LIQUIDITY
The Independent Auditors' Report on Dencor Energy Cost Controls, Inc.
Financial Statements for the year ended December 31, 1998 included a "going
concern" explanatory paragraph which means that the Auditors have expressed
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regards to the factors which prompted the explanatory
paragraph are discussed in Note 2 to the Company's December 31, 1998 Financial
Statements.

The Company's current ratio is .39 at the Quarter ended March 31, 1999.
Management believes the acid ratio (cash and accounts receivable divided
by current liabilities) of 0.07 is below the limits of reasonable liquidity.
If working capital beyond that provided by cash flow is needed, additional
debt financing will be sought.  If traditional debt financing is not
available, the Company will attempt to raise working capital by private
borrowing including stockholder loans although no assurances can be given
that financing will be available.


                            PART II - OTHER INFORMATION

Items 1 through 5 would appear to require no answers according to the
instructions.

Item 6. Exhibits and Reports On Form 8-K

     (a)  The following Exhibit is filed as part of this Quarterly Report
on Form 10-QSB:
           27.  Financial Data Schedule.

     (b)  During the quarter ended March 31, 1999,  the Registrant did
not file any reports on Form 8-K.



                                     SIGNATURE

Pursuant to the requirements 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.



                       DENCOR ENERGY COST CONTROLS, INC.
                       Registrant

                       By:   Maynard L. Moe                       
   
                             President and Principal Accounting Officer

                       Date: May 13, 1999                         

EX-27

 

       
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM
10-KSB
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                           8,300
<SECURITIES>                                         0
<RECEIVABLES>                                   32,600
<ALLOWANCES>                                    30,100
<INVENTORY>                                    138,100
<CURRENT-ASSETS>                               172,500
<PP&E>                                         213,300
<DEPRECIATION>                                 213,300
<TOTAL-ASSETS>                                 185,100
<CURRENT-LIABILITIES>                          395,400
<BONDS>                                              0
<COMMON>                                     1,175,900
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                   185,100
<SALES>                                        318,200
<TOTAL-REVENUES>                               326,600
<CGS>                                          179,900
<TOTAL-COSTS>                                  479,700
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                16,100
<INTEREST-EXPENSE>                              25,800
<INCOME-PRETAX>                               (153,100)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (153,100)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0