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, 1997            

                                        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:
 3,671,304 shares issued, at May 1, 1997.

       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
                                                     1997              1996  
                                                  (unaudited)
CURRENT ASSETS:
Cash                                              $   7,500         $  1,600 
Accounts Receivable, net of allowance for 
 doubtful accounts of $8,500                         55,400           58,500 
Inventories                                         132,200          143,600 
Prepaids and Other                                   17,300            8,300 

   TOTAL CURRENT ASSETS                             212,400          212,000 

Furniture & Equipment                               213,300          213,300 
Less Accumulated Depreciation                      (212,300)        (211,300)
                                                      1,000            2,000 

Other Receivables, net of allowance for
 doubtful receivables of $2,300                       3,300            3,400 

                                                   $216,700         $217,400 

LIABILITIES & SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
 Notes Payable - Shareholders                      $ 93,400         $ 93,400 
 Accounts Payable                                    42,400           33,300 
 Accrued Compensation and Benefits                   25,300           30,600 
 Accrued Interest - Shareholders                     56,500           53,600 
 Deposits                                             4,200            9,900 
 Warranty Reserve                                     6,300            6,300 
 Other                                                1,400            1,600 

   TOTAL CURRENT LIABILITIES                        229,500          228,700 

STOCKHOLDERS' EQUITY
 Common Stock, no par value, authorized 5,000,000
 shares; issued & outstanding, 3,671,304 shares   1,147,600        1,147,600 
 Deficit                                         (1,160,400)      (1,158,900)
  Stockholders' Equity                              (12,800)         (11,300)
                                                 $  216,700       $  217,400 

                  See notes to condensed financial statements

                     DENCOR ENERGY COST CONTROLS, INC.

                         STATEMENTS OF OPERATIONS
                                (unaudited)


                                                          Three Months
                                                         Ended March 31
                                                     1997              1996

REVENUES:
 Net Sales                                          $ 113,100      $ 103,700
 Interest and Other                                     1,800          1,900
     TOTAL REVENUES                                   114,900        105,600


COSTS AND EXPENSES;
 Cost of Products Sold                                 54,600         58,800
 Selling                                                6,100          4,400
 General and Administrative                            33,100         30,800
 Research and Development                              17,900         18,900
 Interest                                               4,700          4,400
                                                      116,400        117,300

NET LOSS                                             $ (1,500)     $ (11,700)


NET LOSS PER
 COMMON SHARE:                                       $      *       $      * 


WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING                                   3,671,304      3,671,304


*Less than ($.01) per share.












                     See notes to condensed financial statements

                           DENCOR ENERGY COST CONTROLS, INC.

                                STATEMENT OF CASH FLOWS
                                      (unaudited)

                                                 Three Months Ended March 31
                                                   1997                1996     

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                         $ (1,500)      $ (11,700)
  Adjustments to reconcile net loss
   to net cash provided by
   operating activities:
    Depreciation                                      1,000           1,000 
   Changes in operating assets and liabilities:
    Accounts and other receivables                    3,200          14,900 
    Inventories                                      11,400           2,600 
    Other assets                                     (9,000)         (6,200)
    Accounts payable                                  9,100             600 
    Accrued compensation and benefits                (5,300)         (5,000)
    Accrued interest - shareholders                   2,900           4,400 
    Deposits                                         (5,700)                
    Other liabilities                                  (200)           (300)
      Total adjustments                               7,400          12,000 

     Net cash provided by (used in) operating         5,900             300 
      activies





CASH, beginning of year                                1,600           3,800 


CASH, end of quarter                              $    7,500      $    4,100 










                      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,
1997, and the results of operations and cash flows for the three months ended
March 31, 1997 and 1996.

      The results of operations for the three-month periods ended March 31, 1997
and 1996, 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, 1997, the Company had no long-term debt.

C.  Common Stock:

      During the First Quarter, 1997, 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 $113,100 were approximately 9% greater than the $103,700
for the comparable period in 1996.  The increase is primarily a result of a
increase in sales to dealers.    

COST AND EXPENSE

Cost of Products Sold as a percentage of net sales decreased 8.4% for the first
quarter of 1997 compared with the same period in the prior year.  This increase
in gross margin is primarily due to a increase in the percentage of sales to
dealers.  Dealer sales have a greater margin than utility sales.

Selling expenses as a percentage of net sales for the first quarter of 1997
increased 1.2% compared to the prior year.  The increase was primarily due to
increased travel expense.

General and Administrative expenses for the first quarter 1997 were essentially
the same as for the same period in the prior year.


                           DENCOR ENERGY COST CONTROLS, INC.

Research and Development expenses as a percentage of net sales decreased
slightly from the same quarter in the prior year.  

EARNINGS

The net loss for the first quarter was $1,500 compared to a net loss of
$11,700 for the same period in the prior year.  The decrease in net loss was
primarily due to the decrease in cost of goods sold as a percentage of sales.

LIQUIDITY

The Independent Auditor's Report on Dencor Energy Cost Controls, Inc. Financial
Statements for the year ended December 31, 1996 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, 1996 Financial Statements.

The Company's current ratio is 0.91 at the Quarter ended March 31, 1997.
Management believes the acid ratio (cash and accounts receivable divided by
current liabilities) of 0.26 is within the limits of reasonable liquidity.

                              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-Q:   27.  Financial Data Schedule.

   (b)  During the quarter ended March 31, 1997, 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 8, 1997