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 June 30, 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 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 outstanding at July 31, 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                              June 30          Dec. 31
                                                    1997              1996   
                                                 (unaudited)
CURRENT ASSETS:
Cash                                             $    2,400         $   1,600 
Accounts Receivable,net of allowance for doubtful                              
accounts of $8,500                                  108,600            58,500 
Inventories                                         128,300           143,600 
Prepaids and Other                                   13,000             8,300 

   TOTAL CURRENT ASSETS                             252,300           212,000 

Furniture & Equipment                               213,300           213,300 
Less Accumulated Depreciation                      (213,300)         (211,300)
                                                        0               2,000 

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

                                                   $255,600          $217,400 

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Notes Payable - Shareholders                      $ 116,400         $ 93,400 
 Accounts Payable                                     45,300           33,300 
 Accrued Compensation and Benefits                    24,400           30,600 
 Accrued Interest - Shareholders                      61,500           53,600 
 Deposits                                                0              9,900 
 Warranty Reserve                                      6,300            6,300 
 Other                                                 1,200            1,600 

   TOTAL CURRENT LIABILITIES                         255,100          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                                          (1,146,600)      (1,158,900)
  Stockholders' Equity                                   500          (11,300) 
                                                  $  256,100       $  217,400 

                    See notes to condensed financial statements
                         DENCOR ENERGY COST CONTROLS, INC.

                              STATEMENTS OF OPERATIONS
                                     (unaudited)

                                    Three Months            Six Months
                                    Ended June 30           Ended June 30
                                 1997           1996     1997         1996

REVENUES:
 Net Sales                    $  154,600   $  96,200    $ 267,700   $ 199,900
 Interest and Other                1,700       2,000        3,500       3,900
     TOTAL REVENUES              156,300      98,200      271,200     203,800

COSTS AND EXPENSES;
 Cost of Products Sold            75,300      52,300      129,900     111,100
 Selling                           4,700       4,800       10,800       9,200
 General and Administrative       36,600      25,200       69,700      56,000
 Research and Development         21,400      15,900       39,300      34,800
 Provision for doubtful accounts
  receivable                                                                
 Interest                          5,000       4,800        9,700       9,200
                                 143,000     103,000      259,400     220,300

NET EARNINGS (LOSS)            $  13,300    $ (4,800)   $  11,800    $(16,500)

NET EARNINGS (LOSS) PER
 COMMON SHARE:

 Net Earnings (loss)           $   .0036    $ (.0014)    $   .0032   $ (.0045)

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















                    See notes to condensed financial statements

                         DENCOR ENERGY COST CONTROLS, INC.

                              STATEMENT OF CASH FLOWS
                                     (unaudited)

                                                    Six Months Ended June 30  
                                                       1997           1996      

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings (loss)                                $ 11,800      $(16,500)
  Adjustments to reconcile net earnings
   to net cash provided by
   operating activities:
    Depreciation                                        2,000         2,000 
 Changes in operating assets and liabilities:
    Accounts and other receivables                    (50,000)        9,100 
    Inventories                                        15,300         5,200 
    Other assets                                       (4,700)       (8,600)
    Notes payable                                      23,000             0 
    Accounts payable                                   12,000         5,200 
    Accrued compensation and benefits                  (6,200)       (2,200)
    Accrued interest - shareholders                     7,900         9,000 
    Deposits                                           (9,900)            0 
    Other liabilities                                    (400)       (3,000)
     Total adjustments                                 11,000        16,700 

 Net cash provided by operating activities                800           200 




CASH beginning of year                                   1,600         3,800 


CASH end of quarter                                   $  2,400       $ 4,000 













                    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 June 30,
1997, and the results of operations and cash flows for the six months ended
June 30, 1997 and 1996.

    The results of operations for the six-month period ended June 30, 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 Second Quarter, 1997, the Company had no long-term debt.

C.  Common Stock:

    During the Second Quarter, 1997, the Company sold no restricted stock.

D.  Letter of Intent:

    In May 1997, the Company entered into a letter of intent to merge with
    Proven Alternatives, Inc. (PAI).  PAI is an integrated energy and process
    management firm.  It provides process knowledge, energy management
    capabilities, energy efficiency technologies and capital capabilities to
    solve business problems relating to energy usage.  Under the letter of
    intent, PAI will become a wholly-owned subsidiary of the Company.  Subject
    to certain provisions, each issued and outstanding share of PAI common
    stock will be converted into 1.5 shares of the Company's common stock.
    The shares of the Company's common stock issued to stockholders of PAI
    will comprise approximately 92% of the total number of shares of the
    Company's common stock issued and outstanding after the merger
    (approximately 93% on a fully diluted basis assuming the exercise of all
    outstanding PAI stock options).  The merger is subject to shareholder
    approval of both companies and certain other conditions.  Although there
    is no assurance that the merger will occur, the Company believes that the
    transaction will be completed during the third or fourth quarter of 1997.






Item 2.               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS


NET SALES

Second Quarter sales of $154,600 were approximately 61% greater than the $96,200
for the comparable period in 1996.  The increase is primarily a result of a
increase in sales of a new product to utilities.

COST AND EXPENSE

Cost of Products Sold as a percentage of net sales decreased 5.6% for the second
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 sales of new products with
higher margins.

Selling expenses for the second quarter of 1997 were essentially the same as
for the same period in the prior year.

General and Administrative expenses as a percentage of net sales for the second
quarter of 1997 decreased 2.5% compared to the same period in the prior year.

Research and Development expenses as a percentage of net sales decreased 2.8%
from the same quarter in the prior year.

EARNINGS

The net earnings for the second quarter were $11,800 compared to a net loss of
$16,500 for the same period in the prior year.  The earnings were due to the
decrease in cost of goods sold as a percentage of sales as well as increased
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 .99 at the Quarter ended June 30, 1997.
Management believes the acid ratio (cash and accounts receivable divided by
current liabilities) of .44 is within the limits of reasonable liquidity.









                         DENCOR ENERGY COST CONTROLS, INC.

                            PART II - OTHER INFORMATION

             Items 1 through 4 would appear to require no answers according to
the instructions.

Item 5.  Other Information
    (a)  On June 3, 1997, The Registrant announced that it had entered into a
         letter of intent to merge with Proven Alternatives, Inc.  The
         Registrant and Proven Alternatives, Inc. believe that the merger will
         be completed in the third or fourth quarter of 1997, although there is
         no assurance this will occur.  See registrant's Form 8-K dated June 3,
         1997.

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 June 30, 1997, the Registrant filed one
         report on Form 8-K:  Exhibit 99.1  Press release dated June 3, 1997.

                                      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
                                Date:  August 13, 1997