FORM 5
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
<TABLE>
<S> <C> <C>
1. Name and Address of 2. Issuer Name and 6 Relationship -Reporting
Reporting Person* Ticker or Trading Person to Issuer
Symbol
Riesenbach, Marvin S. Cencor, Inc. (CNCR) X Director 10% Owner
27 N. Riding Drive 3. IRS or 4 Statement Officer Other
Cherry Hill, NJ 08003 SSN Month/Year
05/97
###-##-#### 5 If Amend- 7 Individual or Joint/
ment,Date Group Filing
X Form filed by One
Reporting Person
Form filed by More
Than One Reporting
Person
</TABLE>
<TABLE>
<CAPTION>
TABLE I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
<S> <C> <C> <C> <C> <C> <C>
1 Title 2 Trans- 3 Trans- 4 Securites 5 Amount 6 Owner- 7 Nature
of Sec action action Acquired of Sec. ship of In-
Date Code (A) or Bene- Form: direct
Disposed ficially Direct Benefi-
of (D) Owned at (D)or cial
End of Indi- Owner-
Issuer's rect(I) ship
Fiscal Yr
M/D/Y Amnt A Price
Common 5-1-97 P4 850 A 8.25 9,250 D
Stock
</TABLE>
<PAGE>
TABLE II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
This table is intentionally left blank.
/s/ MARVIN S. RIESENBACH 3/11/98
Signature of Reporting Person Date
