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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)
TOPRO, INC.
_____________________________________________________________________________
(Name of Issuer)
COMMON STOCK
_____________________________________________________________________________
(Title of Class of Securities)
89078G104
__________________________
(CUSIP Number)
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13G
CUSIP No. __89078G104__
_____________________________________________________________________________
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO.
Renaissance Capital Growth & Income Fund III, Inc. 75-2533518
_____________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
_____________________________________________________________________________
3. SEC USE ONLY
_____________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
_____________________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
_____________________________________________________________________________
5. SOLE VOTING POWER
1,000,333 shares
_____________________________________________________________________________
6. SHARED VOTING POWER
None
_____________________________________________________________________________
7. SOLE DISPOSITIVE POWER
1,000,333 shares
_____________________________________________________________________________
8. SHARED DISPOSITIVE POWER
None
_____________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,333 shares
_____________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not applicable
_____________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.24%
_____________________________________________________________________________
12. TYPE OF REPORTING PERSON
IV
_____________________________________________________________________________
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ITEM 1.
a, b. Topro, Inc. ( Company )
2525 West Evans Avenue
Denver, CO 80219
ITEM 2.
(a) Name of Person Filing
Renaissance Capital Growth & Income Fund III, Inc. ( Filer )
(b) Address of principal Business Office or, if none, Residence
8080 N. Central Expwy., Suite 210 LB-59
Dallas, TX 75206-1857
(c) Citizenship
Texas
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
75966V105
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-
2(b), check whether the person filing is a:
(a) ______ Broker or Dealer registered under Section 15 of the Act
(b) ______ Bank as defined in section 3(a)(6) of the Act
(c) ______ Insurance Company as defined in section 3(a)(19) of the
Act
(d) __X___ Investment Company registered under section 8 of the
Investment Company Act
(e) ______ Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) ______ Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see section 240.13d-
1(b)(1)(ii)(F)
(g) ______ Parent Holding Company, in accordance with section
240.13d-1(b)(ii)(G)(Note: See Item 7)
(h) ______ Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
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Item 4. Ownership.
(a) Amount Beneficially Owned:
On February 21, 1996, the Company and the Filer entered into a 9%
Convertible Debenture Loan Agreement for $1,500,000. A second
Convertible Debenture for $1,000,000 with identical terms was issued
to the Company on March 5, 1996, and a third Convertible Debenture for
$1,000,000 was issued to the Company on June 17, 1996. Conversion
rates were issued at or adjusted to $1.50 per share. The Filer was
also issued 375,000 warrants, redeemable at $2.00 per share.
From July 25, 1997 through August 26, 1997, the Filer converted
$1,999,500 of its Debentures into 1,333,000 shares of common stock,
which is subsequently sold. The Filer also converted and sold the
375,000 warrants.
Total number of shares beneficially owned at December 31, 1997 is
1,000,333.
(b) Percent of Class
6.24%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,000,333
(ii) shared power to vote or to direct the vote:
None
(iii) sole power to dispose or to direct the disposition of:
1,000,333
(iv) shared power to dispose or to direct the disposition of:
None
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following:
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not applicable.
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Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: January 22, 1998
______/S/_________________________________
Signature
Vance M. Arnold, Executive Vice President
Renaissance Capital Group, Inc.
Investment Advisor
___________________________________________
Name and Title
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