UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
  
                                   FORM 8K
                                  CURRENT REPORT
                      Pursuant to Section 13 or 15 (d) of the
                          Securities Exchange Act of 1934
  
  Date of Report (date of earliest event reported):  April 30, 1998
  
                                  NAVIDEC, INC.
            (Exact name of registrant as specified in its charter)
  
  COLORADO                      0-29098                 33-0502730
  (State or other              (Commission             (Employer
  jurisdiction of               File Number)         Identification No.)
  incorporation)
  
              14 INVERNESS DRIVE, SUITE F-116, ENGLEWOOD, CO  80112
             (Address of principal executive offices)    (Zip Code)
  
  Registrant's telephone number, including area code: 303-790-7565
  
  
                                 NAVIDEC, INC.
                                  INDEX
  
  
  ITEM 5. OTHER EVENTS
  
            Private Placement Closing
  
  
  ITEM 7. FINANCIAL STATEMENTS
  
               Balance Sheets as of April 30, 1998 and December 31, 1997
   
               Statements of Operations, Four months ended April 30, 1998
   
               Statements of Cash Flows,
                 Four months ended April 31, 1998 
  
               Notes to Financial Statements
  
  ITEM 5.  OTHER EVENTS
  
       On April 13, 1998 the Company closed a private offering with respect to
  99.75 Units.  The Total gross proceeds received by the Company were
  $2,693,000 less commissions and non-accountable expenses totaling 13% for a
  net of $2,262,000.  The Offering commenced on November 6, 1997 Navidec Inc.
  (the "Company") commenced a private offering of 100 units of its securities
  (the "Units"), each Unit consisting of 6,000 shares of Common Stock and 6,000
  Common Stock Purchase Warrants. The financial statements, which are attached
  as Item 7, reflect the affect of this private placement on the Company's
  balance sheet.
  
  ITEM 7. - FINANCIAL STATEMENTS
  
  
  
                                NAVIDEC, INC.
                               ______________
                                BALANCE SHEETS
                               _______________
                                 NAVIDEC, INC.
                                 BALANCE SHEETS
  
<TABLE>
<CAPTION>
                                        April 30,         December 31, 
                                            1998                 1997       
                                        (Unaudited)
  ASSETS
  CURRENT ASSETS:
  <S>                                   <C>                <C>
  Cash and cash equivalents              $819,000           $369,000 
  Accounts Receivable:               
    Trade net of $50,000 
      allowance for doubtful 
      accounts                           $847,000           $726,000
  Retainage                                                  $21,000
  Cost and estimated earnings 
      in excess of billing               $369,000           $106,000
  Notes Receivable                        $45,000            $60,000
  Inventory                              $363,000           $549,000
  Prepaid expenses and 
      other current assets               $113,000            $86,000
                                    ______________      _______________
  Total current assets                 $2,555,000         $1,917,000
  
  PROPERTY AND EQUIPMENT, net            $720,000           $713,000
  
    
  OTHER ASSETS
  
  Restricted certificate 
      of deposit                         $300,000           $300,000    
  Intangibles, net                        $84,000           $169,000
                                   ________________    ________________
  Total Assets                         $3,659,000         $3,099,000
                                   ================    ================
  
  
  
                        LIABILITIES AND STOCKHOLDERS  EQUITY
  CURRENT LIABILITIES
  Current portion of 
      capital lease obligations           $37,000            $37,000
  Notes payable                           $63,000            $63,000    
  Accounts payable                       $481,000           $778,000
  Payable to factor                      $125,000           $190,000    
  Other accrued liabilities              $163,000           $171,000
                                   _________________    _______________
  Total current liabilities              $870,000         $1,239,000
  
    
  CAPITAL LEASE OBLIGATIONS, 
  net current portion                     $94,000            $95,000
  
  
  NOTES PAYABLE, 
  net current portion                    $195,000           $215,000
  
  STOCKHOLDERS  EQUITY 
  
  Common stock, no par value; 
   20,000,000 shares authorized 
   3,301,000 and 3,201,000 shares 
   issued and outstanding              $8,311,000         $6,768,000
  Accumulated deficit                  (5,812,000)        (5,218,000)
                                     _______________    _______________
  Total stockholders
    equity (deficit)                   $2,500,000         $1,550,000
  TOTAL LIABILITIES and 
  STOCKHOLDERS  EQUITY                 $3,659,000         $3,099,000
                                     ===============    ================
</TABLE>
  
  
               See accompanying notes to these financial statements.


                                     NAVIDEC, INC.
                               STATEMENTS OF OPERATIONS
     
                                                            
                                  For the Four Months
                                  Ended April 30,1998
<TABLE>
<CAPTION>
  
                                             
  <S>                                                   <C>            
  NET SALES                                             $2,341,000
     Cost of Sales                                      $1,426,000
                                                      ________________
  GROSS MARGIN                                            $915,000
  
     Operating Expenses                                 $1,479,000 
  
  OPERATING INCOME (LOSS)                                $(564,000)
    
  OTHER INCOME (EXPENSES)
     Interest, net                                        $(29,000)
     Other                                                 $     0
                                                       _______________
  
    Other, net                                            $(29,000)
  
  NET INCOME (LOSS)                                      $(593,000)
                                                      ================
  
    
  NET LOSS PER SHARE                                        $ (.17)
    
  WEIGHTED AVERAGE COMMON SHARES 
  AND EQUIVALENTS OUTSTANDING                            3,385,000      
    
  
               See accompanying notes to these financial statements.


                                    NAVIDEC, INC.
                               STATEMENTS OF CASH FLOWS
                
                            FOR THE FOUR MONTHS ENDED 
                                  April 30, 1998
                                      (Unaudited)

</TABLE>
<TABLE>
<CAPTION>
                                                                    
  
  Cash flows from operating activities
  <S>                                                   <C>
  Net Loss                                               $(593,000)     
  
  Adjustments to reconcile net 
     loss to net cash used 
     by operating activities:
  
   Depreciation and amortization                          $266,000
  
   Changes in operating 
     assets and liabilities
   
   Decrease (increase) in accounts 
     receivable                                          $(100,000)
   Decrease (increase) in costs 
     and estimated earnings                              $(263,000)
   Decrease (increase) in inventory                       $186,000
   Decrease (increase) in prepaid expenses                $(27,000)
   Increase (decrease) in accounts payable               $(297,000) 
   Increase (decrease) in accrued expenses                 $(8,000)     
  
  Net cash provided by (used in) 
     operating activities                                $(836,000)  
       
  Cash flows from investing activities:
  
   Purchases of fixed assets                             $(186,000) 
    
  Cash flows from financing activities:
    Proceeds from sale of Accounts receivable             $494,000 
  
    Payments on Notes Payable/Lease Payable              $(580,000) 
  
    Decrease (increase) in notes receivable                $15,000
  
    Issuance of common stock                            $1,543,000      
  
  Net cash provided by (used in) 
     financing activities                               $1,472,000  
  
  Net increase in cash                                    $450,000
  
</TABLE>
  
    
    
                 See accompanying notes to these financial statements.

   
                             NOTES TO FINANCIAL STATEMENTS
  
  
  Unaudited Financial Statements
  The unaudited financial statements and related notes to the financial
  statements presented herein have been prepared by the Company pursuant to the
  rules and regulations of the Securities and Exchange Commission. 
  Accordingly, certain information and footnote disclosures normally included
  in financial statements prepared in accordance with generally accepted
  accounting principles have been omitted pursuant to such rules and
  regulations.  The accompanying financial statements were prepared in
  accordance with the accounting policies used in the preparation of the
  Company's audited financial statements included in its Annual Report on Form
  10-KSB for the fiscal year ended December 31, 1997, and should be read in
  conjunction with such financial statements and notes thereto.
  
  In the opinion of management, all adjustments (consisting only of normal
  recurring adjustments) which are necessary for a fair presentation of
  operating results for the interim period presented have been made.
  
  Stockholders' Equity
  Public Stock Offering - On February 14, 1997, the Company completed an
  initial public stock offering of 1,000,000 Units (comprised of
  1,000,000 shares of common stock and warrants for the purchase of
  1,000,000 shares of common stock) which provided gross proceeds to the
  Company of approximately $4,555,000.  Simultaneous with the offering
  convertible debenture holders converted $1,438,000 in convertible notes into
  common stock and warrants.  Included in the 1,000,000 Units are
  245,000 shares of common stock offered by the holders of the unsecured
  subordinated convertible promissory notes.  Each warrant allows the holder to
  purchase one share of common stock at an exercise price of $7.20 for a period
  of five years after the date of the offering.  The warrants are redeemable by
  the Company at $.05 per warrant upon 30 days notice if the market price of
  the common stock for 20 consecutive trading days within the 30-day period
  preceding the date the notice is given equals or exceeds $8.40.  The Company
  also sold to the underwriter at the close of the public offering underwriters
  warrants, at a price of $0.001 per warrant, to purchase 100,000 shares of
  common stock exclusive of the over-allotment.  The underwriters warrants are
  exercisable for 4 years beginning in February 1998 at $7.38 per share.
  
  Stock Split - During 1996, the Company declared a 1 for 2 reverse stock split
  and 510.2041 to 1 stock split.  The Company also declared a .85 for 1 reverse
  stock split which became effective upon the initial public offering in
  February 1997.  All common stock reflected in the financial statements and
  accompanying notes reflect the effect of the split and reverse split.
  
  Private Placement   The Company recently completed a private placement.  The
  offering provided for a maximum amount of $2,700,000 with no minimum
  consisting of a maximum of  600,000 units (comprised of one share of common
  stock and one warrant) at $4.50 per unit.  Each warrant allows for the holder
  to purchase one share of common stock at an exercise price of $7.20 for a
  period extending though February 10, 2002.  The warrants are redeemable by
  the Company at $.05 per warrant upon 30 days notice if the market price for
  20 consecutive trading days within the 30-day period preceding the date the
  notice is given equals or exceeds $8.40.  The Company is required by the
  terms of the placement agreement to register the common shares and the common
  shares underlying the warrants within 45 day of filing the Company's 10-KSB
  for the year ended December 31, 1997.  Offing costs associated with the
  private placement include underwriting commissions and non-accountable
  expenses totaling 13% of proceeds, as well as placement agent warrants to
  purchase units for 5 years from the date of closing at $4.50 per unit.  In
  addition, the Company has agreed to issue any broker or registered agent who
  places four or more placement units (consisting of 6,000 units or $27,000
  each) on broker warrant for each $20 sold at a price of $4.50.  As of April
  13, 1998, the Company had closed on the private placement for a total of
  $2,693,000 net of offering costs of $429,000.  No warrants had been issued to
  brokers or registered representatives as of April 30, 1998.
  
  Notes Payable 
  Notes payable at April 30, 1998, consists of the following:
  
  Note payable to a bank, interest at prime 
  plus 1/2% (8.75% as of April 30, 1998) 
  and principal payments of $5,000 payable 
  monthly with remaining principal paid 
  upon maturity in June 2002, collateralized 
  by a CD owned by the company.                           $255,000
  
  Note payable to officer/director /shareholder,
  principal along with interest at 10% per annum 
  due on December 31, 1998.                                $ 4,000
  
  SIGNATURES
  
  
  In accordance with 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.
  
  
  
                                  NAVIDEC, INC.
  
  
  
  Date:  May 19, 1998
  
                          By    /S/ RALPH ARMIJO
                                Ralph Armijo
                                President and CEO
  
  
                        By      /S/ PAT MAWHINNEY
                                Pat Mawhinney
                                Chief Financial Officer
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
  
                                   FORM 8K
                                  CURRENT REPORT
                      Pursuant to Section 13 or 15 (d) of the
                          Securities Exchange Act of 1934
  
  Date of Report (date of earliest event reported):  April 30, 1998
  
                                  NAVIDEC, INC.
            (Exact name of registrant as specified in its charter)
  
  COLORADO                      0-29098                 33-0502730
  (State or other              (Commission             (Employer
  jurisdiction of               File Number)         Identification No.)
  incorporation)
  
              14 INVERNESS DRIVE, SUITE F-116, ENGLEWOOD, CO  80112
             (Address of principal executive offices)    (Zip Code)
  
  Registrant's telephone number, including area code: 303-790-7565
  
  
                                 NAVIDEC, INC.
                                  INDEX
  
  
  ITEM 5. OTHER EVENTS
  
            Private Placement Closing
  
  
  ITEM 7. FINANCIAL STATEMENTS
  
               Balance Sheets as of April 30, 1998 and December 31, 1997
   
               Statements of Operations, Four months ended April 30, 1998
   
               Statements of Cash Flows,
                 Four months ended April 31, 1998 
  
               Notes to Financial Statements
  
  ITEM 5.  OTHER EVENTS
  
       On April 13, 1998 the Company closed a private offering with respect to
  99.75 Units.  The Total gross proceeds received by the Company were
  $2,693,000 less commissions and non-accountable expenses totaling 13% for a
  net of $2,262,000.  The Offering commenced on November 6, 1997 Navidec Inc.
  (the "Company") commenced a private offering of 100 units of its securities
  (the "Units"), each Unit consisting of 6,000 shares of Common Stock and 6,000
  Common Stock Purchase Warrants. The financial statements, which are attached
  as Item 7, reflect the affect of this private placement on the Company's
  balance sheet.
  
  ITEM 7. - FINANCIAL STATEMENTS
  
  
  
                                NAVIDEC, INC.
                               ______________
                                BALANCE SHEETS
                               _______________
                                 NAVIDEC, INC.
                                 BALANCE SHEETS
April 30,         December 31, 
                                            1998                 1997       
                                        (Unaudited)
  ASSETS
  CURRENT ASSETS:
Cash and cash equivalents              $819,000           $369,000 
  Accounts Receivable:               
    Trade net of $50,000 
      allowance for doubtful 
      accounts                           $847,000           $726,000
  Retainage                                                  $21,000
  Cost and estimated earnings 
      in excess of billing               $369,000           $106,000
  Notes Receivable                        $45,000            $60,000
  Inventory                              $363,000           $549,000
  Prepaid expenses and 
      other current assets               $113,000            $86,000
                                    ______________      _______________
  Total current assets                 $2,555,000         $1,917,000
  
  PROPERTY AND EQUIPMENT, net            $720,000           $713,000
  
    
  OTHER ASSETS
  
  Restricted certificate 
      of deposit                         $300,000           $300,000    
  Intangibles, net                        $84,000           $169,000
                                   ________________    ________________
  Total Assets                         $3,659,000         $3,099,000
                                   ================    ================
  
  
  
                        LIABILITIES AND STOCKHOLDERS  EQUITY
  CURRENT LIABILITIES
  Current portion of 
      capital lease obligations           $37,000            $37,000
  Notes payable                           $63,000            $63,000    
  Accounts payable                       $481,000           $778,000
  Payable to factor                      $125,000           $190,000    
  Other accrued liabilities              $163,000           $171,000
                                   _________________    _______________
  Total current liabilities              $870,000         $1,239,000
  
    
  CAPITAL LEASE OBLIGATIONS, 
  net current portion                     $94,000            $95,000
  
  
  NOTES PAYABLE, 
  net current portion                    $195,000           $215,000
  
  STOCKHOLDERS  EQUITY 
  
  Common stock, no par value; 
   20,000,000 shares authorized 
   3,301,000 and 3,201,000 shares 
   issued and outstanding              $8,311,000         $6,768,000
  Accumulated deficit                  (5,812,000)        (5,218,000)
                                     _______________    _______________
  Total stockholders
    equity (deficit)                   $2,500,000         $1,550,000
  TOTAL LIABILITIES and 
  STOCKHOLDERS  EQUITY                 $3,659,000         $3,099,000
                                     ===============    ================
See accompanying notes to these financial statements.

                                     NAVIDEC, INC.
                               STATEMENTS OF OPERATIONS
     
                                                            
                                  For the Four Months
                                  Ended April 30,1998
NET SALES                                             $2,341,000
     Cost of Sales                                      $1,426,000
                                                      ________________
  GROSS MARGIN                                            $915,000
  
     Operating Expenses                                 $1,479,000 
  
  OPERATING INCOME (LOSS)                                $(564,000)
    
  OTHER INCOME (EXPENSES)
     Interest, net                                        $(29,000)
     Other                                                 $     0
                                                       _______________
  
    Other, net                                            $(29,000)
  
  NET INCOME (LOSS)                                      $(593,000)
                                                      ================
  
    
  NET LOSS PER SHARE                                        $ (.17)
    
  WEIGHTED AVERAGE COMMON SHARES 
  AND EQUIVALENTS OUTSTANDING                            3,385,000      
    
  
               See accompanying notes to these financial statements.

                                    NAVIDEC, INC.
                               STATEMENTS OF CASH FLOWS
                
                            FOR THE FOUR MONTHS ENDED 
                                  April 30, 1998
                                      (Unaudited)
Cash flows from operating activities
Net Loss                                               $(593,000)     
  
  Adjustments to reconcile net 
     loss to net cash used 
     by operating activities:
  
   Depreciation and amortization                          $266,000
  
   Changes in operating 
     assets and liabilities
   
   Decrease (increase) in accounts 
     receivable                                          $(100,000)
   Decrease (increase) in costs 
     and estimated earnings                              $(263,000)
   Decrease (increase) in inventory                       $186,000
   Decrease (increase) in prepaid expenses                $(27,000)
   Increase (decrease) in accounts payable               $(297,000) 
   Increase (decrease) in accrued expenses                 $(8,000)     
  
  Net cash provided by (used in) 
     operating activities                                $(836,000)  
       
  Cash flows from investing activities:
  
   Purchases of fixed assets                             $(186,000) 
    
  Cash flows from financing activities:
    Proceeds from sale of Accounts receivable             $494,000 
  
    Payments on Notes Payable/Lease Payable              $(580,000) 
  
    Decrease (increase) in notes receivable                $15,000
  
    Issuance of common stock                            $1,543,000      
  
  Net cash provided by (used in) 
     financing activities                               $1,472,000  
  
  Net increase in cash                                    $450,000
See accompanying notes to these financial statements.

   
                             NOTES TO FINANCIAL STATEMENTS
  
  
  Unaudited Financial Statements
  The unaudited financial statements and related notes to the financial
  statements presented herein have been prepared by the Company pursuant to the
  rules and regulations of the Securities and Exchange Commission. 
  Accordingly, certain information and footnote disclosures normally included
  in financial statements prepared in accordance with generally accepted
  accounting principles have been omitted pursuant to such rules and
  regulations.  The accompanying financial statements were prepared in
  accordance with the accounting policies used in the preparation of the
  Company's audited financial statements included in its Annual Report on Form
  10-KSB for the fiscal year ended December 31, 1997, and should be read in
  conjunction with such financial statements and notes thereto.
  
  In the opinion of management, all adjustments (consisting only of normal
  recurring adjustments) which are necessary for a fair presentation of
  operating results for the interim period presented have been made.
  
  Stockholders' Equity
  Public Stock Offering - On February 14, 1997, the Company completed an
  initial public stock offering of 1,000,000 Units (comprised of
  1,000,000 shares of common stock and warrants for the purchase of
  1,000,000 shares of common stock) which provided gross proceeds to the
  Company of approximately $4,555,000.  Simultaneous with the offering
  convertible debenture holders converted $1,438,000 in convertible notes into
  common stock and warrants.  Included in the 1,000,000 Units are
  245,000 shares of common stock offered by the holders of the unsecured
  subordinated convertible promissory notes.  Each warrant allows the holder to
  purchase one share of common stock at an exercise price of $7.20 for a period
  of five years after the date of the offering.  The warrants are redeemable by
  the Company at $.05 per warrant upon 30 days notice if the market price of
  the common stock for 20 consecutive trading days within the 30-day period
  preceding the date the notice is given equals or exceeds $8.40.  The Company
  also sold to the underwriter at the close of the public offering underwriters
  warrants, at a price of $0.001 per warrant, to purchase 100,000 shares of
  common stock exclusive of the over-allotment.  The underwriters warrants are
  exercisable for 4 years beginning in February 1998 at $7.38 per share.
  
  Stock Split - During 1996, the Company declared a 1 for 2 reverse stock split
  and 510.2041 to 1 stock split.  The Company also declared a .85 for 1 reverse
  stock split which became effective upon the initial public offering in
  February 1997.  All common stock reflected in the financial statements and
  accompanying notes reflect the effect of the split and reverse split.
  
  Private Placement   The Company recently completed a private placement.  The
  offering provided for a maximum amount of $2,700,000 with no minimum
  consisting of a maximum of  600,000 units (comprised of one share of common
  stock and one warrant) at $4.50 per unit.  Each warrant allows for the holder
  to purchase one share of common stock at an exercise price of $7.20 for a
  period extending though February 10, 2002.  The warrants are redeemable by
  the Company at $.05 per warrant upon 30 days notice if the market price for
  20 consecutive trading days within the 30-day period preceding the date the
  notice is given equals or exceeds $8.40.  The Company is required by the
  terms of the placement agreement to register the common shares and the common
  shares underlying the warrants within 45 day of filing the Company's 10-KSB
  for the year ended December 31, 1997.  Offing costs associated with the
  private placement include underwriting commissions and non-accountable
  expenses totaling 13% of proceeds, as well as placement agent warrants to
  purchase units for 5 years from the date of closing at $4.50 per unit.  In
  addition, the Company has agreed to issue any broker or registered agent who
  places four or more placement units (consisting of 6,000 units or $27,000
  each) on broker warrant for each $20 sold at a price of $4.50.  As of April
  13, 1998, the Company had closed on the private placement for a total of
  $2,693,000 net of offering costs of $429,000.  No warrants had been issued to
  brokers or registered representatives as of April 30, 1998.
  
  Notes Payable 
  Notes payable at April 30, 1998, consists of the following:
  
  Note payable to a bank, interest at prime 
  plus 1/2% (8.75% as of April 30, 1998) 
  and principal payments of $5,000 payable 
  monthly with remaining principal paid 
  upon maturity in June 2002, collateralized 
  by a CD owned by the company.                           $255,000
  
  Note payable to officer/director /shareholder,
  principal along with interest at 10% per annum 
  due on December 31, 1998.                                $ 4,000
  
  SIGNATURES
  
  
  In accordance with 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.
  
  
  
                                  NAVIDEC, INC.
  
  
  
  Date:  May 19, 1998
  
                          By    /S/ RALPH ARMIJO
                                Ralph Armijo
                                President and CEO
  
  
                        By      /S/ PAT MAWHINNEY
                                Pat Mawhinney
                                Chief Financial Officer