UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Balanced Care Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
057630105
(CUSIP Number)
February 24, 1999
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out or a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 057630105 SCHEDULE 13G Page 2 of 6
1 Name of Reporting Person Astoria Capital Partners, L. P.
IRS Identification No. of Above Person 94-3160631
2 Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 Citizenship or Place of Organization
California
5 Sole Voting Power
1,773,600
NUMBER OF 6 Shared Voting Power
SHARES
BENEFICIALLY -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power
PERSON WITH
1,773,600
8 Shares Dispositive Power
-0-
9 Aggregate Amount Beneficially Owned by each Reporting
Person
1,773,600
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row 9
10.6%
12 Type of Reporting Person*
PN
CUSIP No. 057630105 SCHEDULE 13G Page 3 of 6
Item 1(a). Name of Issuer.
Balanced Care Corporation
Item 1(b). Address of Issuer's Principal Executive Offices.
5021 Louise Drive, Suite 200, Mechanicsburg, PA 17055
Item 2(a). Names of Persons Filing.
Astoria Capital Partners, L. P.
Item 2(b). Address of Principal Business Office or, if none,
Residence.
The business address of Astoria Capital Partners, L. P. is
6600 SW Ninety-Second Avenue, Suite 370, Portland, OR 97223.
Item 2(c). Citizenship.
Astoria Capital Partners, L. P. is a California limited
partnership.
Item 2(d). Title of Class of Securities.
Common stock, $.001 par value ("Common Stock")
Item 2(e). CUSIP Number.
057630105
Item 3. If this statement is filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
CUSIP No. 057630105 SCHEDULE 13G Page 4 of 6
(d) [ ] Investment company registered under section 8 of the
Investment Company act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E) (with respect to Astoria Capital Management,
Inc. only).
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with 240.13b-1(b)(1)(ii)(G) (with respect to Richard
W. Koe only).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded form the definition of
an investment company under section 3(c)(14) of the Investment
Company act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Section 240.13d-1(c),
check this box [X]
Item 4. Ownership.
Reference is made hereby made to Items 5-9 and 11 of page
two (2) of this Schedule 13G, which Items are incorporated by
reference herein.
CUSIP No. 057630105 SCHEDULE 13G Page 5 of 6
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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.
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, Astoria Capital Partners, L.P. certifies
that, to the best of its knowledge and believe, the securities
referred to above on page two (2) of this Schedule 13G were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
CUSIP No. 057630105 SCHEDULE 13G Page 6 of 6
Signature
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
DATED: February 26, 1999
ASTORIA CAPITAL PARTNERS, L.P.
/s/ Richard W. Koe
________________________
By: Richard W. Koe
its: General Partner
