FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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
1. Name and Address of Reporting Person
Astoria Capital Partners, L.P.
6600 SW Ninety-Second Avenue, Ste. 370
Portland, Oregon 97223
(503) 244-1956 (Phone)
(503) 244-3801 (Fax)
Date of Event Requiring Statement (Month/Day/Year)
February 24, 1999
IRS or Social Security Number of Reporting Person (Voluntary)
94-3160631
Issuer Name and Ticker or Trading Symbol
Balanced Care Corporation
Relationship of Reporting Person to Issuer (Check all
applicable)
[ ] Director [X] 10% Owner
[ ] Officer (give [ ] Other (specify below)
title below)
If Amendment, Date of Original (Month/Year)
Individual or Joint/Group Filing (Check Applicable Line)
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
Table 1 -- Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)
Common Stock, $.001 par value
2. Amount of Securities Beneficially Owned (Instr. 4)
1,773,600
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
D
4. Nature of Indirect Beneficial Ownership (Instr. 5)
Reminder: Report on a separate line for each class of
securities beneficially owned directly or indirectly. If this
form is filed by more than one reporting person, see
Instruction 5(b)(v).
Table II Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)
2. Date Exercisable and Expiration Date (Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
4. Conversion or Exercise Price of Derivative Security
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (i) (Instr. 5)
Nature of Indirect Beneficial Ownership (Instr. 5)
Explanation of Responses:
ASTORIA CAPITAL PARTNERS, L.P.
/s/ Richard W. Koe February 26, 1999
______________________________ ___________________
Richard W. Koe Date
General Partner of
Astoria Capital Partners, L.P.
**Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. I001 and 15 U.S.C.
78ff(a).
Note: File three copies of this Form, one of which must be
manually signed. If space is insufficient, See Instruction 6
for procedure.
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB Number.
