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