UNITED STATES OF AMERICA
                           Before the
               SECURITIES AND EXCHANGE COMMISSION


SECURITIES EXCHANGE ACT OF 1934
Release No. 37892 / October 29, 1996 


ADMINISTRATIVE PROCEEDING
File No. 3-9177

--------------------------
                         :    ORDER INSTITUTING PUBLIC
In the Matter of:        :    PROCEEDINGS, MAKING FINDINGS 
                         :    AND IMPOSING REMEDIAL SANCTIONS 
RICHARD K. STEELE, SR.   :    PURSUANT TO SECTIONS 15(b) AND
                         :    19(h) OF THE SECURITIES EXCHANGE
                         :    ACT OF 1934                   
 Respondent.             :    
--------------------------    

                               I. 

     The Commission deems it appropriate and in the public
interest that proceedings pursuant to Section 15(b) and 19(h) of
the Securities Exchange Act of 1934 (Exchange Act) be, and they
hereby are, instituted against Richard K. Steele, Sr. (Respondent
or Steele Sr.) to determine whether action is necessary in light
of the permanent injunction entered against Steele Sr. by the
United States District Court for the District of Colorado on
October 24, 1996 permanently restraining and enjoining Steele Sr.
from future violations of Sections 5(a), 5(c), and 17(a) of the
Securities Act of 1933 (Securities Act), Sections 10(b),
13(b)(2)(A), 13(b)(2)(B), 15(a)(1) and 15(d) of the Exchange Act
and Rules 10b-5, 12b-20, 
13b2-1, 15d-1, 15d-11, and 15d-13 promulgated thereunder.

     In anticipation of the institution of these proceedings,
Respondent has submitted an Offer of Settlement for the purpose
of disposing of the issues raised by these proceedings.  The
Commission has determined that it is appropriate and in the
public interest to accept Respondent's Offer of Settlement.

     Solely for the purposes of this proceeding and any other
proceeding brought by or on behalf of the Commission or in which
the Commission is a party, without admitting or denying the
underlying allegations of the civil complaint, but admitting the
Commission's jurisdiction and the findings set forth in this
Order Instituting Public Proceedings, Making Findings and
Imposing Remedial Sanctions Pursuant to Sections 15(b) and 19(h)
of the Exchange Act (Order), Respondent consents to the issuance
of this Order.
                               II.
     Based on the Respondent's Offer of Settlement, the
Commission finds that Steele Sr., a person associated with a
broker or dealer, has been permanently enjoined by judgment of
the United States District Court for the District of Colorado
from future violations of Sections 5(a), 5(c), and 17(a) of the
Securities Act, Sections 10(b), 13(b)(2)(A), 13(b)(2)(B),
15(a)(1) and 15(d) of the Exchange Act and Rules 10b-5, 12b-20,
13b2-1, 15d-1, 15d-11, and 15d-13 promulgated thereunder, in an
action styled Securities and Exchange Commission v. Balance for
Life, Inc., et al., 95-D-2471 (D.Colo., Judgment entered October
24, 1996).

                              III.

     In view of the foregoing, the Commission finds that it is in
the public interest to impose sanctions specified in the Offer of
Settlement.

     Accordingly, IT IS ORDERED that Steele Sr. is barred from
association with any broker, dealer, municipal securities dealer,
investment adviser or investment company.

     By the Commission.








                              Jonathan G. Katz
                              Secretary