UNITED STATES OF AMERICA
                                      Before the
                          SECURITIES AND EXCHANGE COMMISSION


     SECURITIES EXCHANGE ACT OF 1934
     Release No. 38676 / May 27, 1997 


     ADMINISTRATIVE PROCEEDING
     File No. 3-9315

                                    
                                   :    ORDER INSTITUTING PUBLIC
     In the Matter of:             :    PROCEEDINGS, MAKING FINDINGS 
                                   :    AND IMPOSING REMEDIAL
                                   :    SANCTIONS PURSUANT TO SECTIONS
     RICHARD K. STEELE, JR.        :    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 Sections 15(b) and 19(h) of the Securities Exchange
     Act of 1934 (Exchange Act) be, and they hereby are, instituted against
     Richard K. Steele, Jr. (Respondent or Steele, Jr.) to determine whether
     action is necessary in light of the permanent injunction entered against
     Steele, Jr. by the United States District Court for the District of
     Colorado on May 12, 1997, permanently restraining and enjoining Steele, Jr.
     from future violations of Sections 5(a), 5(c), and 17(a) of the Securities
     Act of 1933 (Securities Act), Sections 10(b) and 15(a)(1) of the Exchange
     Act and Rule 10b-5 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 these proceedings 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 (the Order), Respondent consents to the issuance of this
     Order.



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                                         II.

       Based on the Respondent's Offer of Settlement, the Commission finds that
     Steele, Jr., 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) and 15(a) of the Exchange Act
     and Rule 10b-5 promulgated thereunder, in an action styled Securities and
     Exchange Commission v. Balance for Life, Inc., et al., 95-D-2471 (D. Colo.,
     Judgment entered May 12, 1997).  The Commission's amended complaint in that
     action alleges that from July 1991 through December 1992 Steele, Jr. was
     not registered as a broker-dealer or associated with a broker-dealer while
     he effected sales of the securities of Balance For Life, Inc.  Beginning in
     1993 and continuing through 1994, Steele, Jr. was associated with a broker-
     dealer that was registered with the Commission.  The amended complaint
     further alleges that from 1991 through 1994 he offered and sold securities
     of Balance for Life, Inc. in violation of the above registration and anti-
     fraud provisions of the securities laws.

                                         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, Jr. is barred from association
     with any broker, dealer, municipal securities dealer, investment adviser or
     investment company with the right to reapply for association after three
     years to the appropriate self-regulatory organization, or if there is none,
     to the Commission.

          By the Commission.





                                   Jonathan G. Katz
                                   Secretary















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