UNITED STATES OF AMERICA
                            Before The
                SECURITIES AND EXCHANGE COMMISSION


SECURITIES EXCHANGE ACT OF 1934
Release No.  38136 / January 8, 1997

Administrative Proceeding
File No. 3-9178


------------------------------                                   
                              :
In the Matter of              :    ORDER OF THE COMMISSION
                              :    MAKING FINDINGS AND
Peter C. Tosto                :    IMPOSING REMEDIAL
                              :    SANCTIONS
                              :
------------------------------                                   

                                I.

     In these proceedings ordered pursuant to Sections 15(b) and
19(h) the Securities Exchange Act of 1934 (Exchange Act),1
Respondent Peter C. Tosto (Tosto), has submitted an Offer of
Settlement (Offer), which the Securities and Exchange Commission
has determined to accept.  Solely for the purpose of these
proceedings and any other proceedings brought by or on behalf of
the Commission or in which the Commission is a party, and without
admitting or denying the Commission's findings herein, except to
admit the jurisdiction of the Commission over him and over the
matters set forth herein and the entry against him of a permanent
injunction set forth in paragraph II.B., Tosto consents to the
entry of this Order Making Findings and Imposing Remedial
Sanctions.

                               II.

     On the basis of the Order Instituting Public Administrative
Proceedings and Tosto's Offer, the Commission finds that:2

A.   From 1984 through 1990, Tosto was associated with various
     broker-dealers.

                    

1    The  Order Instituting Public  Administrative Proceedings in
     this matter was issued on October 31, 1996.

2    The findings herein are  made pursuant to Tosto's Offer
     of  Settlement and are not  binding on any other person
     or  entity named as a  respondent in this  or any other
     proceeding.
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B.   Tosto has been permanently enjoined, by his consent, by the
United States District Court for the District of Colorado from
future violations of the securities registration provisions of
Section 5(a) and (c) of the Securities Act of 1933 (Securities
Act), the anti-fraud provisions of Section 17(a) of the
Securities Act and Section 10(b) of the Exchange Act and Rule
10b-5, promulgated thereunder, and the broker-dealer registration
provisions of Section 15(a)(1) of the Exchange Act in an action
styled Securities and Exchange Commission v. Balance for Life,
Inc., et al., No. 95-D-2471 (D. Colo., Judgment entered July 1,
1996).

C.   In the amended complaint in the civil injunctive action
referenced above, the Commission alleged, among other things,
that from approximately July 1991 until December 1992 Tosto
operated a broker-dealer, which was not registered with the
Commission, that he offered and sold unregistered securities of
Balance for Life, Inc., and that during his offers and sales he
made false statements that Balance for Life stock would soon be
publicly trading on Nasdaq at substantial price increases when he
had no reasonable basis for his statements.

                               III.

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

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

     For the Commission, by its Secretary, pursuant to delegated
authority.



                              Jonathan G. Katz
                              Secretary