UNITED STATES
                              
             SECURITIES AND EXCHANGE COMMISSION
                              
                   WASHINGTON, D.C. 20549
                              
                              
                          FORM 8-K
                              
                       CURRENT REPORT



Pursuant  to  Section 13 or 15(d) of the Securities  Exchange
     Act of 1934

Date of Report (Date of earliest event reported) April 3,1996

       National Capital Management Corporation
(Exact name of registrant as specified in its charter)

     Delaware                   0-16819       94-3054267
(State or other jurisdiction (Commission   (I.R.S. Employer
  of  incorporation)         File Number)  Identification No.)

50 California Street, San Francisco,   CA            94111
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number,including area code(415)989-2661


(Former name or former address, if changed from last report.)
<PAGE>
                          FORM 8-K


Item 5.     Other Events

The  Company's  wholly-owned subsidiary, Georgia  Properties,
Inc.  ("GPI"),  received a loan of $650,000 on  December  21,
1995  and an additional $500,000 on February 1, 1996 from  an
individual  affiliated with NCM Management  Ltd.,  a  company
which  provides  management  services  to  the  Company,   in
exchange  for an option to purchase Appletree Townhouses  for
$3,500,000, which was exercised on April 3, 1996.

The sales price of $3,500,000 consisted of the aforementioned
advances by the buyer totaling $1,150,000, assumption of  the
existing  first  deed  loan by the buyer  in  the  amount  of
$1,048,795 and a purchase money note for the balance equal to
$1,301,205.  The purchase money note bears interest from  the
date of sale at 8% per annum until it is due on December  31,
1996.   In addition, the buyer is required to prepay $250,000
of this note on May 1, 1996, of which $125,000 was paid early
on  April 10, 1996.  A gain of approximately $1,030,000  will
be reported during 1996.

Revenues  of  the  Appletree  Townhouses  were  approximately
$1,097,620  and  $1,088,257 for the year ended  December  31,
1995  and  1994,  respectively.   During  the  same  periods,
expenses  were $1,128,400 and $1,039,447, while property  net
loss  was  $30,780 for the year ended December 31,  1995  and
property  net  income of $48,810 for the year ended  December
31, 1994.

Summarized  below are the pro forma results of operations  of
the  Company assuming that Appletree Townhouses had been sold
as of January 1, 1994.
<TABLE>
<CAPTION>
                            For the Year      For the Year
                               Ended             Ended
                          December 31, 1995  December 31, 1994

<S>                         <C>                <C>
Total revenues              $ 6,897,529        $   739,008
Total costs and expenses      8,663,848          3,188,730
Loss from continuing                                        
 operations                  (1,766,319)        (2,449,722)  
Gain on sale of                                             
 real properties              1,029,894          2,141,858
Loss from discontinued                                      
 operations                  (1,368,328)          (648,817)
Net loss                     (2,104,753)          (956,681)
Net loss per share                (1.27)             (0.58)
</TABLE>
                                                            
Pro  forma  adjustments have been made for  interest  payable
attributable  to the option and interest income  attributable
to   the   sale  in  the  amount  of  $29,688  and   $63,858,
respectively, for the year ended December 31, 1995.  The  pro
forma   financial   information  presented   above   is   not
necessarily indicative of either the consolidated results  of
operations that would have occurred had the disposition taken
place  at the beginning of the periods presented or of future
results   of   operations   of  the  remaining   consolidated
companies.

The  components of net assets held for option as of  December
31, 1995 are as follows:
<TABLE>
<S>                                          <C>
Rental properties, less accumulated                        
 depreciation of $885,812                    $  3,152,088  
Mortgage note payable                          (1,063,368)  
Other, net                                        236,488  
                                             $  2,325,208  
</TABLE>
                                                           
The  Company believes it will not incur any material  Federal
taxes, as the gain will be offset by current operating losses
and  net  operating  loss carryovers.  However,  the  Company
estimates  it  will be liable for approximately  $100,000  in
State  taxes  as  there is insufficient  net  operating  loss
carryovers to completely offset the gain.
<PAGE>
                         Signatures

Pursuant  to the requirements of the Securities Exchange  Act
of  1934,  the registrant has duly caused this report  to  be
signed  on  its  behalf  by  the  undersigned  hereunto  duly
authorized.

                           NATIONAL CAPITAL
                           MANAGEMENT CORPORATION



Date:  April 19, 1996      By:/s/Herbert J. Jaffe
                              Herbert J. Jaffe
                              President
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UNITED STATES
                              
             SECURITIES AND EXCHANGE COMMISSION
                              
                   WASHINGTON, D.C. 20549
                              
                              
                          FORM 8-K
                              
                       CURRENT REPORT

Pursuant  to  Section 13 or 15(d) of the Securities  Exchange
     Act of 1934

Date of Report (Date of earliest event reported) April 3,1996

       National Capital Management Corporation
(Exact name of registrant as specified in its charter)

     Delaware                   0-16819       94-3054267
(State or other jurisdiction (Commission   (I.R.S. Employer
  of  incorporation)         File Number)  Identification No.)

50 California Street, San Francisco,   CA            94111
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number,including area code(415)989-2661

(Former name or former address, if changed from last report.)
FORM 8-K

Item 5.     Other Events

The  Company's  wholly-owned subsidiary, Georgia  Properties,
Inc.  ("GPI"),  received a loan of $650,000 on  December  21,
1995  and an additional $500,000 on February 1, 1996 from  an
individual  affiliated with NCM Management  Ltd.,  a  company
which  provides  management  services  to  the  Company,   in
exchange  for an option to purchase Appletree Townhouses  for
$3,500,000, which was exercised on April 3, 1996.

The sales price of $3,500,000 consisted of the aforementioned
advances by the buyer totaling $1,150,000, assumption of  the
existing  first  deed  loan by the buyer  in  the  amount  of
$1,048,795 and a purchase money note for the balance equal to
$1,301,205.  The purchase money note bears interest from  the
date of sale at 8% per annum until it is due on December  31,
1996.   In addition, the buyer is required to prepay $250,000
of this note on May 1, 1996, of which $125,000 was paid early
on  April 10, 1996.  A gain of approximately $1,030,000  will
be reported during 1996.

Revenues  of  the  Appletree  Townhouses  were  approximately
$1,097,620  and  $1,088,257 for the year ended  December  31,
1995  and  1994,  respectively.   During  the  same  periods,
expenses  were $1,128,400 and $1,039,447, while property  net
loss  was  $30,780 for the year ended December 31,  1995  and
property  net  income of $48,810 for the year ended  December
31, 1994.

Summarized  below are the pro forma results of operations  of
the  Company assuming that Appletree Townhouses had been sold
as of January 1, 1994.
For the Year      For the Year
                               Ended             Ended
                          December 31, 1995  December 31, 1994
Total revenues              $ 6,897,529        $   739,008
Total costs and expenses      8,663,848          3,188,730
Loss from continuing                                        
 operations                  (1,766,319)        (2,449,722)  
Gain on sale of                                             
 real properties              1,029,894          2,141,858
Loss from discontinued                                      
 operations                  (1,368,328)          (648,817)
Net loss                     (2,104,753)          (956,681)
Net loss per share                (1.27)             (0.58)
Pro  forma  adjustments have been made for  interest  payable
attributable  to the option and interest income  attributable
to   the   sale  in  the  amount  of  $29,688  and   $63,858,
respectively, for the year ended December 31, 1995.  The  pro
forma   financial   information  presented   above   is   not
necessarily indicative of either the consolidated results  of
operations that would have occurred had the disposition taken
place  at the beginning of the periods presented or of future
results   of   operations   of  the  remaining   consolidated
companies.

The  components of net assets held for option as of  December
31, 1995 are as follows:
Rental properties, less accumulated                        
 depreciation of $885,812                    $  3,152,088  
Mortgage note payable                          (1,063,368)  
Other, net                                        236,488  
                                             $  2,325,208
The  Company believes it will not incur any material  Federal
taxes, as the gain will be offset by current operating losses
and  net  operating  loss carryovers.  However,  the  Company
estimates  it  will be liable for approximately  $100,000  in
State  taxes  as  there is insufficient  net  operating  loss
carryovers to completely offset the gain.
Signatures

Pursuant  to the requirements of the Securities Exchange  Act
of  1934,  the registrant has duly caused this report  to  be
signed  on  its  behalf  by  the  undersigned  hereunto  duly
authorized.

                           NATIONAL CAPITAL
                           MANAGEMENT CORPORATION

Date:  April 19, 1996      By:/s/Herbert J. Jaffe
                              Herbert J. Jaffe
                              President