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)   December
     21, 1995

       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

<PAGE>
Item 5.     Other Events

On  December 21, 1995, the Company's wholly owned subsidiary,
Georgia Properties, Inc. ("GPI"), received a loan of $650,000
and  a commitment for an additional $500,000 to be loaned  on
February  1,  1996  from  William  R.  Dixon,  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 which expires on April  30,
1996.

The loan to GPI bears interest at 12% per annum through March
31,  1996 and 8% thereafter until the earlier of the exercise
of  the  option,  whereby the loan balance  will  be  applied
against the purchase price, or until due on August 31,  1997.
The  loan  is secured by a second deed of trust on  Appletree
Townhouses and all the outstanding shares of GPI.

If   the  option  is  exercised,  the  sales  price  will  be
$3,500,000, which will consist of the aforementioned loan  of
$1,150,000, assumption of the existing first deed loan by the
buyer,   which  had  a  principal  balance  of  approximately
$1,059,000  at  January 4, 1996, and a  purchase  money  note
from  the  buyer for the balance of approximately $1,291,000.
Such purchase money note will bear 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 the later of May 1, 1996, or the date of sale.

Revenues  of  the  Appletree  Townhouses  were  approximately
$828,363  and $1,088,257 for the nine months ended  September
30,  1995 and the year ended December 31, 1994, respectively.
During   the   same  periods,  expenses  were  $784,853   and
$1,039,447,  while  property  net  income  was  $43,510   and
$48,810.

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 Nine       For the Year
                            Months Ended           Ended
                         September 30, 1995  December 31, 1994
<S>                         <C>                <C>
Total revenues              $ 4,079,363        $ 8,911,940  
Total costs and expenses      6,138,214         12,044,649  
Gain on sale of                                             
 real properties              1,023,424          2,141,858  
Loss from discontinued                                      
 operations                    (106,637)              --  
Net loss                     (1,142,064)          (990,851)  
Net loss per share                (0.69)             (0.60)  
</TABLE>
                                                            
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 consolidated companies.

The  components of net assets held for option as of September
30, 1995 are as follows:
<TABLE>
<S>                                          <C>
Rental properties, less accumulated                      
 depreciation of $779,152                    $  3,292,012
Mortgage note payable                          (1,077,614)
Other, net                                        185,100
                                             $  2,399,498
</TABLE>
                                                         
The  Company  expects to report a gain of approximately  $1.1
million on this disposition if it is consummated during 1996.
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:  January 4, 1996          By:/s/Leslie A. Filler
                                   Leslie A. Filler
                                   Principal Financial Officer and
                                   Principal Accounting Officer
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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)   December
     21, 1995

       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

On  December 21, 1995, the Company's wholly owned subsidiary,
Georgia Properties, Inc. ("GPI"), received a loan of $650,000
and  a commitment for an additional $500,000 to be loaned  on
February  1,  1996  from  William  R.  Dixon,  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 which expires on April  30,
1996.

The loan to GPI bears interest at 12% per annum through March
31,  1996 and 8% thereafter until the earlier of the exercise
of  the  option,  whereby the loan balance  will  be  applied
against the purchase price, or until due on August 31,  1997.
The  loan  is secured by a second deed of trust on  Appletree
Townhouses and all the outstanding shares of GPI.

If   the  option  is  exercised,  the  sales  price  will  be
$3,500,000, which will consist of the aforementioned loan  of
$1,150,000, assumption of the existing first deed loan by the
buyer,   which  had  a  principal  balance  of  approximately
$1,059,000  at  January 4, 1996, and a  purchase  money  note
from  the  buyer for the balance of approximately $1,291,000.
Such purchase money note will bear 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 the later of May 1, 1996, or the date of sale.

Revenues  of  the  Appletree  Townhouses  were  approximately
$828,363  and $1,088,257 for the nine months ended  September
30,  1995 and the year ended December 31, 1994, respectively.
During   the   same  periods,  expenses  were  $784,853   and
$1,039,447,  while  property  net  income  was  $43,510   and
$48,810.

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 Nine       For the Year
                            Months Ended           Ended
                         September 30, 1995  December 31, 1994
Total revenues              $ 4,079,363        $ 8,911,940  
Total costs and expenses      6,138,214         12,044,649  
Gain on sale of                                             
 real properties              1,023,424          2,141,858  
Loss from discontinued                                      
 operations                    (106,637)              --  
Net loss                     (1,142,064)          (990,851)  
Net loss per share                (0.69)             (0.60)
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 consolidated companies.

The  components of net assets held for option as of September
30, 1995 are as follows:
Rental properties, less accumulated                      
 depreciation of $779,152                    $  3,292,012
Mortgage note payable                          (1,077,614)
Other, net                                        185,100
                                             $  2,399,498
The  Company  expects to report a gain of approximately  $1.1
million on this disposition if it is consummated during 1996.
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:  January 4, 1996          By:/s/Leslie A. Filler
                                   Leslie A. Filler
                                   Principal Financial Officer and
                                   Principal Accounting Officer