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)  July  11, 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.)
<PAGE>
                          FORM 8-K


Item 5.     Other Events

Pursuant  to  the approval of the stockholders  on  June  28,
1995,  the Registrant implemented a reverse stock split which
was  effective  July 11, 1995, whereby each three  shares  of
common  stock  was converted into one share of Common  Stock.
As  a  result of the reverse stock split, the Registrant  has
6,666,666  shares  of  authorized  common  stock,  of   which
1,650,524 are issued and outstanding.  All such shares are of
the par value of $.01.


Item 7.   Financial Statements and Exhibits

The following documents are filed as part of this report:

(c)   Exhibits:
       3(ii).3  Certificate  of  Amendment  of
                Certificate  of  Incorporation  of   National
                Capital  Management  Corporation  dated  June
                29,1995.
<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:  July 12, 1995       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)  July  11, 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

Pursuant  to  the approval of the stockholders  on  June  28,
1995,  the Registrant implemented a reverse stock split which
was  effective  July 11, 1995, whereby each three  shares  of
common  stock  was converted into one share of Common  Stock.
As  a  result of the reverse stock split, the Registrant  has
6,666,666  shares  of  authorized  common  stock,  of   which
1,650,524 are issued and outstanding.  All such shares are of
the par value of $.01.

Item 7.   Financial Statements and Exhibits

The following documents are filed as part of this report:

(c)   Exhibits:
       3(ii).3  Certificate  of  Amendment  of
                Certificate  of  Incorporation  of   National
                Capital  Management  Corporation  dated  June
                29,1995.
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:  July 12, 1995       By:  \s\ Leslie A. Filler
                                Leslie A. Filler
                                Principal Financial Officer and
                                Principal Accounting Officer