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)   November 10, 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 4.     Changes in Registrant's Certifying Accountant

Regulation S-K Item 304
(a)(1):
       (i)   Registrant's principal accountant,  Ernst  &
             Young, resigned on November 10, 1995.
       (ii)  Ernst   &  Young  has  not  issued  a  report   on
             Registrant's financial statements during the past  two
             years  that  contained an adverse opinion,  disclaimer
             of opinion, modification or qualification.
       (iii) N/A.
       (iv)  None.
        (v)  (A) Ernst & Young issued a letter  to  the
                 Registrant  with  respect to  its  audit  of  the
                 Registrant's  financial statements for  the  year
                 ended   December   31,   1994   which   contained
                 reportable  conditions  regarding  two   of   the
                 Registrant's   subsidiaries,   National   Capital
                 Benefits   Corporation   ("NCBC")   and    Jensen
                 Corporation ("Jensen").  The Registrant  believes
                 it  has  implemented measures that  will  prevent
                 the  recurrence of such conditions  at  NCBC  and
                 that  prevented such conditions at  Jensen  until
                 it was sold on November 10, 1995.
            (B)  None.
            (C)  See (A) above.
            (D)  None.

Item 7.  Financial Statements and Exhibits

The following documents is filed as part of this report:

(c)   Exhibits:
          (16)  Accountant's letter will be filed
                with amended Form 8-K.

          (99)  Accountant's  letter  of  reportable
                conditions dated March 24, 1995.


                          Signature

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:  November 16, 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)   November 10, 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 4.     Changes in Registrant's Certifying Accountant

Regulation S-K Item 304
(a)(1):
       (i)   Registrant's principal accountant,  Ernst  &
             Young, resigned on November 10, 1995.
       (ii)  Ernst   &  Young  has  not  issued  a  report   on
             Registrant's financial statements during the past  two
             years  that  contained an adverse opinion,  disclaimer
             of opinion, modification or qualification.
       (iii) N/A.
       (iv)  None.
        (v)  (A) Ernst & Young issued a letter  to  the
                 Registrant  with  respect to  its  audit  of  the
                 Registrant's  financial statements for  the  year
                 ended   December   31,   1994   which   contained
                 reportable  conditions  regarding  two   of   the
                 Registrant's   subsidiaries,   National   Capital
                 Benefits   Corporation   ("NCBC")   and    Jensen
                 Corporation ("Jensen").  The Registrant  believes
                 it  has  implemented measures that  will  prevent
                 the  recurrence of such conditions  at  NCBC  and
                 that  prevented such conditions at  Jensen  until
                 it was sold on November 10, 1995.
            (B)  None.
            (C)  See (A) above.
            (D)  None.

Item 7.  Financial Statements and Exhibits

The following documents is filed as part of this report:

(c)   Exhibits:
          (16)  Accountant's letter will be filed
                with amended Form 8-K.

          (99)  Accountant's  letter  of  reportable
                conditions dated March 24, 1995.

                          Signature

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:  November 16, 1995        By:/s/ Leslie A. Filler
                                    Leslie A. Filler
                                    Principal Financial Officer and
                                    Principal Accounting Officer