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)   February
12, 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 4.     Changes in Registrant's Certifying Accountant

Regulation S-K Item 304

(a)(2):On  February  12,  1996,  the Registrant  has  engaged
       Arthur  Andersen  LLP as its principal  accountant  to
       audit  its  financial statements for  the  year  ended
       December 31, 1995.

       (i)       The  Registrant (or someone on  its  behalf)
       has not consulted Arthur Andersen LLP with respect  to
       an  application of accounting principles or a type  of
       audit opinion during 1994, 1995 and 1996.

       (ii)The Registrant (or someone on its behalf) has  not
       consulted  Arthur  Andersen  LLP  with  respect  to  a
       disagreement or a reportable event during  1994,  1995
       and 1996.

Item 7.  Financial Statements and Exhibits

The following document is filed as part of this report:

(c)   Exhibit:
               (99)
                (1) Letter from Arthur Andersen LLP regarding
                    its concurrence with this  report will be
                    filed by Form 8 when it is available.

                (2) Letter  from  former accountant regarding
                    its agreement  or  disagreement  with the
                    information contained in this report will
                    be filed by Form 8 when it is available.


                          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:  February 16, 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)   February
12, 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 4.     Changes in Registrant's Certifying Accountant

Regulation S-K Item 304

(a)(2):On  February  12,  1996,  the Registrant  has  engaged
       Arthur  Andersen  LLP as its principal  accountant  to
       audit  its  financial statements for  the  year  ended
       December 31, 1995.

       (i)       The  Registrant (or someone on  its  behalf)
       has not consulted Arthur Andersen LLP with respect  to
       an  application of accounting principles or a type  of
       audit opinion during 1994, 1995 and 1996.

       (ii)The Registrant (or someone on its behalf) has  not
       consulted  Arthur  Andersen  LLP  with  respect  to  a
       disagreement or a reportable event during  1994,  1995
       and 1996.

Item 7.  Financial Statements and Exhibits

The following document is filed as part of this report:

(c)   Exhibit:
               (99)
                (1) Letter from Arthur Andersen LLP regarding
                    its concurrence with this  report will be
                    filed by Form 8 when it is available.

                (2) Letter  from  former accountant regarding
                    its agreement  or  disagreement  with the
                    information contained in this report will
                    be filed by Form 8 when it is available.

                          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:  February 16, 1996        By:/s/Herbert J. Jaffe
                                Herbert J. Jaffe
                                President