NATIONAL CAPITAL MANAGEMENT CORP
10-C, 1995-07-17
REAL ESTATE INVESTMENT TRUSTS
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                               UNITED STATES
                                     
                    SECURITIES AND EXCHANGE COMMISSION
                                     
                          WASHINGTON, D.C. 20549
                                     
                                     
                                 FORM 10-C
                                     
              REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                       INTERDEALER QUOTATION SYSTEM

Filed  pursuant  to Section 13 or 15(d) of the Securities Exchange  Act  of
1934 and Rule 13-a-17 or 15d-17 thereunder

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

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

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


                 I. CHANGE IN NUMBER OF SHARES OUTSTANDING

   Indicate  any change (increase or decrease) of 5% or more in the  number
   of shares outstanding:
   1. Title of security    Common Stock
   2. Number of shares outstanding before the change     5,009,257
   3. Number of shares outstanding after the change      1,650,524
   4. Effective date of change  July 11, 1995
   5. Method of change:
      Specify  method (such as merger, acquisition, exchange, distribution,
      stock  split, reverse split, acquisition of stock for treasury, etc.)
      Reverse split
      Give  brief  description of transaction     Pursuant to the  approval
      of  the  stockholders on June 28, 1995, the Registrant implemented  a
      reverse  stock  split which was effective on July 11,  1995,  whereby
      each  three  shares of Common Stock was converted into one  share  of
      Common  Stock.  If any fractional shares results from the conversion,
      the  Registrant shall pay in cash to the respective holders  of  such
      fractions the fair value of such fractions.


                       II. CHANGE IN NAME OF ISSUER

   1. Name prior to change
   2. Name after change
   3. Effective date of charter amendment changing name
   4. Date if shareholder approval of change, if required



Date      July  12, 1995                \s\ Leslie  A.  Filler
                                   By:   Leslie A. Filler
                                         Principal  Financial  Officer and
                                         Principal Accounting Officer



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