NATIONAL CAPITAL MANAGEMENT CORP
8-K/A, 1995-11-17
REAL ESTATE INVESTMENT TRUSTS
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                           FORM 8
                              
                        UNITED STATES
                              
             SECURITIES AND EXCHANGE COMMISSION
                              
                   WASHINGTON, D.C. 20549
                              
                              
             AMENDMENT TO APPLICATION OR REPORT

      Filed pursuant to Section 12, 13 or 15(d) of the
               Securities Exchange Act of 1934



       National Capital Management Corporation
   (Exact name of registrant as specified in its charter)
                       AMENDMENT NO. 1


The undersigned registrant hereby amends the following items,
financial  statements,  exhibits or  other  portions  of  its
Current  Report on Form 8-K, dated November 10, 1995  as  set
forth in the pages attached hereto:


       Item 7.  Financial Statements and Exhibits

            Adding  accountant's  letter  to  Item  7.(c)(16)
       which  was not previously filed under Item 7. of  Form
       8-K.


  Pursuant to the requirements of the Securities Exchange Act
of  1934, the registrant has duly caused this amendment to be
signed  on  its  behalf  by  the  undersigned  hereunto  duly
authorized.


                           NATIONAL CAPITAL
                           MANAGEMENT CORPORATION
                                (Registrant)


Date:  November 17, 1995        By:/s/ Leslie A. Filler
                                Leslie A. Filler
                                Principal Financial Officer and
                                Principal Accounting Officer


Ernst & Young LLP   Suite 400                   Phone  510 977 2900
                    2175 North California Blvd.
                    Walnut Creek
                    California 94596-3579



November 16, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We  have read Item 4 of Form 8-K dated November 16, 1995, of
National Capital Management Corporation and are in agreement
with the statements contained in paragraphs 4.(a)(1)(i),(ii)
and  the first sentence of (v)(A) therein.  We have no basis
to agree or disagree with other statements of the registrant
contained therein.

Regarding the registrant's statement concerning the lack  of
internal  control to prepare financial statements,  included
in the first sentence of paragraph 4.(a)(1)(v)(A) on page  1
therein,  we  had considered such matter in determining  the
nature,  timing  and extent of procedures performed  in  our
audit of the registrant's 1994 financial statements.


                                        /s/ERNST & YOUNG LLP



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