NATIONAL CAPITAL MANAGEMENT CORP
10QSB, 1996-08-21
SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY)
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          SECURITIES AND EXCHANGE COMMISSION

                 WASHINGTON, DC 20549

                     FORM 10-QSB

[ X ]      Quarterly Report Pursuant to Section  13  or
     15(d) of the Securities Exchange Act of 1934

For the period ended June 30, 1996

                          or

[   ]      Transition Report Pursuant to Section 13  or
     15(d) of the Securities Exchange Act of 1934

For the transition period from                to

Commission file number 0-16819

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

          Delaware                      94-3054267
(State  or  other  jurisdiction  of     (I.R.S.Employer
Identification
incorporation or organization)      Number)

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, former address and former fiscal year,  if
changed from last report

Check whether the issuer (1) filed all reports required
to  be  filed by Section 13 or 15(d) of the  Securities
Exchange  Act  during the past 12 months (or  for  such
shorter period that the registrant was required to file
such  reports), and (2) has been subject to such filing
requirements for the past 90 days.
               Yes   X          No
  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
     PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check  whether  the registrant has filed all  documents
and reports required to be filed by Sections 12, 13  or
15(d)  of  the  Exchange Act after the distribution  of
securities under a plan confirmed by a court.
               Yes              No
         APPLICABLE ONLY TO CORPORATE ISSUERS
State  the number of shares outstanding of each of  the
issuer's  classes of common equity, as  of  the  latest
practical date.
         Common                   1,650,524
         Class           Outstanding at August 9, 1996
<PAGE>
PART 1.  FINANCIAL INFORMATION

      NATIONAL CAPITAL MANAGEMENT CORPORATION
            CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                        
                                                       June 30,   December 31,
                                                        1996          1995
<S>                                                 <C>           <C>
ASSETS                                                                  
Cash                                                $     76,141  $    634,892
Restricted cash                                          120,000       120,000
Accounts receivable                                      123,999        39,730
Notes and subscription receivable                      2,353,895     3,413,650
Accrued insurance proceeds                             7,278,898     5,467,122
Purchased insurance policies                          10,500,136     7,977,044
Property and equipment, less accumulated                                                  
 depreciation of $73,050 and $65,400 at                                       
 June 30, 1996 and December 31, 1995, respectively        74,604        82,254
Net assets of discontinued operations -                                       
 Real estate segment                                   1,729,221     3,051,277
Deferred financing costs                                 254,167       305,000
Other assets                                             237,860       253,531
Total assets                                        $ 22,748,921  $ 21,344,500
                                                                              
LIABILITIES AND SHAREHOLDERS' EQUITY                                          
Accounts payable and accrued expenses               $    975,066  $  1,770,789
Revolving credit facility                             12,998,665     9,570,830
Advances due affiliates                                     --         500,000
Subordinated note payable                              2,000,000     2,000,000
Finder's fee payable                                     100,000       150,000
Total liabilities                                     16,073,731    13,991,619
Common stock repurchase obligation                       175,000       175,000
Shareholders' equity:                                                         
 Preferred stock, $0.01 par value, 3,000,000 shares                           
  authorized, no shares issued or outstanding               --             --
 Common stock, $0.01 par value, 6,666,666 shares                              
  authorized, 1,790,390 shares issued                     17,904        17,904
 Additional paid-in capital                           23,123,951    23,123,951
 Accumulated deficit                                 (16,417,448)  (15,739,757)
 Treasury stock, 139,866 shares at                                            
  June 30, 1996 and December 31, 1995                   (224,217)     (224,217)
Total shareholders' equity                             6,500,190     7,177,881
Total liabilities and shareholders' equity          $ 22,748,921  $ 21,344,500
</TABLE>
<PAGE>

 NATIONAL CAPITAL MANAGEMENT CORPORATION
 CONSOLIDATED STATEMENTS OF OPERATIONS
         (Unaudited)
<TABLE>
<CAPTION>
                                For the Three Months      For the Six Months
                                   Ended June 30             Ended June 30
                                 1996         1995         1996          1995

<S>                          <C>          <C>          <C>          <C>
Revenue accrued and
 received                    $ 1,271,624  $ 1,151,084  $ 4,364,084  $ 1,834,466
Cost of insurance policies     1,090,942      980,340    3,712,265    1,587,606
Earned discount                  180,682      170,744      651,819      246,860
Interest expense                 313,029      158,314      559,410      232,823
Earned discount after                                                
 interest expense               (132,347)      12,430       92,409       14,037
Selling and administrative       398,811      316,476      767,003      644,584
Depreciation and amortization     31,260       28,735       66,901       88,647
Loss from continuing
 operations before other
 income and expense             (562,418)    (332,781)    (741,495)    (719,194)
Other (income) expense:                                                        
 Corporate administrative
  expense                        180,306      191,073      354,190      406,790
 Interest income                 (80,057)     (12,520)    (146,436)     (19,929)
 Other income                     (9,159)      (1,313)     (14,897)      (6,313)
Loss from continuing                                                           
 operations before
 income taxes                   (653,508)    (510,021)    (934,352)  (1,099,742)
Income taxes                         --           --           --           --
Net loss from continuing                                                       
 operations                     (653,508)    (510,021)    (934,352)  (1,099,742)
Discontinued operations:                                                       
 Net operating income (loss):                                                  
  Real estate segment            (19,902)     (73,991)    (116,890)    (135,826)
  Industrial products segment        --       (56,497)         --      (135,237)
 Net gain on sale of
  real estate properties         373,551          --       373,551          --
Net income (loss) from
 discontinued operations         353,649     (130,488)     256,661     (271,063)
Net loss                     $  (299,859) $  (640,509) $  (677,691) $(1,370,805)
Net loss from continuing
 operations per share        $     (0.40) $     (0.31) $     (0.57) $     (0.67)
Net income (loss) from                                                         
 discontinued operations                                                       
 per share                          0.21        (0.08)        0.16        (0.16)
Net loss per share           $     (0.19) $     (0.39) $     (0.41) $     (0.83)
Average number of shares                                                       
 outstanding                   1,650,524    1,651,989    1,650,524    1,652,919
</TABLE>
<PAGE>

   NATIONAL CAPITAL MANAGEMENT CORPORATION
    CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                 For the Six Months Ended
                                                         June 30,
                                                     1996       1995

<S>                                            <C>          <C>
Cash flows from operating activities:                                    
 Net loss                                      $  (677,691)  $(1,370,805)
 Adjustment to reconcile net loss to net cash                            
  provided by (used in) operating activities:                            
   (Income) loss from discontinued operations     (256,661)      271,063
   Depreciation and amortization                    66,901        88,647
   Earned discounts on insurance policies         (373,366)      (57,827)
 Changes in operating assets and liabilities:                            
   Decrease (increase) in accounts receivable      (84,269)    1,133,928
   Decrease in accounts payable                                          
    and accrued liabilities                       (795,723)      (69,295)
   Decrease in finders' fee payable                (50,000)      (50,000)
 Net cash provided by (used in)                                          
  operating activities                          (2,170,809)      (54,289)
 Net cash related to discontinued operations     1,578,717      (407,297)
Cash flows from investing activities:                                    
 Purchased insurance policies                   (6,569,702)   (2,970,215)
 Proceeds from maturities of insurance
  policies                                       2,608,200       808,000
 Additions to property and equipment                   --         (5,212)
 Increase in other assets                            7,253         6,295
 Net cash used in investing activities          (3,954,249)   (2,161,132)
Cash flow from financing activities:                                     
 Borrowings on revolving credit facility         6,036,035     2,887,343
 Repayments on revolving credit facility        (2,608,200)     (808,000)
 Addition to subordinated debt                   2,000,000           --
 Addition to note receivable                    (1,301,205)          --
 Repayment of notes receivable                     360,960           --
 Payments of advances due affiliates              (500,000)          --
 Acquisition of treasury stock                         --         (9,675)
 Net cash provided by financing activities       3,987,590     2,069,668
Decrease in cash and equivalents                  (558,751)     (553,050)
Cash and equivalents at beginning of period        634,892       671,022
Cash and equivalents at end of period          $    76,141  $    117,972
</TABLE>
<PAGE>                                                                         
               NATIONAL CAPITAL MANAGEMENT CORPORATION
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        June 30, 1996 AND 1995
                             (Unaudited)

NOTE 1

The  financial  information for the three and six  month  periods
ended  June  30, 1996 and 1995 presented in this Form 10-QSB  has
been  prepared  from the accounting records without  audit.   The
information  furnished  reflects all adjustments  (consisting  of
only  normal recurring adjustments) which are, in the opinion  of
management,  necessary for a fair statement  of  the  results  of
interim periods.  The results of operations for the three and six
months ended June 30, 1996 are not necessarily indicative of  the
results to be expected for a full year.  The consolidated balance
sheet  as  of  December  31, 1995 has been derived  from  audited
financial  statements.  This report should be read in conjunction
with  the  consolidated  financial  statements  included  in  the
Company's December 31, 1995 Annual Report to shareholders on Form
10-KSB as filed with the Securities and Exchange Commission.

Reverse Stock Split

Pursuant  to the approval of the stockholders on June  28,  1995,
the Company 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.   All
per share amounts have been adjusted to reflect the reverse stock
split on a retroactive basis.


NOTE 2

Purchased insurance policies are stated at amortized cost.  Costs
capitalized  include the purchase price paid to the  insured  (or
"viator"), and certain direct and indirect costs related  to  the
acquisition  of such policies.  The insurance policies  purchased
by  the  Company  have  been  issued  by  various  credit  worthy
insurance   carriers,  none  of  which  represent  a  significant
concentration of risk.  National Capital Benefits Corp. ("NCBC"),
a  majority-owned  subsidiary of the Company,  has  an  insurance
contract   with  NCB  Insurance  Ltd.  ("NCB"),  a   wholly-owned
subsidiary of NCBC, which provides for payment of 90% of the face
value  of  the policies purchased at a specified period  of  time
after  the  expected  maturity  date,  in  accordance  with   the
contract.   NCB,  in turn, has reinsured this risk  with  several
large, non-affiliated international reinsurance companies.   NCBC
retains the residual 10%.
<PAGE>
NOTE 2 (Continued)

Purchased  insurance  policies  and  accrued  insurance  proceeds
consist of the following:
<TABLE>
<CAPTION>
                                          June 30,    December 31,
                                            1996           1995
<S>                                    <C>            <C>
Costs paid to viator                   $ 13,972,197   $ 10,487,660
Other direct and indirect                                        
 acquisition costs                        1,008,557      1,051,510
Less amortized costs                     (4,480,618)    (3,562,126)
Total purchased insurance policies     $ 10,500,136   $  7,977,044
                                                                 
Accrued insurance proceeds             $  5,512,625   $  4,219,216
Insurance proceeds fully accrued:                                
 Not yet matured                          1,523,473      1,081,906
 Matured not yet received                   242,800        166,000
                                       $  7,278,898   $  5,467,122
</TABLE>
                                                                

NOTE 3

Appletree  Townhouses.   The Company's  wholly-owned  subsidiary,
Georgia Properties, Inc. ("GPI"), received a loan of $650,000  on
December 21, 1995 and an additional $500,000 on February 1,  1996
from the same individual that purchased The Mart Shopping Center,
in  exchange  for an option to purchase Appletree Townhouses  for
$3,500,000, which was exercised on April 3, 1996.

The  sales  price  of $3,500,000 consisted of the  aforementioned
advances  by  the  buyer totaling $1,150,000, assumption  of  the
existing first deed loan by the buyer in the amount of $1,048,795
and  a  purchase money note for the balance equal to  $1,301,205.
The  purchase money note bears interest from the date of sale  at
8%  per annum until it is due on December 31, 1996.  In addition,
the  buyer  prepaid $250,000 of this note during April  1996.   A
gain  of  approximately  $374,000 has been  reported  during  the
second quarter of 1996.


NOTE 4

Undeveloped  land, 2.8 acres.  The Company owns undeveloped  land
in    Ft.    Lauderdale,    Florida   which    is    zoned    for
commercial/industrial  use.   This  parcel  is  currently   under
contract to be sold for approximately $200,000 and is expected to
yield  $57,000  of  cash to the Company,  after  payment  of  the
related  mortgage debt and other costs, upon its scheduled  close
on   August  30,  1996.   The  Company  will  report  a  gain  of
approximately $200,000 during the third quarter of  1996  if  the
transaction closes under existing terms.

NOTE 5

Discontinued  Operations - Real Estate Segment.  On November  27,
1995,  the Company elected to discontinue operations of the  Real
estate  Segment  to  concentrate  its  efforts  on  its  viatical
settlements business.

The  results  of  the  Real  Estate Segment  have  been  reported
separately  as  discontinued  operations  in  these  consolidated
statements of operations.  Prior period financial statements have
been   restated  to  present  the  Real  Estate  Segment   as   a
discontinued operation.

Summarized below are the operations of the Company's Real  Estate
Segment for the six months ended June 30, 1996 and 1995.
<TABLE>
<CAPTION>
                                        For the Six Months Ended
                                                  June 30,
                                              1996        1995

<S>                                     <C>          <C>
Total revenues                          $   786,977  $ 1,216,223  
Costs and expenses:                                               
 Operations and maintenance                 443,741      655,876  
 Property taxes and insurance                90,221      150,525  
 Depreciation and amortization              220,421      301,680  
 Net interest                               122,454      178,509  
 Corporate administrative expenses           27,030       65,459  
Total costs and expenses                    903,867    1,352,049  
Loss from operations                       (116,890)    (135,826)  
Income taxes                                    --           --   
Net loss                                $  (116,890) $  (135,826)  
</TABLE>
                                                                  
The  components  of  the  Real Estate  Segment  net  assets  from
discontinued operations in the consolidated balance sheet  as  of
June 30, 1996 and December 31, 1995 are as follows:
<TABLE>
<CAPTION>
                                              June 30,   December 31,
                                                1996        1995

<S>                                         <C>          <C>
Rental properties, less accumulated                                 
 depreciation of $1,017,173 and $1,758,246                           
 as of June 30, 1996 and December 31,                                
 1995, respectively                         $ 3,195,907  $ 6,481,587
Mortgage notes payable                       (1,430,519   (3,201,750)
Other, net                                      (36,167)    (228,560)
                                            $ 1,729,221  $ 3,051,277
</TABLE>
<PAGE>

NOTE 6

Discontinued  Operations  -  Industrial  Products   Segment.   On
November  10, 1995, the Company sold 100% of the common stock  of
Jensen   Corporation  ("Jensen"),  located  in  Fort  Lauderdale,
Florida  to  AMKO  USA,  Inc.  ("AMKO"),  an  affiliate  of  AMKO
International  B.V.  which  is  based  in  The  Netherlands,  for
$1,726,000.   The sale proceeds included cash of $415,000  and  a
promissory note receivable in the amount of $1,311,000  which  is
secured  by  Jensen's stock, accounts receivable  and  inventory.
The  $1,311,000  note  is  guaranteed in  its  entirety  by  AMKO
International   B.V.,   and   the  sole   shareholder   of   AMKO
International  B.V.  guaranteed the first $585,000  of  principal
payments.

AMKO also agreed to cause Jensen to pay to the Company a $765,000
obligation  in  the form of a note, which was loaned  to  Jensen,
$500,000  of which was prior to the sale and $265,000  which  was
simultaneous  with the sale, and an intercompany balance  payable
by  Jensen to the Company of $337,650, which are secured  by  the
assets of Jensen.  The first $765,000 of principal payments under
these notes are guaranteed by AMKO International B.V.

The  $1,311,000 note bears interest at 2% over the prime rate per
annum and is payable in varying installments with the balance due
on  June  1, 1997.  The $765,000 note bears interest at  10%  per
annum and is payable in varying installments with the balance due
on February 1, 1998.  The $337,650 note bears interest at 2% over
the  prime  rate per annum and is payable in varying installments
with the balance due on May 1, 1997.

The  Company  believes that the assets securing the three  notes,
and  the  operations  of Jensen as they now  exist,  may  not  be
sufficient to provide for payment of the notes.  The Company  has
limited  financial information concerning AMKO and the guarantors
of  the notes.  Consequently, no assurance can be given that  the
principal or interest due on the notes will be realized in  full.
As  of  August 9, 1996, AMKO had not paid its required  principal
payments  in  full.   The  Company  is  currently  in  continuing
discussion with AMKO to assure that AMKO will pay all amounts  in
arrears  and  make  future payments on a timely  basis.   In  the
interim, AMKO has made partial payments of $322,000 since January
1, 1996.  AMKO, in conjunction with these discussions, has raised
certain claims concerning the financial operations of the Company
prior  to  sale.  Management believes these claims have no  merit
and current discussions will resolve these issues satisfactorily.

The  Company provided a reserve of $1,000,000 as of December  31,
1995.   Based upon the guarantees and estimated liquidation value
of  Jensen's  assets which were pledged as collateral  for  these
notes, the Company believes that this reserve is adequate.

The results of the Industrial Products Segment have been reported
separately  as  discontinued  operations  in  these  consolidated
statements of operations.  Prior period financial statements have
been  restated to present the Industrial Products  Segment  as  a
discontinued operation.
<PAGE>
NOTE 6 (Continued)

Summarized  below are the operations of the Company's  Industrial
Products  Segment  for the three and six months  ended  June  30,
1995.
<TABLE>
<CAPTION>
                                        For the Three   For the Six
                                        Months Ended   Months Ended
                                        June 30, 1995  June 30, 1995
<S>                                      <C>            <C>
Total revenues                           $ 1,091,228    $ 1,995,190
Costs and expenses:                                                
 Cost of sales                               837,392      1,504,578
 Selling and administrative                  283,133        578,020
 Depreciation and amortization                 4,648          9,296
 Interest expense                              3,000          6,000
 Corporate administrative expenses            19,552         32,533
Total costs and expenses                   1,147,725      2,130,427
Loss from operations                         (56,497)      (135,237)
Income taxes                                     --             --
Net loss                                 $   (56,497)   $  (135,237)
</TABLE>
<PAGE>
               NATIONAL CAPITAL MANAGEMENT CORPORATION
                 MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF   FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The  following  is a discussion and analysis of the  consolidated
financial condition of the Company as of June 30, 1996 and of the
results  of  operations for the Company for  the  three  and  six
months ended June 30, 1996 and 1995, and of certain factors  that
may  affect  the  Company's prospective financial  condition  and
results  of  operations.  The following is  supplemental  to  and
should  be  read in conjunction with the Company's  December  31,
1995  Annual Report to shareholders on Form 10-KSB as filed  with
the   Securities  and  Exchange  Commission,  and  the  financial
information and accompanying notes beginning on page  1  of  this
report.

Information  contained in this discussion and  analysis  contains
"forward-looking statements" within the meaning  of  the  Private
Securities Litigation Reform Act of 1995, which can be identified
by  the use of forward-looking terminology such as "may", "will",
"expect", "plan", "anticipate", "estimate" or "continue"  or  the
negative  thereof  or  other  variations  thereon  or  comparable
terminology.   There  are certain important  factors  that  could
cause results to differ materially from those anticipated by some
of  these  forward-looking statements.  Investors  are  cautioned
that   all   forward-looking   statements   involve   risks   and
uncertainty.  The factors, among others, that could cause  actual
results  to  differ materially include:  cures  and  advances  in
medical  treatments for terminal illnesses; dependence on medical
consultants  and  an  ability  to predict  life  expectancy;  the
Company's  ability to execute its business plan; the availability
and cost of capital and competitive pressures on pricing for like
insurance policies.

FINANCIAL CONDITION AND LIQUIDITY

Although the Company has historically engaged in Real Estate  and
Industrial Products, since 1995 its primary focus has been  as  a
specialty  financial  service  company  that  provides   viatical
settlements   for  terminally  ill  persons.   The  Company   has
conducted  this  activity  through its wholly  owned  subsidiary,
National Capital Benefits Corporation.  A viatical settlement  is
the  payment of cash in return for an ownership interest in,  and
the  right  to receive the death benefit, or face value,  from  a
life  insurance  policy.   The  amount  paid  for  a  policy   is
determined by the Company based on various factors, including the
Company's estimate of the life expectancy of the insured and  the
estimated  premiums payable by the Company under the policy  over
the  expected  life  of  the insured.   Through  June  30,  1996,
approximately 88 percent of the policies purchased by the Company
have  insured persons with terminal illnesses related to Acquired
Immune Deficiency Syndrome ("AIDS").

Recently   announced  studies  indicate  that  certain   existing
medications and medications presently under development may, when
used  in  combination,  prolong the life  expectancy  of  persons
previously  diagnosed  with  AIDS.   This  treatment   has   been
generally  referred to by the media as the AIDS  "cocktail".   In
particular,  at  a  conference held in July  1996  in  Vancouver,
British  Columbia, a significant amount of attention was  focused
on  preliminary  positive results for  the  AIDS  cocktail.   The
conference as well as the media coverage regarding this treatment
has had a significant impact on the viatical settlement industry.
Certain  of  the Company's competitors have indicated  they  have
temporarily stopped the purchase of these types of policies.  The
Company's operations and financial results are dependent  on  the
ability  of  the  Company,  with the assistance  of  its  medical
advisors,  to  predict  accurately the  life  expectancy  of  the
insured  individual.  Life expectancy is a significant factor  in
the  Company's determination of the purchase price of  a  policy.
Since  a  large  percentage of the Company's  portfolio  involves
individuals  with  terminal  illnesses  related  to   AIDS,   the
development  of  a  treatment  of AIDS  which  extends  the  life
expectancy of such persons could materially reduce the  Company's
future  actual  yield  on its portfolio and materially  adversely
affect the Company's future performance.  The Company elected  to
modify  the  experience  modification factor  which  is  used  to
determine  accrued revenue and amortized costs and, as a  result,
reduced  the  current quarter's earned discount by  approximately
$189,000.

The  Company's cash decreased from approximately $755,000  as  of
December 31, 1995 to $196,000 at June 30, 1996, principally as  a
result of financing operating activities and a $500,000 repayment
of  affiliates loans, offset by the receipt of $750,000  relating
to  the sale of Appletree Townhouses and $181,000 relating to the
sale  of  Jensen  Corporation.  The Company's cash  position  has
decreased to $170,000 as of August 9, 1996, of which $120,000  is
restricted for use in the Viatical Settlement Division, resulting
from cash used to finance operating activities, offset by receipt
of  $100,000 relating to the sale of Jensen Corporation.   As  of
August  9,  1996, NCBC would have been able to borrow, under  the
terms of its revolving credit facility, an additional $769,000.

Other  than  in its Viatical Settlement Subsidiary,  the  Company
does not have any existing general credit facilities to fund  its
ongoing  working  capital requirements.   The  Company  may  seek
additional  financing through the issuance  of  securities  on  a
private   or   public  basis,  or  through  long  or   short-term
borrowings.

On  March 17, 1994, NCBC entered into a revolving credit facility
("Old Facility") with a credit limit of $10,000,000.  Interest on
borrowings  under the Old Facility was at 2% over a composite  of
several  large  bank prime rates or the rate  on  90  day  dealer
commercial  paper, whichever is higher, (10-3/4% at December  31,
1995),  and  was  subject to a commitment fee  of  .625%  on  the
average daily unused amount of the line.

Effective  as of December 29, 1995, NCBC entered into a revolving
credit  facility  ("Facility") with  a  credit  limit  of  up  to
$15,000,000,  which expires December 1998.  The proceeds  of  the
loan were utilized to repay the Old Facility with another lender.
The closing of the transaction was January 8, 1996.  The Facility
is  secured  by  all  the  assets of  NCBC,  including  purchased
insurance policies.  The Facility bears interest at 1/2% over the
lender's  prime rate or 2-7/8% over the 90 day London  Inter-Bank
Offer Rate ("Libor") at the option of NCBC (8-2/5% and 8-3/8%  at
June  30,  1996  and  December 31, 1995,  respectively),  and  is
subject  to a commitment fee of 1/4% on the average daily  unused
amount  of  the line.  Because the interest rate on the  Facility
adjusts  quarterly  based  on  Libor,  the  fair  value  of   the
borrowings under the Facility approximates the carrying amount.

Under  the  terms of the Facility, the lender will  loan  NCBC  a
specified  percentage  of  the cost  of  the  insurance  policies
purchased.   The insurance policies purchased by NCBC  must  meet
certain  underwriting criteria as established  in  the  Facility.
Repayment  of  outstanding  principal is  required  as  insurance
proceeds  from matured policies are collected.  As of  August  9,
1996, NCBC would have been able to borrow, under the terms of the
Facility, an additional $769,000.

NCBC  is  required  under the Facility to comply  with  covenants
relating to the maintenance of its business (including purchasing
a  minimum  level  of  insurance policies  quarterly),  insurance
coverage,  tangible net worth, and limitations on  dividends  and
payments  to  affiliates.  As of August  9,  1996,  NCBC  was  in
compliance with the Facility covenants.

In  addition,  as of December 29, 1995, NCBC issued a  $2,000,000
subordinated note (the "Note") bearing an interest  rate  of  14%
with  interest  payable  monthly in arrears.   The  note  is  due
December  31, 1998, and is secured by NCBC's purchased  insurance
policies,  subject  to  the  security  interest  granted  to  the
Facility lender.  The purchaser of the Note was granted a warrant
to acquire 12% of the common stock of NCBC (68 shares) at a price
of $1.47 per share.  The holder of the warrant can exercise a put
of  the  stock  to  NCBC under certain conditions.   The  warrant
expires December 31, 2000.

The  proceeds from issuing the Note were received on  January  8,
1996, and used to reduce the outstanding balance of the Facility.

On  July  29,  1994, NCBC entered into an agreement and  acquired
certain assets of CAPX Corporation ("CAPX"), including the rights
to  certain  service marks, trade names and proprietary  computer
software.  The purchase price of the assets was $125,000 and  the
issuance of 33,333 shares of the $.01 par value of NCMC's  common
stock,  which was valued at $5.25 per share, adjusted to  reflect
the  reverse stock split.  In addition, the agreement  which  was
amended  in  January 1996, provides that NCBC  will  pay  CAPX  a
commission  of up to .875% of all death benefits recognized  from
insurance  policies in its active portfolio as  of  December  31,
1995  and on policies purchased during the period January 1, 1996
to July 28, 1998.  As part of the agreement, NCMC was required by
CAPX  to  repurchase all of its shares at $5.25 per share  on  or
before  July  29, 1996.  The Company is currently  discussing  an
extension of the option with CAPX.

RESULTS OF OPERATIONS

During  the  three and six months ended June 30,  1996,  National
Capital  Benefits  Corp.  ("NCBC") had purchased  at  face  value
(including   those  in  escrow)  approximately   $4,093,000   and
$7,783,000 of policies, respectively.

During the three and six months ended June 30, 1996, $777,400 and
$2,608,200  of  policies  matured.  These  policies  had  related
direct  costs  of  $658,600 and $2,262,000, respectively,  and  a
corresponding   gross   profit   of   $118,800   and    $346,200,
respectively.   During the three and six months  ended  June  30,
1995,  $595,500 and $808,000 of policies matured.  These policies
had  related direct costs of $493,700 and $674,000, respectively,
and  a  corresponding  gross  profit of  $101,800  and  $134,000,
respectively.

NCBC  had  approximately $19.6 million  at  face  value  of  such
policies remaining in its portfolio at June 30, 1996.  Additional
gross  revenues  of $1,537,000 and $1,025,000  were  accrued  and
related  costs  of $1,450,000 and $952,000 were amortized  during
the  six  months  ended  June 30, 1996  and  1995,  respectively,
pursuant to NCBC's policy to accrete such revenue and costs  over
the  period from the purchase of the policy to the estimated date
of collection of the face value of the policy.

During  the  first  six  months of  1996,  as  a  result  of  its
significant   increase  in  purchased  policies,  NCBC's   earned
discount  increased to $652,000 during the first  six  months  of
1996  after the adjustment of the experience modification  factor
which  is  used to determine accrued revenue and amortized  costs
which  resulted  in a reduction to the current  quarter's  earned
discount  by  approximately $189,000.  This was  an  increase  in
earned discount of $247,000 during the first six months of  1995.
NCBC  incurred operating expenses of approximately  $767,000  and
$645,000 for the first six months of 1996 and 1995, respectively,
primarily  for  wages,  advertising,  promotion  and  travel  and
entertainment.
<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 thereunto duly authorized.

                           NATIONAL CAPITAL
                           MANAGEMENT CORPORATION


Date:  August 20, 1996     By:/s/ Herbert J. Jaffe
                           Herbert J. Jaffe
                           President



                           By:/s/ John C. Shaw
                           John C. Shaw
                           Principal Financial Officer and
                           Principal Accounting Officer


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENTS OF OPERATIONS
IN FORM 10QSB FOR THE PERIOD ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         196,141
<SECURITIES>                                         0
<RECEIVABLES>                                  123,999
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                         147,654
<DEPRECIATION>                                  73,050
<TOTAL-ASSETS>                              22,748,921
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
<COMMON>                                        17,904
                                0
                                          0
<OTHER-SE>                                   6,482,286
<TOTAL-LIABILITY-AND-EQUITY>                22,748,921
<SALES>                                              0
<TOTAL-REVENUES>                             4,364,084
<CGS>                                                0
<TOTAL-COSTS>                                3,712,265
<OTHER-EXPENSES>                             1,188,094
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             559,410
<INCOME-PRETAX>                              (934,352)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (934,352)
<DISCONTINUED>                                 256,661
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (677,691)
<EPS-PRIMARY>                                    (.41)
<EPS-DILUTED>                                        0
        

</TABLE>


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