UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEC FILE NUMBER
0-16819
FORM 12b-25
CUSIP NUMBER
635182 207
NOTIFICATION OF LATE FILING
(Check One): [X]Form 10-KSB [ ]Form 20-F [ ]Form 11-K [ ]Form 10-QSB
[ ]Form N-SAR
For Period Ended: December 31, 1995
[ ]Transition Report on Form 10-K
[ ]Transition Report on Form 20-F
[ ]Transition Report on Form 11-K
[ ]Transition Report on Form 10-Q
[ ]Transition Report on Form N-SAR
For the Transition Period
Ended:__________________________________________________________
___________________________________________________________________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification
relates:________________________________________________________
___________________________________________________________________________
PART I - REGISTRANT INFORMATION
NATIONAL CAPITAL MANAGEMENT CORPORATION
Full Name of Registrant
___________________________________________________________________________
Former Name if Applicable
50 California Street
Address of Principal Executive Office (Street and Number)
San Francisco, CA 94111
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-
25(c)has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reason why Form 10-K, 20-F, 11-K, 10-
Q, N-SAR, or the transition report or portion thereof could not be filed
within the prescribed time period.
The Registrant has a limited number of staff involved in financial
management and reporting. This, combined with the sale of Appletree
Townhouses on April 1, 1996 and the discontinuance of two divisions during
1995, has resulted in a significant number of financial transactions and
delay in preparing the Annual Report.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Herbert J. Jaffe (415) 989-2661
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
[X]Yes [ ]No
___________________________________________________________________________
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[X]Yes [ ]No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
___________________________________________________________________________
NATIONAL CAPITAL MANAGEMENT CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 28, 1996 By:/s/ Herbert J. Jaffe
Herbert J. Jaffe, President
<PAGE>
Attachment IV (3)
The Registrant discontinued two divisions during 1995, the industrial
products division and real estate division. The Registrant anticipates a
increase in revenues from continuing operations for the twelve months ended
December 31, 1995 from the year ended December 31, 1994 of approximately $6
million resulting from the expansion of the National Capital Benefits Corp.
In addition, the Registrant anticipates that the loss from continuing
operations will decrease from a loss of $2,538,000 for the year ended
December 31, 1994 and a loss of approximately $1,828,000 for the year ended
December 31, 1995, resulting from the expansion of National Capital
Benefits Corp. and the reduction of corporate general and administrative
expenses. The Registrant anticipates that the loss from discontinued
operations for the industrial products division will increase from a loss
of $291,000 for the year ended December 31, 1994 to a loss of approximately
$1,018,000 for the year ended December 31, 1995 resulting from the sale of
Jensen Corporation during November and recording a reserve of $1,000,000 on
the notes receivable relating to the sale. The Registrant anticipates the
gain from discontinued operations for the real estate division will
decrease from a gain of $1,887,000 for the twelve months ending December
31, 1994 to a gain of approximately $710,000 for the year ended December
31, 1995 resulting from the sale of two real properties during 1994 and one
real property during 1995. The Registrant anticipates the net loss will
increase from $942,000 during the year ended December 31, 1994 to
approximately $2,135,000 for the twelve months ended December 31, 1995.
