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, 1997
     
                             or
     
     [    ] Transition Report Pursuant to Section 13 or 15(d) of the Securities 
            Exchange Act of 1934
     
     From 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 Number)
     incorporation or organization)
     
     520 Madison Avenue    New York          NY         10022                 
     (Address of principal executive offices)         (Zip Code)
     Registrant's telephone number, including area code   (212) 980-3883      
     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 Section 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                         1,673,190             
           Class                        Outstanding at August 1, 1997
<PAGE>
                    NATIONAL CAPITAL MANAGEMENT CORPORATION
                                  FORM 10-QSB



                                    INDEX 
         
     
     
                                                               PAGE   
     
     PART I.  FINANCIAL INFORMATION
       Consolidated Balance Sheets as of June 30, 1997 and
         December 31, 1996                                       3
       Consolidated Statements of Operations for the three
         and six months ended June 30, 1997 and 1996             4
       Consolidated Statement of Shareholders' Equity for
         the six months ended June 30, 1997                      5
       Consolidated Statements of Cash Flows for the six
         months ended June 30, 1997 and 1996                     6
       Notes to Consolidated Financial Statements             7-11
     
     ITEM II. Management's Discussion and Analysis of
                Financial Condition and
                Results of Operations                        12-13
     
     PART II - OTHER INFORMATION
     Item 1.  Legal Proceedings                                 14
     Item 2.  Changes in Securities                             14
     Item 3.  Defaults Upon Senior Securities                   14
     Item 4.  Submission of Matters to a Vote of
              Security Holders                                  14
     Item 5.  Other Information                                 14
     Item 6.  Exhibits and Reports on Form 8-K                  14
              Signatures                                        15
     
                              2
<PAGE>
<TABLE>
     
                    NATIONAL CAPITAL MANAGEMENT CORPORATION
                           CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                    June 30,    December 31,
                                                     1997           1996    
         ASSETS                                   (Unaudited)    (Audited)
         ------                                   ----------   -------------
     <S)                                          <C>          <C>
     Cash and cash equivalents                    $  387,398   $   651,346
     Accounts receivable                              26,166        18,240
     Notes receivable                                713,685       813,650
     Property and equipment, less accumulated
       depreciation of $67,578 and $63,198 at
       June 30, 1997 and December 31, 1996,
       respectively                                   37,253       41,633
     Net assets of discontinued operations -
       Real Estate Segment                         1,849,350     1,849,296
       Viatical Settlements Segment                  350,557       375,529
     Other assets                                     36,225        36,225
                                                 -----------    ----------
     
     Total assets                                $ 3,400,634   $ 3,785,919
                                                 ===========   ===========
</TABLE>
     
        LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<S>                                              <C>           <C>
     
     Accounts payable and accrued expenses       $    96,301    $   268,369
     Common stock repurchase obligation                -            100,000
                                                 -----------    -----------
     
     Total liabilities                                96,301        368,369
     
     Shareholders' equity:
       Preferred stock, $0.01 par value,
         3,000,000 shares authorized, no shares
         issued and outstanding                        -              -     
       Common stock, $0.01 par value, 6,666,666
         shares authorized, 1,813,056 shares
         issued, 1,673,190 outstanding                16,732         16,732
       Additional paid-in capital                 23,125,123     23,125,123
       Accumulated deficit                       (19,663,305)   (19,550,088)
       Treasury stock, 139,866 shares at
         June 30, 1997 and December 31, 1996        (174,217)      (174,217)
                                                 -----------    -----------
     
     Total shareholders' equity                    3,304,333      3,417,550
                                                 -----------    ----------- 
     Total liabilities and
       shareholders' equity                      $ 3,400,634    $ 3,785,919
                                                 ===========    ===========
          
See accompanying notes.
                                         -3-
</TABLE>
<PAGE>
<TABLE>
                   NATIONAL CAPITAL MANAGEMENT CORPORATION
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (UNAUDITED)
<CAPTION>     
    
                                  Three months ended     Six Months Ended  
                                        June 30,              June 30,     
                                     1997        1996      1997       1996  
                                 ----------  ----------  --------   --------
<S>                              <C>        <C>         <C>        <C>
     Income (expense):
       Other income              $ 424,732  $   76,382  $ 488,582  $ 134,254
       Corporate administrative
         expense                  (100,265)    (98,645)  (430,061)  (182,969)
     
     Net income (loss) from
       continuing operations
       before tax                  324,467     (22,263)    58,521    (48,715)
     
     Provision for income taxes      -            -          -          -   
                                 ---------  ----------   --------   --------
     
     Net income (loss) from
       continuing operations
       after tax                  324,467      (22,263)    58,521    (48,715)
                                 --------   ----------   --------   --------
     Discontinued operations:
       Net operating income
       (loss):
         Viatical settlements
           (Note 2)               (65,216)    (631,245)  (153,376)  (885,637)
         Real estate segment
           (Note 3)                   929      (19,902)   (18,362)  (116,890)

     Net gain on disposal of:
       Real estate segment
         (Note 3)                    -         373,551       -       373,551
                                 --------   ----------   --------   --------
     Net loss from discontinued
       operations                 (64,287)    (277,596)  (171,738)  (628,976)
                                ---------   ----------  ---------  ---------
     Net income (loss)          $ 260,180   $ (299,859) $(113,217) $ (677,691)
                                =========   ==========  =========  ==========
     Net income (loss) from
       continuing operations
       per share                     $.19        $(.01)     $ .03       $(.03)
     
     Net loss from discontinued
      operations per share           (.04)        (.17)      (.10)       (.38)
                                     ----        -----      -----       -----
     
     Net income (loss) per share     $.15        $(.18)     $(.07)      $(.41)
                                     ====        =====      =====       =====
     
     Average number of shares
       outstanding             1,673,190     1,650,524  1,673,190  1,650,524
                               =========     =========  =========  =========

See accompanying notes.
                                          -4-
</TABLE>
<PAGE>
<TABLE>
     
                      NATIONAL CAPITAL MANAGEMENT CORPORATION
                     CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                        FOR THE SIX MONTHS ENDED JUNE 30, 1997
                                     (UNAUDITED)
<CAPTION)
                         
                              Additional                           Total     
                     Common     Paid-in   Accumulated  Treasury  Shareholders' 
                      Stock     Capital     Deficit      Stock      Equity     
                    -------  ----------- ------------  ---------   ----------
<S>                 <C>      <C>         <C>           <C>        <C>
Balances at
 December 31, 1996  $16,732  $23,125,123 $(19,550,088) $(174,217) $3,417,550

Net loss               -          -          (113,217)     -        (113,217)
                    -------  ----------- ------------  ----------  --------- 
Balances at
 June 30, 1997      $16,732  $23,125,123 $(19,663,305) $(174,217)  $3,304,333
                    =======  =========== ============  =========   ==========
     
 See accompanying notes.
                                   -5-
</TABLE>
<PAGE>
<TABLE>
     
                   NATIONAL CAPITAL MANAGEMENT CORPORATION
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
<CAPTION>
                                                         For the Six Months   
                                                                Ended          
                                                               June 30,        
                                                          1997      1996   
                                                        --------  --------- 
<S>                                                     <C>       <C>
     Cash flows from operating activities:         
       Net loss                                        $(113,217) $ (677,691)
       Adjustments to reconcile net loss to net                          
         cash provided by (used in) operating
         activities:
            Depreciation                                   4,380       4,380
            Reserves and allowances on notes
              receivable                                 300,000        -     
            Changes in operating assets and
              liabilities:
                Decrease in accounts receivable           (7,926)    (71,923)
                Decrease in accounts payable
                  and accrued liabilities               (172,068) (1,089,519)
                                                       ---------  ----------
     Net cash provided by (used in)
       operating activities                               11,169  (1,834,753)
                                                       ---------  ----------
     Change in net assets of discontinued
       operations                                        (75,082)  2,212,097
                                                       ---------  ----------
     Cash flows from investing activities:
       Collections on notes receivable                      -        360,960
       Issuance of note receivable                      (200,035) (1,301,205)
       Decrease in other assets                             -         (8,436)
                                                       ---------  ----------

     Net cash used in investing activities              (200,035)   (948,681)
                                                       ---------  ----------
   
     Decrease in cash and cash equivalents              (263,948)   (571,337)
     
     Cash and cash equivalents at                      
       beginning of period                               651,346     608,785
                                                       ---------  ----------
     Cash and cash equivalents at
       end of period                                   $ 387,398  $   37,448
                                                       =========  ==========
     
See accompanying notes.
                                        -6-
</TABLE>
<PAGE>

     
                    NATIONAL CAPITAL MANAGEMENT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           JUNE 30, 1997 AND 1996
                                  (Unaudited)
     
NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION
     
         The financial information for the three and six month periods ended
June 30, 1997 and 1996 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, 1997 are not necessarily indicative of the
results to be expected for a full year.  The consolidated balance sheet as
of December 31, 1996 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, 1996 Annual Report to
shareholders on Form 10-KSB as filed with the Securities and Exchange
Commission.
     
         National Capital Management Corporation ("NCMC" or the "Company") is
a holding company that currently is completing the orderly liquidation of
its discontinued operations, while seeking other acquisitions.
     
         Prior to 1995, the Company had been comprised of three distinctly
different operating businesses, the Viatical Settlement Segment, which was
operated through National Capital Benefits Corporation ("NCBC"), a wholly
owned subsidiary, the Real Estate Segment and the Industrial Products
Segment.  The Industrial Products Segment and Real Estate Segment were
discontinued in 1995.  The Viatical Settlement Segment was discontinued in
1996.
     
         Consolidation Principles
         ------------------------

         The consolidated financial statements include the accounts of the
Company and all of its majority-owned subsidiaries.  All significant inter-
company accounts and transactions have been eliminated in consolidation.
     
        Reclassifications
        -----------------

        Certain amounts as presented in prior year financial statements have
been reclassified to conform with the current period presentation.
     
        Recent accounting pronouncements
        --------------------------------
   
        In February 1997, the Financial Accounting Standards Board released
Statement of Financial Accounting Standards No. 128, "Earnings per Share"
("SFAS 128").  SFAS 128 changes the computational guidelines for earnings
per share information.  NCMC will adopt the provisions of SFAS 128 in
their December 31, 1997 consolidated financial statements.  SFAS 128 will
eliminate the presentation of primary earnings per share and replace it
with basic earnings per share.  Basic earnings per share differs from
primary earnings per share because common stock equivalents are not
considered in computing basic earnings per share.  Fully diluted earnings
per share will be replaced with diluted earnings per share.  Diluted
earnings per share is similar to fully diluted earnings per share, except
in determining the number of dilutive shares outstanding for options and
warrants, the proceeds that would be received upon the conversion of all
dilutive options and warrants are assumed to be used to repurchase the
Company's common shares at the average market price of such stock during
the period.  For fully diluted earnings per share, the higher of the
average market price or ending market price is used.  If SFAS 128 had been
in effect, the Company would have reported basic earnings per share of
$.25 and $.09  from continuing operations and $(.04) and $(.10) from
discontinued operations for the three and six months ended June 30, 1997.
Diluted earnings per share is not presented because, in the event of a
loss, common stock equivalents are anti-dilutive.
     
     
                                 -7-
<PAGE>
NOTE 2 - DISCONTINUED OPERATIONS - VIATICAL SETTLEMENTS
     
         The results of the Viatical Settlements Segment have been reported
separately as discontinued operations in these consolidated statements of
operations.  Prior period financial statements have been restated to
present the Viatical Settlements Segment as a discontinued operation.
   
         In December 1996, the Company decided to discontinue the operations of
the Viatical settlement business.  The Company reduced its staff and expects
that the remaining personnel will administer the orderly liquidation of
its existing portfolio.  It is expected that this process will take
several years.  The Company established a valuation reserve, which is
adjusted quarterly, against accrued policy revenues and purchased policy
costs which represents the estimated expected loss on holding the
remaining policies to maturity in order to reflect management's estimate
of the fair market value of the net assets.  The amount of the reserve was
determined based on projections of expected cash inflows from maturity and
reinsurance claims, and cash outflows for debt service and operating costs
during the portfolio administration process which is expected to take
several years.
     
        NCBC has an insurance contract with NCB Insurance Ltd. ("NCB"), a
wholly-owned subsidiary of NCBC, which automatically 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, through NCB, maintains a
participation in the residual 10%.
     
      The anticipated reinsurance recoveries represent a substantial element of
the cash flow projections used to determine the valuation reserve.  While
management expects full collection of reinsurance recoveries, these
recoveries from the sole reinsurance facility represent a significant
concentration of risk.
     
      Summarized below are the operations of the Company s Viatical Settlements
Segment for the three and six months ended June 30, 1997 and 1996.
<TABLE>
<CAPTION>
                                 For the three          For the six       
                                 months ended           months ended      
                                   June 30,                June 30,        
                               1997        1996         1997         1996   
                            ----------   ----------   ----------  ---------
     <S>                    <C>          <C>          <C>         <C>
     Revenue accrued and
       received             $1,323,903   $1,271,624   $2,785,624  $4,364,084
     Cost of insurance
       policies             (1,106,183)  (1,090,942)  (2,314,908) (3,712,265)
     Valuation reservee
       income (expense)         95,710       -           206,031       -     
                             ----------   ----------   ----------  ----------

     Earned discount           313,430      180,682      676,747     651,819
     Interest expense         (253,397)    (313,029)    (591,089)   (559,410)
                            ----------   ----------   ---------   ----------
     Earned discount after
      interest expense          60,033     (132,347)      85,658      92,409
     Selling and
       administrative
       expenses               (124,977)    (467,458)    (238,489)   (911,145)
     Depreciation and
       amortization               (272)     (31,440)        (545)    (66,901)
                             ---------   ----------   ----------  ----------

     Net loss               $  (65,216)  $ (631,245)  $ (153,376) $ (885,637)
                             ==========   ==========   ==========  ==========
</TABLE>
                                        -8-
<PAGE>
NOTE 2 - DISCONTINUED OPERATIONS - VIATICAL SETTLEMENTS (CONTINUED)
     
         The components of the Viatical Settlements Segment net assets from
discontinued operations in the consolidated balance sheet as of June 30.
1997 and December 31, 1996 are as follows:
<TABLE>
<CAPTION)
                                              June 30,      December 31,
                                                1997           1996    
                                            ------------   -------------
<S>                                         <C>            <C>
Purchased policy costs, less amortized
  policy costs of $16,162,603 and
  $13,847,695, respectively                 $ 6,120,198    $ 8,381,600
Valuation reserve                           (1,293,969)    (1,500,000)
Accrued policy revenues, less matured
  revenues valuation of $7,475,235 and
  $6,446,841, respectively                  11,796,695      9,893,007
Revolving credit facility                  (11,387,476)   (12,806,701)
Subordinated note payable                   (2,000,000)    (2,000,000)
Reinsurance liability                       (2,632,691)    (1,307,940)
Other, net                                    (252,200)      (284,437)
                                           -----------    -----------

                                           $   350,557    $   375,529
                                           ===========    ===========     
</TABLE>
NOTE 3 - 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 following is a description of the Company's disposal
activities:
     
         Appletree Townhouses:  The Company s wholly-owned subsidiary, Georgia
Properties, Inc. ("GPI"), received advances 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 1995 from the Company, in exchange for
an option to purchase Appletree Townhouses for $3,500,000, which was exercised
on March 31, 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 paid interest
from the date of sale at 8% per annum until it was paid in December 1996.  In
addition, the buyer was required to prepay $250,000 of this note on May 1,
1996, which was paid in April 1996.  A gain of $327,735, related to the
sale of this property and the liquidation of the Appletree Subsidiary, was
reported in the year ended December 1996.
     
         The results of the Real Estate Segment have been reported separately as
discontinued operations in these consolidated statements of operations.  
     
         Summarized below are the operations of the Company s Real Estate
Segment For the three and six months ended June 30, 1997 and 1996:
<TABLE>
<CAPTION>                                                  
                                    For the three        For the six
                                     months ended        months ended   
                                      June 30,            June 30,
                                   1997      1996        1997      1996  
                                 --------  --------    --------  --------
<S>                              <C>       <C>         <C>       <C>     
Total revenues                   $262,210  $269,639    $516,475  $786,977
Costs and expenses:
  Operations and maintenance      134,395   143,500     276,843   443,741
  Property taxes and
    insurance                      19,716    22,833      39,432    90,221
  Depreciation and
    amortization                   73,500    75,534     147,000   220,421
  Net interest                     26,242    31,386      53,147   122,454
  Corporate administrative
    expenses                        7,428    16,288      18,415    27,030
  Total costs and expenses       (261,281) (289,541)   (534,837) (903,867)
                                 --------  --------    --------  --------

Net income (loss)                $    929  $(19,902)   $(18,362) $(116,890)
                                 ========  ========    ========  =========
</TABLE>
                                     -9-
<PAGE>
     
NOTE 3 - DISCONTINUED OPERATIONS - REAL ESTATE SEGMENT (CONTINUED)
     
         The components of the Real Estate Segment net assets from discontinued
operations in the consolidated balance sheet as of June 30, 1997 and
December 31, 1996 are as follows:
<TABLE>
<CAPTION>
                                                   June 30,   December 31,
                                                     1997         1996    
                                                  ----------  ------------  
<S>                                               <C>          <C>
Rental properties, less
   accumulated depreciation
   of $1,310,173 and $1,163,173,
   respectively                                   $3,008,606   $3,116,778
 Mortgage note payable                            (1,179,111)  (1,239,914)
 Accounts payable                                    (69,095)     (73,773)
 Other, net                                           88,950       46,205
                                                  ----------   ----------

                                                  $1,849,350   $1,849,296
                                                  ==========   ==========     
</TABLE>
NOTE 4 - DISCONTINUED OPERATIONS - INDUSTRIAL PRODUCTS SEGMENT
     
         The Industrial Products Segment was discontinued during 1995.  It
consisted of the Company s wholly-owned subsidiary, Jensen Corporation
("Jensen"), which manufactured and distributed machinery used primarily by
commercial laundries, large institutions and hotels as well as commercial
compactor products for waste disposal.  On November 10, 1995, the Company
sold 100% of the common stock of 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, as amended May 16, 1997 $500,000 of payments, of all notes
(see below).
     
        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.  These notes are
guaranteed by AMKO International B.V.
     
        The $1,311,000 note, as amended May 16, 1997, bears interest at 8.5%
per annum and is payable in varying installments with the balance due in April
1998 unless extended as indicated below.  The $765,000 note, as amended
May 16, 1997, bears interest at 8.5% per annum and is payable in varying
installments with the balance due in April 1998 unless extended as
indicated below.  The $337,650 note, as amended May 16, 1997, bears
interest at 8.5% per annum and is payable in varying installments with the
balance due in April 1998 unless extended as indicated below.

        The Company advanced $198,000 to AMKO during February and March 1997, of
which $82,500 was repaid.  The balance was a Demand Note with interest at
12% per annum.  This note was also guaranteed by AMKO International.  As
of June 30, 1997 this note was paid in full.
     
        In accordance with the May 16, 1997 amendment, the notes may be extended
until April 1999, if AMKO prepays $500,000 on or before April 1, 1998.  If
extended, the interest rate on all of the notes will increase to 12%.  The
Company has charged AMKO a fee of $200,000 in  conjunction with the latest
amendment.  The fee was paid on May 16, 1997. 
     
        The Company loaned Jensen an additional $200,000 in conjunction with the
May 16, 1997 modification.  This note bears interest at 8.5% and matures
simultaneously with the other notes.
     
         
                                    -10-
<PAGE>
NOTE 4 - DISCONTINUED OPERATIONS - INDUSTRIAL PRODUCTS SEGMENT (CONTINUED)
     
         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 June 1997, AMKO had paid principal of
$450,000, and the Company agreed to a $50,000 reduction in the face amount
of the $1,311,000 note to settle certain contract disputes.  The Company
has a reserve of $1,450,000 for these notes as of June 30, 1997.  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.

     
                                 -11-
<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, 1997 and of the results of
operations for the Company for the three and six months ended June 30,
1997 and 1996, 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, 1996 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 2 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 treatment
for terminal illnesses; dependence on medical consultants and an ability to
predict life expectancy; the Company's ability to execute its business
plan, and the ability to collect reinsurance recoveries from a single
reinsurance facility. 
     
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Company to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period.  Actual results could differ significantly
from those estimates.
     
Material estimates that are particularly susceptible to significant change
in the near term relate to the determination of the valuation reserve
against accrued policy revenues and the cost of purchased policies and the
collectibility of notes receivable. 
     
While the Company is managing the administration of the collection of the
portfolio of life insurance policies and the orderly liquidation of its
real estate, management continues to seek other acquisitions.
     
Accounting for long-lived assets
--------------------------------
     
For the six months ending June 30, 1997 and calendar year December 31,
1996, the Company has applied SFAS 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", and
determined that certain adjustments for impairment were required.  In
addition to the write-down of several assets of the Company, a valuation
reserve was established against accrued policy revenues and the cost of
purchased policy costs in order to reflect management's estimate of the
fair market value of the net assets (Note 2).
      
                                    -12-
<PAGE>
     
The accuracy of the valuation reserve established by the Company (Note 2)
is directly related to NCBC s assumptions regarding the remaining life
expectancy of terminally ill individuals.  While NCBC believes that its
estimate of life expectancy, and the related valuation reserve will
approximate actual experience, given the inherent scientific uncertainty
of such estimates, including the potential impact of recently announced
medical treatments that might extend life expectancies, there can be no
assurance that these policies will mature in accordance with management's
estimates.  Therefore, the Company established a $1,500,000 valuation
reserve against accrued policy revenues and purchase policy costs during
1996, which is adjusted quarterly.  The amount of the reserve was
determined based on projections of expected cash inflows from maturity and
reinsurance claims, and cash outflows for debt service and operating costs
during the portfolio administration process which is expected to take
several years (Note 2).
     
Financial condition and liquidity
---------------------------------
     
The Company's cash decreased from $651,346 as of December 31, 1996 to
$387,398 at June 30, 1997, principally as a result of financing operating
activities, payment of $100,000 in conjunction with a common stock
repurchase obligation, and a net $200,035 demand loan to Jensen
Corporation (Note 4).  
    
Other than in its Viatical Settlement subsidiary, the Company does not
have any existing general credit facilities to fund its ongoing working
capital requirements.  These lending facilities were recently amended in
light of management's decision to discontinue the Viatical Settlement
Business and liquidate the portfolio.
     
Results of operations
---------------------
     
The Company decided to discontinue its Viatical Settlement Business in
December 1996.
     
In light of the foregoing, the Company ceased purchasing insurance
policies from individuals.  The Company may, however, seek the purchase of
a portfolio of life insurance policies to the extent each of the policies
in such a bulk purchase is within the guidelines set forth in the
reinsurance agreements with NCBC.  As previously announced, NCBC has
restructured its organization and reduced its office staff to one person. 
Management anticipates that the remaining staff, as well as NCMC
management, will manage NCBC's existing portfolio of approximately $19.5 
million of insurance policies.  Management estimates that the
administration of these policies will take several years.
     
During the three and six months ended June 30, 1997, approximately
$288,000 and $1,028,000 of life insurance policies matured, respectively,
as compared to $777,400 and $2,608,200 for the same periods last year.
   
The recognition of earned discount and the ultimate profitability
associated with purchased insurance policies is directly related to NCBC's
assumptions regarding the remaining life expectancy of terminally ill
individuals.  Such estimates were made when the insurance policy was
purchased based upon facts and circumstances then known. While NCBC
believes that its estimate of life expectancy, and the related recognition
of earned discount will closely approximate actual experience, given the
inherent scientific uncertainty of such estimates, including the potential
impact of recently announced medical treatments that might extend life
expectancies, there can be no assurance that these policies will mature in
accordance with management s estimates. Therefore, the Company established
a $1,500,000 valuation reserve against accrued policy revenues and
purchase policy costs, as stated on the balance sheet, during 1996, and as
adjusted during the six months ended June 30, 1997.  The amount of the
reserve was determined based on projections of expected cash inflows from
maturity and reinsurance claims, and cash outflows for debt service and
operating costs during the portfolio administration process which is
expected to take several years (Note 2).
     
The Company increased its reserve during the quarter against notes
receivable by $100,000 to reflect the collectibility of these notes.
    

                                    -13-
<PAGE>
                        PART II - OTHER INFORMATION
     
     
ITEM 1.  LEGAL PROCEEDINGS
         Not applicable
     
ITEM 2.  CHANGES IN SECURITIES
         Not applicable
     
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
         Not applicable
     
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         Not applicable
     
ITEM 5.  OTHER INFORMATION
            
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         (a)  Exhibits
         10.14.1   Second modification of Loan Agreement by and between
                   Bank One Columbus NA and National Capital Benefits Corp.
                   and National Capital Management Corporation dated
                   February 7, 1997.
         (b)  Reports on Form 8-K
              The Company filed a Form 8-K dated April 2, 1997 relating to
              the discontinuation by NCBC of purchasing life insurance
              policies, and the renegotiation of the NCBC loan arrangement.
      
                                      -14-
<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
     
     
     
     
Dated:                                       By:                             
                                                John C. Shaw
                                                Chief Executive Officer
     
                                                               
     
     
     
                                             By:                                
                                                John C. Shaw
                                                Chief Financial Officer    


                                   -15-