SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q


                Quarterly Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

(Mark One)

[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the quarterly period ended September 30, 2003 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 1-6844
                       ------

                               CALPROP CORPORATION
             (Exact name of registrant as specified in its charter)

            California                                       95-4044835
----------------------------------                           -------------------
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                             Identification No.)

 13160 Mindanao Way, Suite 180, Marina Del Rey, California        90292
----------------------------------------------------------   -------------
  (Address of principal executive offices)                     (Zip Code)

  (Registrant's telephone number, including area code) (310) 306-4314

                                 Not Applicable
  (Former name, former address and former fiscal year, if changed since last
report.)

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 NO X

Number of shares outstanding of each of Registrant's classes of common stock, as
of December 19, 2003:

                                                             Number of Shares
Title of Each Class                                          Outstanding
                                                             ----------------
Common Stock, no par value                                      10,239,105
<PAGE>

                               CALPROP CORPORATION
                               -------------------

                                     Part I
                                     ------

                         Item 1 - Financial Information
                         ------------------------------

     Set forth is the unaudited quarterly report for the quarters ended
September 30, 2003 and 2002, for Calprop Corporation. The information set forth
reflects all adjustments which were, in the opinion of management, necessary for
a fair presentation.

<PAGE>

                               CALPROP CORPORATION
                               -------------------

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                                   (Unaudited)

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                     September 30,                December 31,
                                                                              2003                        2002
                                                                  -----------------           -----------------

<S>                                                                    <C>                         <C>
Investment in Real Estate (Notes 5 and 6)
  Real estate under development                                        $13,465,638                 $24,166,829
  Assets held for sale                                                   8,950,000                  11,214,659
                                                                  -----------------           -----------------
    Total investment in real estate                                     22,415,638                  35,381,488

Other Assets:
  Cash and cash equivalents                                              1,054,905                   3,444,541
  Deferred tax assets (Note 2)                                                                       6,535,343

  Other assets                                                             718,807                     713,574
                                                                  -----------------           -----------------
     Total other assets                                                  1,773,712                  10,693,458
                                                                  -----------------           -----------------

     Total assets                                                      $24,189,350                 $46,074,946
                                                                  =================           =================
</TABLE>


                                   (Continued)


   The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>

                               CALPROP CORPORATION
                               -------------------

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
                                   (Unaudited)

                 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
                 ----------------------------------------------

<TABLE>
<CAPTION>
                                                                     September 30,                December 31,
                                                                              2003                        2002
                                                                  -----------------           -----------------
Liabilites:
<S>                                                                     <C>                         <C>
  Liabilities of assets held for sale (Note 6)                        $  7,769,035                $  8,291,256

  Trust deeds and notes payable                                          6,387,610                  11,784,923
  Related-party notes                                                   14,258,709                  13,987,634
                                                                  -----------------           -----------------
     Total trust deeds, notes payable and related-party notes           20,646,319                  25,772,557
  Accounts payable and accrued liabilities                               1,835,012                   2,374,863
  Deposit                                                                                            2,000,000
  Warranty reserves                                                        694,600                     757,550
                                                                  -----------------           -----------------
     Total liabilities                                                  30,944,966                  39,196,226
                                                                  -----------------           -----------------

Stockholders' equity:
  Common stock, no par value
    Authorized - 20,000,000 shares
    Issued and outstanding - 10,239,105 and 10,235,305
    shares at September 30, 2003 and December 31, 2002,
    respectively                                                        10,239,105                  10,235,305
  Additional paid-in capital                                            25,850,776                  25,849,446
  Deferred compensation                                                    (28,600)                     (28,600)
  Stock purchase loans                                                    (543,734)                    (527,858)
  Accumulated deficit                                                  (42,273,163)                 (28,649,573)
                                                                  -----------------           -----------------
     Total stockholders' (deficit) equity                               (6,755,616)                   6,878,720
                                                                  -----------------           -----------------

                                                                      $ 24,189,350                $ 46,074,946
                                                                  =================           =================
</TABLE>


                                   (Concluded)

   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>

                               CALPROP CORPORATION
                               -------------------

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Three Months Ended                 Nine Months Ended
                                                                  September 30,                      September 30,
                                                         ------------------------------------------------------------------
                                                              2003              2002             2003             2002
                                                         ---------------   ---------------   --------------   -------------
<S>                                                          <C>              <C>              <C>             <C>
Development operations:
  Real estate sales                                          $5,569,748       $21,678,306      $17,734,926     $86,028,975
  Cost of real estate sales                                   5,597,084        22,626,112       18,037,389      86,129,000
                                                         ---------------   ---------------   --------------   -------------
Loss from development operations before recognition
  of impairment of real estate                                  (27,336)         (947,806)        (302,463)       (100,025)

Recognition of impairment of real estate under
 development                                                                   (2,639,468)      (4,686,150)     (4,471,693)
                                                         ---------------   ---------------   --------------   -------------
Loss from development operations                                (27,336)       (3,587,274)      (4,988,613)     (4,571,718)

Income from investment in real estate venture (Note 5)                                                             109,253

Other income:
  Gain on sale of investment in real estate venture
  (Note 5)                                                                                       2,000,000
  Interest and miscellaneous                                    174,254            88,646          306,907         339,827
  Management fee (Note 5)                                                          10,931                          218,113
                                                         ---------------   ---------------   --------------   -------------
Total other income                                              174,254            99,577        2,306,907         557,940

Other expenses:
   General and administrative                                   307,787           777,491        1,257,560       1,851,936
   Interest                                                     438,330           113,642        1,015,846         113,642
                                                         ---------------   ---------------   --------------   -------------
Total other expenses                                            746,117           891,133        2,273,406       1,965,578

Minority interests (Note 4)                                                                            764             235
                                                         ---------------   ---------------   --------------   -------------
Loss from continuing operations before provision
  for income taxes                                             (599,199)       (4,379,830)      (4,955,876)     (5,870,338)

Provision for income taxes (Note 2)                                                              6,535,343
                                                         ---------------   ---------------   --------------   -------------
Loss from continuing operations                                (599,199)       (4,379,830)     (11,491,219)     (5,870,338)

Discontinued operations (Notes 6 and 7):

   Loss from discontinued operations (including
     impairment of $841,549 and $2,183,865 for the
     three and nine months ended September 30, 2003            (594,143)         (329,222)      (2,132,371)       (331,111)
                                                         ---------------   ---------------   --------------   -------------
Loss from discontinued operations                              (594,143)         (329,222)      (2,132,371)     (6,201,449)
                                                         ---------------   ---------------   --------------   -------------
Net loss                                                    ($1,193,342)      ($4,709,052)    ($13,623,590)   ($ 6,201,449)
                                                         ===============   ===============   ==============   =============
</TABLE>


                                   (continued)

   The accompanying notes are an integral part of these financial statements.


                                        5
<PAGE>

<TABLE>
<S>                                                              <C>               <C>              <C>             <C>
Loss from continuing operations per common share - basic         ($0.06)           ($0.43)          ($1.12)         ($0.57)
                                                                 =======           =======          =======         =======
Loss from continuing operations per common share - diluted       ($0.06)           ($0.43)          ($1.12)         ($0.57)
                                                                 =======           =======          =======         =======
Loss from discontinued operations per common share - basic       ($0.06)           ($0.03)          ($0.21)         ($0.04)
                                                                 =======           =======          =======         =======
Loss from discontiinued operations per common share - diluted    ($0.06)           ($0.03)          ($0.21)         ($0.04)
                                                                 =======           =======          =======         =======
Net loss per common share - basic                                ($0.12)           ($0.46)          ($1.33)         ($0.61)
                                                                 =======           =======          =======         =======
Net loss per common share - diluted                              ($0.12)           ($0.46)          ($1.33)         ($0.61)
                                                                 =======           =======          =======         =======
</TABLE>


                                   (concluded)

   The accompanying notes are an integral part of these financial statements.


                                       6
<PAGE>

                               CALPROP CORPORATION
                               -------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                    Nine Months Ended
                                                                                      September 30,
                                                                              --------------------------------
                                                                                   2003            2002
                                                                              --------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                             <C>              <C>
     Net loss                                                                   ($13,623,590)    ($ 6,201,449)
     Adjustments to reconcile net loss to net cash provided
     by operating activities:
         Gain on sale of joint venture interest                                   (2,000,000)
         Minority interests                                                              764              235
         Recognition of impairment of real estate under development                4,686,150        4,471,693
         Recognition of impairment of rental property                              2,183,865
         Income from investment in real estate venture                                              (109,253)
         Loss on sale of property and equipment                                        1,312
         Depreciation and amortization                                               177,187           79,695
         Provision for  warranty reserves                                             45,000          237,105
         Deferred income taxes                                                     6,535,343
     Change in assets and liabilities:
         Other assets                                                                (92,118)         (46,665)
         Receivable from affiliates                                                                   783,276
         Accounts payable and accrued liabilities                                   (820,809)      (2,402,766)
         Warranty reserves                                                          (107,950)        (155,416)
        Additions to real estate under development                               (12,023,112)     (37,441,312)
        Cost of real estate sales                                                 18,037,389       86,129,000
        Accrued interest for executive stock purchase loans                          (15,876)         (16,077)
                                                                              --------------------------------
               Net cash provided by operating activities                           2,983,555       45,328,066

CASH FLOWS FROM INVESTING ACTIVITIES:
     Investment in rental property                                                    (5,680)
     Proceeds from sale of property and equipment                                      1,000
     Capital expenditures                                                             (6,140)         (14,611)
                                                                              -------------------------------
              Net cash used by investing activities                                  (10,820)         (14,611)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Borrowings under related-party notes                                            394,085        1,663,977
     Payments under related-party notes                                             (123,010)     (12,245,903)
     Borrowings under trust deeds and notes payable                               16,700,976       29,459,073
     Payments under trust deeds and notes payable                                (22,339,552)     (61,160,201)
     Repayment of stock purchase loans                                                                 30,748
     Common stock                                                                      5,130
                                                                              --------------------------------
               Net cash used in financing activities                              (5,362,371)     (42,252,306)
                                                                              --------------------------------
     Net (decrease) increase in cash and cash equivalents                         (2,389,636)       3,061,149
     Cash and cash equivalents at beginning of period                              3,444,541        2,079,471
                                                                              --------------------------------
     Cash and cash equivalents at end of period                                 $  1,054,905     $  5,140,620
                                                                              ================================
</TABLE>


                                   (Continued)

                     The accompanying notes are an integral
                       part of these financial statements


                                       7
<PAGE>

<TABLE>
<CAPTION>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
<S>                                                              <C>                <C>
     Cash paid (refunded) during the period for:
       Interest, net of amount capitalized                       $1,021,806         195,968
       Income taxes                                                ($55,998)       ($45,131)
</TABLE>


                                   (Concluded)

                     The accompanying notes are an integral
                       part of these financial statements


                                       8

<PAGE>


                               CALPROP CORPORATION
                               -------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                    PERIODS ENDED SEPTEMBER 30, 2003 AND 2002
                    -----------------------------------------
                                   (Unaudited)


Note 1:   Basis of presentation and significant accounting policies
          ---------------------------------------------------------

          The unaudited, condensed, consolidated financial statements included
          herein have been prepared by the registrant pursuant to the
          instructions to Quarterly Report on Form 10-Q required to be filed
          with the Securities and Exchange Commission and do not include all
          information and footnote disclosure required by accounting principles
          generally accepted in the United States of America for complete
          financial statements. The accompanying financial statements have not
          been audited by independent auditors in accordance with auditing
          standards generally accepted in the United States of America, but in
          the opinion of management, such financial statements include all
          adjustments, consisting only of normal recurring adjustments necessary
          to present fairly the financial position of Calprop Corporation ("the
          Company") and its results of operations. The condensed financial
          statements should be read in conjunction with the financial statements
          and the notes thereto included in the registrant's latest Annual
          Report on Form 10-K, particularly with regard to disclosures relating
          to major accounting policies.

          Based on its agreements with its lenders, the Company believes that it
          will have sufficient liquidity to finance its construction projects in
          2003 through funds generated from operations, funds available under
          its existing bank commitments, funds generated from new lending
          institutions, and, if necessary, funds that could be obtained by using
          its internally financed real estate development in process as
          collateral for additional loans.

          Management's plan, with respect to managing cash flow includes the
          following components: pay off debt that is coming due in 2003,
          minimize operating expenses, and maintain control over costs. With
          regard to the debt coming due in 2003, management expects to extend
          the maturity dates of various loans and pay the remaining loans off
          through cashflow from operations, prior to their maturity date. With
          regard to minimizing operating expenses, management plans to achieve
          this by continuing to closely examine overhead items. Management
          anticipates that the funds generated from operations, including
          borrowings from existing loan commitments, will be adequate to allow
          the Company to continue operations throughout 2003.

          The results of operations for the nine months ended September 30, 2003
          may not be indicative of the operating results for the year ending
          December 31, 2003.

Note 2:   Income taxes
          ------------

          As of September 30, 2003, the Company had gross deferred tax assets of
          $11,065,083 offset by a deferred tax asset valuation allowance of
          $11,065,083. The Company has assessed its past earnings history and
          trends, sales backlog, budgeted sales, and expiration dates of net
          operating loss carryforwards and has determined that it is more likely
          than not that the $11,065,083 of deferred tax assets will not be
          realized. As a result, the Company increased the valuation allowance
          by $6,535,343 during the second quarter in 2003.

          As of December 31, 2002, the Company had net operating loss
          carryforwards for federal and state income tax purposes of
          approximately $23,776,000 and $9,301,000, respectively. For federal
          tax purposes, net operating loss carryforwards expire from 2013
          through 2022. For state tax purposes, net operating loss carryforwards
          expire from 2005 through 2008.


                                       9
<PAGE>

Note 3:   Earnings per share
          ------------------

          The following table sets forth the computation of basic and diluted
          net loss per share:

<TABLE>
<CAPTION>
                                                                               Three Months Ended             Nine Months Ended
                                                                                  September 30,                 September 30,
                                                                           ---------------------------------------------------------
                                                                                2003          2002            2003          2002
                                                                           ---------------------------------------------------------
<S>                                                                          <C>          <C>             <C>           <C>
          Net loss from continuing operations                                  ($599,199) ($4,379,830)    ($11,491,219) ($5,870,338)
          Discontinued operations                                               (594,143)    (329,222)      (2,132,371)    (331,111)
                                                                           ---------------------------------------------------------
          Numerator for basic and diluted net loss per share                 ($1,193,342) ($4,709,052)    ($13,623,590) ($6,201,449)
                                                                           =========================================================
          Denominator for basic net loss per share
          (weighted average outstanding shares)                               10,239,105   10,254,005       10,238,672   10,254,005

             Effect of dilutive stock options
                                                                           ---------------------------------------------------------
          Weighted average shares for dilutive net income per share           10,239,105   10,254,005       10,238,672   10,254,005
                                                                           =========================================================
          Loss from continuing operations per common share - basic                ($0.06)      ($0.43)          ($1.12)      ($0.57)
                                                                           =========================================================
          Loss from continuing operations per common share - diluted              ($0.06)      ($0.43)          ($1.12)      ($0.57)
                                                                           =========================================================
          Loss from discontinued operations per common share - basic              ($0.06)      ($0.03)          ($0.21)      ($0.04)
                                                                           =========================================================
          Loss from discontinued operations per common share - diluted            ($0.06)      ($0.03)          ($0.21)      ($0.04)
                                                                           =========================================================
          Net loss per common share - basic                                       ($0.12)      ($0.46)          ($1.33)      ($0.61)
                                                                           =========================================================
          Net loss per common share - diluted                                     ($0.12)      ($0.46)          ($1.33)      ($0.61)
                                                                           =========================================================
</TABLE>

Note 4:   Consolidation
          -------------

          The Company has consolidated the financial statements of the following
          entities:

<TABLE>
<CAPTION>
         ---------------------------------------------------------------------------------------------------------------------------
                            Entity                          Ownership interest at                       Development
                                                              Septemer 30, 2003
         ---------------------------------------------------------------------------------------------------------------------------
         <S>                                                        <C>                 <C>
         Colorado Pacific Homes, Inc.                               100%                Real estate in the state of Colorado

         DMM Development, LLC ("DMM")                                67%                Cierra del Lago and Antares projects,
                                                                                        California

         Parkland Farms Development Co., LLC                         99%                115 lots in Healdsburg, California
         ("Parkland")

         RGCCLPO Development Co., LLC ("RGCCLPO")                   100%                382 lots in Milpitas, California

         PWA Associates, LLC                                        100%                68-unit apartment project in Milpitas,
                                                                                        California
         ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

          DMM: The Company is entitled to receive two-thirds of the profits of
          DMM, and the other owner, RGC Courthomes, Inc. ("RGC"), is entitled to
          receive the remaining one-third of the profits.

          Parkland: Pursuant to the operating agreement of Parkland, the Company
          is entitled to receive ninety-nine percent of the profits of Parkland,
          and the other member, an officer of the Company, is entitled to
          receive the remaining one percent of the profits.


                                       10
<PAGE>

          During the nine months ended September 30, 2003, $2,461 of the total
          loss of $3,225 incurred by the entities related to the minority
          interest was not allocated to the minority interest because the
          minority interest had a deficit interest in those entities. The
          Company does not reflect the deficit for the minority interest because
          the minority owners are not responsible for losses incurred beyond
          their equity. The unrecognized minority interest in deficit of the
          Company as of September 30, 2003 and December 31, 2002 was $70,820 and
          $68,359, respectively. As a result, the Company has no minority
          interest as of September 30, 2003 and December 31, 2002.

Note 5:   Real estate under development
          -----------------------------

          Investment of real estate venture-In 1999, the Company formed RGC
          Carmel Country Associates, LLC, a California limited liability
          company, ("RGC Carmel") with RGC to develop, construct and lease a 181
          townhome project. The profits and losses of RGC Carmel were
          distributed between the members as follows: 50% to RGC and 50% to the
          Company. During 2000, RGC Carmel admitted additional members in the
          following proportions: The John L. Curci Trust as to a 12.5% interest,
          The Janet Curci Living Trust No. Il as to a 12.5% interest, and an
          officer of the Company as to a 25% interest in exchange for financing
          for the project as follows: $2,000,000 in equity and $2,000,000 in
          notes payable. As a result, the Company's interest in RGC Carmel was
          reduced to 25%, which was accounted for under the equity method of
          accounting. During 2002, the Company transferred .5% of its interest
          in RGC Carmel to Calprop Andalucia, a 100% wholly owned subsidiary of
          the Company. In January 2003, the Company sold the remaining 24.5% of
          its interest in RGC Carmel to related parties in the following
          proportions: The Janet Curci Living Trust No. II as to a 6.125%
          interest, JAMS Management as to a 6.125% interest, and an officer of
          the Company as to a 12.25% interest. The Company's interest was sold
          in 2003 for $2,000,000 in cash, which was received in 2002 and
          resulted in recording a deposit of $2,000,000 as of December 31, 2002.
          The gain on sale of investment in joint venture is recognized in the
          first quarter of 2003. The gain equals the proceeds received of
          $2,000,000 as the Company had no basis in the investment sold. As a
          result, the Company's interest in RGC Carmel was reduced to .5%.

          The Company recognized management fees of $207,182 for the nine months
          ended September 30, 2002 related to the joint venture.

Note 6:   Assets and liabilities held for sale
          ------------------------------------

          During the three months ended September 30, 2003, management approved
          a plan of action to sell the operating assets of PWA. As a result, the
          rental property has been classified as held for sale and depreciation
          has ceased as of the date the plan was approved. Operations of PWA are
          classifed as discontinued operations in the consolidated statements of
          operations. The apartment project is currently in escrow with a gross
          sales price of $9,000,000 (see Note 7).

          Assets held for sale at September 30 is summarized as follows:

                Land                                         $1,500,000
                Building and improvements, net                7,450,000
                                                           ------------

                Assets held for sale, net                    $8,950,000
                                                           ============

          Depreciation expense for building and improvements for the nine months
          ended September 30, 2003 was $146,250.


                                       11
<PAGE>

          Liabilities held for sale at September 30 is summarized as follows:

                Trust deeds and notes payable                $7,700,000
                Accounts payable and accrued liabilities         69,035
                                                           ------------

                Liabilities held for sale                    $7,769,035
                                                           ============

Note 7:   Discontinued operations
          -----------------------

          In accordance with the SFAS 144 "Accounting for the Impairment or
          Disposal of Long-Lived Assets," the net loss of assets held for sale
          is reflected in the consolidated statement of operations as
          discontinued operations for all periods presented. For the three and
          nine months ended September 30, 2003 and 2002, discontinued operations
          relates to an apartment project held for sale and currently in escrow
          with a sales price of $9,000,000 (see Note 6). The following table
          summarizes the income and expense components of discontinued
          operations for the three and nine months ended September 30, 2003 and
          2002:

<TABLE>
<CAPTION>
                                                            Three Months Ended             Nine Months Ended
                                                              September 30,                  September 30,
                                                      --------------------------------------------------------------
                                                           2003            2002           2003            2002
                                                      --------------------------------------------------------------
          <S>                                             <C>              <C>           <C>              <C>
          Revenues:

          Rental income                                     $ 246,446        $43,771        $758,973        $43,771

          Gain on forgiven debt                               392,575                        392,575

          Interest and miscellaneous                            3,887          3,592          14,929          4,709
                                                      --------------------------------------------------------------
            Total revenues                                    642,908         47,363       1,166,477         48,480
                                                      --------------------------------------------------------------
          Expenses:

          Rental operating                                    217,582        217,494         492,859        220,500

          Impairment loss                                     841,549                      2,183,865

          General and administrative                            1,191                          3,573

          Depreciation                                                        48,857         146,250         48,857

          Interest                                            176,729        110,234         472,301        110,234
                                                      --------------------------------------------------------------
            Total expenses                                  1,237,051        376,585       3,298,848        379,591
                                                      --------------------------------------------------------------
          Loss from discontinued operations                 ($594,143)     ($329,222)    ($2,132,371)     ($331,111)
                                                      ==============================================================
</TABLE>


Item 2    Management's Discussion and Analysis of Financial Condition and
------    ----------------------------------------------------------------------
          Results of Operations
          ---------------------

     The following discussion relates to the consolidated financial statements
of the Company and should be read in conjunction with the financial statements
and notes thereto appearing elsewhere in this report. Statements contained in
this "Management's Discussion and Analysis of Financial Condition and Results of
Operations" that are not historical facts may be forward-looking statements.
Such statements are subject to certain risks and


                                       12

<PAGE>

uncertainties, which could cause actual results to differ materially from those
projected. You are cautioned not to place undue reliance on these
forward-looking statements.

Liquidity and capital resources
-------------------------------

     As of September 30, 2003, the Company had remaining loan commitments from
financial institutions of approximately $7,183,000, which may be drawn down by
the Company upon the satisfaction of certain conditions. The Company continues
to seek joint venture partners and additional financing to fund its operations.

     As of September 30, 2003, the Company had two remaining projects in various
stages of development (High Ridge Court and Saddlerock). During 2003, the
Company had three projects producing revenues from completed homes and
townhomes: Parc Metropolitan, High Ridge Court and Saddlerock. As of September
30, 2003, the Company has 39 homes under construction, of which 8 are in escrow
to be sold, and 3 model units. Additionally, the Company has an inventory of 18
lots under development. In addition, the Company has a 68-unit apartment
building that is substantially leased as of September 30, 2003 which also
contributed to revenues for the nine month period. During the third quarter of
2003, the apartment bulding was held for sale (see Note 6 and 7).

     As of September 30, 2003, the Company had 8 units in escrow ("backlog")
compared with a backlog of 11 units as of September 30, 2002. The gross revenues
of such backlog was $2,179,000 and $4,275,000 as of September 30, 2003 and 2002,
respectively.

     Based on its agreements with its lenders, the Company believes that it will
have sufficient liquidity to finance its construction projects in 2003 through
funds generated from operations, funds available under its existing bank
commitments, funds generated from new lending institutions, and, if necessary,
funds that could be obtained by using its internally financed real estate
development in process as collateral for additional loans.

     Management's plan, with respect to managing cash flow includes the
following components: pay off debt that is coming due in 2003, minimize
operating expenses, and maintain control over costs. With regard to the debt
coming due in 2003, management expects to extend the maturity dates of various
loans and pay the remaining loans off through cashflow from operations, prior to
their maturity date. With regard to minimizing operating expenses, management
plans to achieve this by continuing to closely examine overhead items.
Management anticipates that the funds generated from operations, including
borrowings from existing loan commitments, will be adequate to allow the Company
to continue operations throughout 2003.

Results of operations
---------------------

     Real estate sales for the three months ended September 30, 2003 decreased
74.3% to $5,569,748 from $21,678,306 for the three months ended September 30,
2002. For the nine months ended September 30, 2003, real estate sales decreased
79.4% to $17,734,926 from $86,028,975 in the year-earlier period. The decrease
in real estate sales for the three and nine months periods in 2003 was primarily
due to the low volume of inventory of completed homes available for sale in 2003
compared to completed homes available for sale in 2002. In the third quarter of
2003, the Company sold 12 homes with an average sales price of $256,124, a 80.6%
decrease in the volume of home sales compared to 62 homes with an average sales
price of 349,650 for the third quarter of 2002. In addition to the home sales
during the third quarter of 2003, the Company sold 50 lots under development in
the Saddlerock project for $2,496,260. During the nine months of 2003, the
Company sold 45 homes with an average sales price of $338,637, a 418% decrease
in the volume of home sales compared to 233 homes with an average sales price of
$369,223 for the nine months of 2002.

     The Company had a loss from development operations before recognition of
impairment of real estate under development of $27,336 in the third quarter of
2003 as compared to a loss of $947,806 in the third quarter of 2002. For the
nine months ended September 30, 2003, the Company had a loss from development
operations before recognition of impairment of real estate under development of
$302,463 as compared to a loss of $100,025 for the nine months ended September
30, 2002.


                                       13
<PAGE>

     In January 2003, the Company sold its 24.5% interest in RGC Carmel Country,
LLC, the ("Joint Venture") to related parties. The Joint Venture consisted of
181 townhomes available for lease in San Diego. The Company's basis in the Joint
Venture was $0. The proceeds from the sale, in the amount of $2,000,000, was
received in 2002 and was recorded as a deposit at December 31, 2002. The Company
recorded a gain of $2,000,000 on the sale of the joint venture in 2003.

     General and administrative expenses decreased to $307,787 in the three
months ended September 30, 2003 from $777,491 in the corresponding period. For
the nine months ended September 30, 2003, general and administrative expenses
decreased to $1,257,560 from $1,851,936 in the corresponding 2002 period. The
decrease is due to the focus efforts to decrease corporate overhead costs and a
decrease in sales volume.

     The Company developed and constructed a 68-unit affordable apartment, the
Parc West Apartment Homes located in Milpitas, California, adjacent to the Parc
Metropolitan project. Construction was completed in August 2002 and the 68 units
were available for lease. As of September 30, 2003, the apartment building was
substantially leased. In accordance with the SFAS 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets," the net loss of assets held for
sale is reflected in the consolidated statement of operations as discontinued
operations for all periods presented.

Item 3    Quantitative and Qualitative Disclosure about Market Risk
------    ---------------------------------------------------------

     The Company's exposure to market risk has not materially changed from what
was reported on the Company's Form 10-K for the year ended December 31, 2002.

Item 4    Controls and Procedures
------    -----------------------

     The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's reports
required to be filed under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms, and that such
information is accumulated and communicated to the Company's management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure, except
during the period from August 2003 - December 2003 where the accounting
department was short of the required personnel needed to file its required
reports timely. The Company is in the process of taking corrective measures to
ensure timely filing of its required reports under the Securitites Exchange Act
of 1934. In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management is required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.

     As of September 30, 2003, the end of the quarter covered by this report,
the Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on the foregoing, the Company's Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures were effective.

     There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect the internal controls
subsequent to the date the Company completed its evaluation.


                                       14
<PAGE>

                                     Part II
                                     -------

6    Exhibits and Reports on Form 8-K
-    --------------------------------

(a)  Exhibits --

          In accordance with SEC Release No. 33-8212, the following exhibit is
     being furnished, and is not being filed as part of this Report or as a
     separate disclosure document, and is not being incorporated by reference
     into any Securities Act of 1933 registration statement:

          31.1 Rule 13a-14(a)/15d-14(a) Certification of CEO

          31.2 Rule 13a-14(a)/15d-14(a) Certification of CFO

          32.  Certification of Chief Executive Officer and Chief Financial
               Officer pursuant to 18 U.S.C. Section 1350, as created by Section
               906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K

          A Current Report on Form 8-K dated June 20, 2003 was filed with the
     Securities and Exchange Commission (the "Commission") and included under
     item 7(a) its unaudited consolidated financial statements for the quarter
     ended March 31, 2003, and under item 7(c) a press release announcing
     Calprop Corporations' first quarter results.

          A Current Report on Form 8-K dated January 15, 2004 was filed with the
     Securities and Exchange Commission (the "Commission") and included under
     item 7(a) its unaudited consolidated financial statements for the quarter
     ended June 30, 2003, and under item 7(c) a press release announcing Calprop
     Corporations' second quarter results.


                                   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.


         CALPROP CORPORATION



     By: /s/ Mark F. Spiro                          .
         ---------------------------------------------
         Mark F. Spiro
         Vice President/Secretary/Treasurer
         (Chief Financial and Accounting Officer)
         February 27, 2004


                                       15
<PAGE>

                                                                    Exhibit 31.1

                        CERTIFICATION OF CEO PURSUANT TO

                    SECTION 302 OF SARBANES-OXLEY ACT OF 2002


I, Victor Zaccaglin, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of Calprop
Corporation, a California corporation (the "Registrant");

     2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Quarterly
Report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report;

     4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

          a. Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the Registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this Quarterly Report is
     being prepared; and

          b. Evaluated the effectiveness of the Registrant's disclosure controls
     and procedures and presented in this Quarterly Report our conclusions about
     the effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such valuation; and

          c. Disclosed in this Quarterly Report any changes the Registrant's
     internal control over financial reporting that occurred during the
     Registrant's most recent fiscal quarter that has materially affected, or is
     reasonably likely to materially affect, the Registrant's internal control
     over financial reporting.

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent function):

          a. All significant deficiencies and material weaknesses in the design
     or operation of internal controls which are reasonably likely to adversely
     affect the Registrant's ability to record, process, summarize and report
     financial information; and

          b. Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the Registrant's internal
     controls over financial reporting


Date: February 27, 2004


                                                         /s/ Victor Zaccaglin
                                                         ---------------------
                                                         Victor Zaccaglin
                                                         Chairman of the Board
                                                         Chief Executive Officer


                                       16
<PAGE>

                                                                    Exhibit 31.2

                        CERTIFICATION OF CFO PURSUANT TO

                    SECTION 302 OF SARBANES-OXLEY ACT OF 2002


I, Mark F. Spiro, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of Calprop
Corporation, a California corporation (the "Registrant");

     2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Quarterly
Report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report;

     4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

          a. Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the Registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this Quarterly Report is
     being prepared; and

          b. Evaluated the effectiveness of the Registrant's disclosure controls
     and procedures and presented in this Quarterly Report our conclusions about
     the effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such valuation; and

          c. Disclosed in this Quarterly Report any changes the Registrant's
     internal control over financial reporting that occurred during the
     Registrant's most recent fiscal quarter that has materially affected, or is
     reasonably likely to materially affect, the Registrant's internal control
     over financial reporting.

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent function):

          a. All significant deficiencies and material weaknesses in the design
     or operation of internal controls which are reasonably likely to adversely
     affect the Registrant's ability to record, process, summarize and report
     financial information; and

          b. Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the Registrant's internal
     controls over financial reporting

Date: February 27, 2004

                                        /s/ Mark F. Spiro
                                        ---------------------------------------
                                        Mark F. Spiro
                                        VicePresident/Secretary/Treasurer
                                        (Chief Financial and Accounting Officer)


                                       17
<PAGE>

                                                                     Exhibit 32.

      Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the Sarbanes-Oxley
Act of 2002, the undersigned officer of Calprop Corporation (the "Company")
hereby certifies, to his knowledge, that:

(i) the accompanying Quarterly Report on Form 10-Q of the Company for the
quarterly period ended June30, 2003 (the "Report") fully complies with the
requirements of Section 13(a) or Section 15(d), as applicable, of the Securities
Exchange Act of 1934, as amended; and

(ii) the information contained in the Quarterly Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


Date: February 27, 2004

                                        /s/ Victor Zaccaglin
                                        ---------------------------------------
                                        Victor Zaccaglin
                                        Chairman of the Board
                                        Chief Executive Officer

Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the Sarbanes-Oxley
Act of 2002, the undersigned officer of Calprop Corporation (the "Company")
hereby certifies, to his knowledge, that:

(i) the accompanying Quarterly Report on Form 10-Q of the Company for the
quarterly period ended June 30, 2003 (the "Report") fully complies with the
requirements of Section 13(a) or Section 15(d), as applicable, of the Securities
Exchange Act of 1934, as amended; and

(ii) the information contained in the Quarterly Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


Date: February 27, 2004

                                        /s/ Mark F. Spiro
                                        ----------------------------------------
                                        Mark F. Spiro
                                        VicePresident/Secretary/Treasurer
                                        (Chief Financial and Accounting Officer)


                                       18