<PAGE>

                     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 MARCH 31, 1999 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 X NO

Number of shares outstanding of each of Registrant's classes of common stock, as
of April 11, 1999:

                                                         Number of Shares
Title of Each Class                                        Outstanding     
--------------------------                            ------------------------
Common Stock, no par value                                  10,274,935



<PAGE>


                               CALPROP CORPORATION

                                     PART I

                         ITEM I - FINANCIAL INFORMATION


          Set forth is the unaudited quarterly report for the quarters ended
March 31, 1999 and 1998, for Calprop Corporation. The information set forth
reflects all adjustments which were, in the opinion of management, necessary for
a fair presentation.
                                       










                                       2

<PAGE>


                                          
                               CALPROP CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS


<TABLE>
<CAPTION>
                                                                         March 31,                
                                                                              1999                December 31, 
                                                                       (Unaudited)                        1998 
                                                                  -----------------           -----------------
<S>                                                               <C>                          <C>
Real estate development                                                $72,266,868                 $65,282,197

Other assets:
  Cash and cash equivalents                                              1,212,285                   1,590,403
  Prepaid expenses                                                          75,378                      88,775
  Deferred tax asset                                                     4,800,000                   4,800,000
  Other assets                                                             664,836                     760,514
                                                                  -----------------           -----------------
     Total other assets                                                  6,752,499                   7,239,692
                                                                  -----------------           -----------------

     Total assets                                                      $79,019,367                 $72,521,889
                                                                  -----------------           -----------------
                                                                  -----------------           -----------------
</TABLE>











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


                                          3

<PAGE>




                              CALPROP CORPORATION 

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                         March 31,                
                                                                              1999                December 31,
                                                                       (Unaudited)                        1998
                                                                  -----------------           -----------------
<S>                                                               <C>                         <C>
Trust deeds and notes payable                                          $43,723,942                 $37,524,507
Related party notes                                                     21,838,291                  20,870,286
                                                                  -----------------           -----------------
     Total trust deeds and notes payable                                65,562,233                  58,394,793
Accounts payable and accrued liabilities                                 3,961,171                   5,056,010
Warranty reserves                                                          321,028                     284,624
                                                                  -----------------           -----------------
     Total liabilities                                                  69,844,432                  63,735,427

Minority interest (note 4)                                                 392,828                     326,941

Stockholders' equity:
  Common stock, no par value
    Authorized - 20,000,000 shares
    Issued and outstanding - 10,274,935 and
      10,284,135 shares at March 31, 1999 and
      December 31, 1998, respectively                                   10,274,935                  10,284,135
  Additional paid-in capital                                            25,851,130                  25,851,130
  Deferred compensation                                                  (231,930)                   (241,130)
  Stock purchase loans                                                   (479,741)                   (474,134)
  Accumulated deficit                                                 (26,632,287)                (26,960,480)
                                                                  -----------------           -----------------
     Total stockholders' equity                                          8,782,107                   8,459,521
                                                                  -----------------           -----------------

     Total liabilities and stockholders' equity                        $79,019,367                 $72,521,889
                                                                  -----------------           -----------------
                                                                  -----------------           -----------------
</TABLE>









                     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
                                                                     March 31,
                                                          ---------------------------------
                                                               1999              1998
                                                          ---------------   ---------------
<S>                                                       <C>               <C>
Development operations:
  Real estate sales                                           $7,782,859        $2,805,786
  Cost of real estate sales                                    7,046,406         2,888,289
                                                          ---------------   ---------------
Income (loss) from development operations                        736,453          (82,503)

Other income                                                      25,203            35,981

Other expenses:
  General and administrative expenses                            359,560           385,976
  Interest expense                                                 8,016            68,567
                                                          ---------------   ---------------
Total other expenses                                             367,576           454,543

Minority interests (note 4)                                       65,887           (6,902)

Income (loss) before benefit for income taxes                    328,193         (494,163)
                                                          ---------------   ---------------
Net income (loss)                                               $328,193        ($494,163)
                                                          ---------------   ---------------
                                                          ---------------   ---------------

Basic and diluted net income (loss) per share (note 3)             $0.03           ($0.05)
                                                          ---------------   ---------------
                                                          ---------------   ---------------
</TABLE>












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


                                        5

<PAGE>

                               CALPROP CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31,
                                                             ------------------------------
                                                                  1999           1998
                                                             --------------- --------------
<S>                                                          <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                             $328,193     $(494,163)
     Adjustments to reconcile net income (loss) to net cash
      used in provided by operating activities:
         Minority interests                                          65,887        (6,902)
         Depreciation and amortization                               13,762          9,585
         Provision for warranty reserves                             66,006         17,000
     Change in assets and liabilities:
         Decrease  in other assets                                   95,682        239,450
         Decrease  in prepaid expenses                               13,397         11,575
         (Decrease) increase in accounts payable and            (1,124,441)      1,943,945
           accruedliabilities and warranty reserves
         Additions to real estate development in process       (14,031,077)    (6,319,809)
         Cost of real estate sales                                7,046,406      2,888,289
                                                             --------------- --------------
         Net cash used in provided by operating activities       (7,526,185)    (1,711,030)
           
CASH FLOWS FROM INVESTING ACTIVITIES -
     Capital expenditures                                          (13,766)       (20,617)
                                                             --------------- --------------
               Net cash used in investing activities               (13,766)       (20,617)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Borrowings under construction loans-related parties          1,595,119      2,050,000
     Payments under construction loans-related parties            (627,114)    (1,604,092)
     Borrowings under construction loans                         12,405,592      6,069,342
     Payments under construction loans                          (6,206,157)    (2,760,653)
     Contributions from joint venture partner                            --        291,638
     Proceeds from issuance of common stock                              --        306,639
     Accrue interest for executive stock purchase loans             (5,607)             --
                                                             --------------- --------------
               Net cash provided by financing activities          7,161,833      4,352,874
                                                             --------------- --------------
     Net (decrease) increase in cash and cash equivalents         (378,118)      2,621,227
     Cash and cash equivalents at beginning of periods            1,590,403      1,100,028
                                                             --------------- --------------
     Cash and cash equivalents at end of periods                  1,212,285      3,721,255
                                                             --------------- --------------
                                                             --------------- --------------


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid during the periods for -
         Interest (net of amount capitalized)                         8,016           68,567


NON-CASH INVESTING AND FINANCING ACTIVITIES:
     Receipt of executive loan from issuance of shares                   --          447,813
</TABLE>


                     The accompanying notes are an integral
                       part of these financial statements


                                       6
<PAGE>


                               CALPROP CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      PERIODS ENDED MARCH 31, 1999 AND 1998
                                   (Unaudited)


Note 1:   BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

         The unaudited, condensed, 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 generally accepted accounting principles. The
         accompanying financial statements have not been examined by independent
         accountants in accordance with generally accepted auditing standards,
         but in the opinion of management, such financial statements include all
         adjustments, consisting only of normal recurring adjustments necessary
         to summarize fairly the Company's financial position and 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.

         The results of operations for the three months ended March 31, 1999 may
         not be indicative of the operating results for the year ending December
         31, 1999.

Note 2:   INCOME TAXES

         At March 31, 1999, the Company had net operating loss carryforwards for
         federal and state income tax purposes of approximately $24,700,000 and
         $14,500,000, respectively. For federal and state tax purposes the net
         operating loss carryforwards expire from 2007 through 2019, and from
         1999 through 2003, respectively.

Note 3:   NET INCOME PER SHARE

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

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                      March 31,
                                                             ----------------------------
                                                                   1999          1998
                                                             ----------------------------
<S>                                                          <C>            <C>
Numerator for basic and diluted net income
      (loss) per share                                            $328,193    $(494,163)
                                                             ----------------------------
                                                             ----------------------------

Denominator for basic net income (loss) per share               10,281,447     9,531,639
   Effect of dilutive stock options                                301,298            --
                                                             ----------------------------
Denominator for dilutive net income (loss) per share            10,582,745     9,531,639
   (weighted average outstanding shares)
                                                             ----------------------------
                                                             ----------------------------

Basic net income (loss) per share                                    $0.03       $(0.05)
                                                             ----------------------------
                                                             ----------------------------
Diluted net income per share                                         $0.03       $(0.05)
                                                             ----------------------------
                                                             ----------------------------
</TABLE>


                                          7

<PAGE>

         Options and warrants to purchase 859,250 and 789,000 shares of common
         stock were outstanding as of March 31, 1999 and 1998, respectively. For
         the three months ended March 31, 1998, options and warrants were not
         included in the computation of diluted net loss per common share
         because the effect would be antidilutive due to the net loss. However,
         for the three months ended March 31, 1999, 320,650 options and warrants
         were not included in the computation of diluted net income because
         their exercise prices were higher than the average market price per
         share of common stock.

         Note 4: MINORITY INTEREST

         The Company has consolidated the financial statements of Colorado
         Pacific Homes, Inc. ("CPH"), a corporation formed for the purpose of
         developing real estate in the state of Colorado; DMM Development, LLC
         ("DMM"), a joint-venture formed for the development of the Cierra del
         Lago and Antares projects; Montserrat II, LLC ("Mont II"), a
         joint-venture formed for the development of 119 lots adjacent to the
         Company's original Montserrat project; Parkland Farms Development Co.,
         LLC ("Parkland"), a joint-venture formed for the development of 115
         lots in Healdsburg, California; and RGCCLPO Development Co., LLC
         ("RGCCLPO"), a joint venture formed for the development of 382 lots in
         Milpitas, California.

         Colorado Pacific Homes, Inc. is owned eighty percent by Calprop
         Corporation ("Calprop") and twenty percent by the President of CPH.

         Calprop is entitled to receive two-thirds of the profits of DMM, and
         the other member, RGC Courthomes, Inc. ("RGC"), is entitled to receive
         the remaining one-third of the profits. As of March 31, 1999, RGC's
         ownership percentage in DMM was fifty percent.

         Pursuant to the operating agreement of Montserrat II, LLC, Calprop is
         entitled to receive ninety nine percent of the profits of Montserrat
         II, LLC, and the other member, an officer of the Company, is entitled
         to receive the remaining one percent of the profits. As of March 31,
         1999, the officer of the Company's ownership percentage is Montserrat
         II, LLC was one percent.

         Pursuant to the operating agreement of Parkland Farms Development Co.,
         LLC, Calprop is entitled to receive ninety nine percent of profits of
         Parkland, and the other member, an officer of the Company, is entitled
         to receive the remaining one percent of the profits. As of March 31,
         1999, the officer of the Company's ownership percentage in Parkland was
         one percent.

         Calprop is entitled to receive fifty percent of the profits of RGCCPLO,
         and the other member, RGC, is entitled to receive the remaining fifty
         percent of the profits. As of March 31, 1999, RGC's ownership
         percentage in RGCCPLO was fifty percent.

         As a result of the consolidations, the Company has recorded minority
         interest of $392,828 and $326,941 as of March 31, 1999 and December 31,
         1999, respectively.

                                              8

<PAGE>

                             

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

LIQUIDITY AND CAPITAL RESOURCES

         As of March 31, 1999, the Company had remaining loan commitments from
financial institutions of approximately $17,950,000, 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 March 31, 1999, the Company had ten residential housing projects
in various stages of development, with three producing revenues from completed
homes: Summertree Park, Montserrat Estates, and Antares. The remaining seven
projects, Mockingbird Canyon, Parkland Farms, Parc Metropolitan, Parcwest
Apartments, High Ridge Court, Saddlerock, and Templeton Heights, are in the
initial stages of development. As of March 31, 1999, the Company controlled
1,438 lots, of which, 1,081 were owned by the company and in various stages of
development, and 357 were in escrow to be purchased by the Company. Of the 1,081
owned lots, the Company had 24 homes completed (all consisting of models not yet
released for sale), 176 homes under construction (145 were in escrow and 31 were
available for sale), and 881 lots under development.

         The increase in real estate development from $65,282,197 to $72,266,868
and trust deeds and notes payable from $37,524,507 to $43,723,942 as of December
31, 1998 and March 31, 1999, respectively, was due to the increase construction
activity of the Company's projects started in 1998. The projects consist of Parc
Metropolitan, High Ridge Court, Saddlerock, and Parkland Farms.

         As of March 31, 1999, the Company had 145 units in escrow ("backlog")
compared with a backlog of 144 units as of March 31, 1998. The gross revenues of
such backlog was $32,750,000 and $29,800,000 as of March 31, 1999 and 1998,
respectively. The increase in backlog is a result of both a shift in product mix
offered and price increases of units available for sale.

         The Company believes that, based on agreements with its existing
institutional lenders and the Curci-Turner Company, it will have sufficient
liquidity to finance its construction projects in 1999 through funds generated
from operations and funds available under its existing loan commitments. In
addition, the Company believes that if necessary, additional funds could be
obtained by using its unencumbered real estate developments as collateral for
additional loans.

YEAR 2000 READINESS

         The Company utilizes computer technologies throughout its business to
effectively carry out its day to day operations. Similar to most companies, the
Company must determine whether its systems are capable of recognizing and
processing date sensitive information properly as the year 2000 approaches. The
Company has reviewed each of its systems and programs and has determined that it
is Year 2000 compliant. No material costs have been or will be incurred related
to the Year 2000 compliance issue.

         The Company has initiated evaluation of its significant suppliers,
customers, and critical business partners to determine the extent to which the
Company may be vulnerable in the event that those parties fail to properly
remediate their own year 2000 issues. The Company will develop appropriate
contingency plans in the event that a significant exposure is identified
relative to the dependencies on third-party systems. While the Company is not
presently aware of any such significant exposure, there can be no guarantee that
the systems of third-parties on which the Company relies will be converted in a
timely manner, or that a failure to properly convert by another company would
not have a material adverse effect on the Company.

                                         9

<PAGE>

RESULTS OF OPERATIONS

         Income of $328,193 changed from a loss of $494,163 for the first
quarters of 1999 and 1998, respectively. The change for the noted period is a
result of an increase in profit from operations as the Company began selling
homes in its Antares and Montserrat Estates projects.

         Income from development operations of $736,453 changed from a loss from
development operations of $82,503 in the first quarters of 1999 and 1998,
respectively. The increase in gross profit for the noted period is a result of
the Company beginning to sell homes in its Antares and Montserrat Estates
projects with higher gross profit percentages.

         Gross revenues increased to $7,782,859 in the first quarter of 1999
from $2,805,786 in the first quarter of 1998. In the first quarter of 1999 the
Company sold 33 homes with an average sales price of $235,900, and in the first
quarter of 1998 the Company sold 17 homes with an average sales price of
$165,000. The higher average sales prices in 1999 is due to the strength and
stability of the economy. Starting in 1998 the real estate market has
experienced increases in sale price and the number of home buyers reflecting
higher revenues for the Company.

                                       10

<PAGE>



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits -

         27       Financial data schedule

(b)   Reports on Form 8-K

                  A Current Report on Form 8-K dated March 31, 1999 was filed
with the Securities and Exchange Commission (the "Commission") and included
under item 7(a) its audited consolidated financial statements for the year ended
December 31, 1998 and unaudited consolidated financial statements for the
quarter ended December 31, 1998, and under item 7(c) a press release announcing
Calprop Corporations' 1999 annual and fourth 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)
                        April 30, 1999



                                        11