UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

            [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2003        Commission File Number 1-6844
                                                                          ------

                               CALPROP CORPORATION

     Incorporated in California               I.R.S. Employer Identification No.
     13160 Mindanao Way, #180                              95-4044835
     Marina Del Rey, California  90292
     (310) 306-4314

     Securities Registered Pursuant to Section 12(b) of the Act:   None

     Securities Registered Pursuant to Section 12(g) of the Act:   Common Stock,
                                                                   no par value

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    .
                                       ---     ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K  X .
          ---

State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing.

                            $463,339 at June 24, 2004

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

                 10,235,305 Shares Outstanding at June 24, 2004

<PAGE>

                                EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this "Amendment") is being filed to amend
Item 9A of Part II and Item 14 of Part IV of the Registrant's Annual report on
Form 10-K for the fiscal year ended December 31, 2003, filed on July 6, 2003
(the "Original 10-K"). This Amendment does not otherwise alter the disclosures
set forth in the Original 10-K and does not reflect events occurring after the
filing of the Original 10-K. This Amendment is effective for all purposes as of
the date of the filing of the Original 10-K.

Specifically, the Registrant is filing this Amendment to amend and restate the
disclosures contained in Item 14 Controls and Procedures, which information
should have been disclosed under Section 9A of the Original 10-K, to reflect
recent findings with respect to the Registrant's internal controls and
procedures. The Registrant has recently determined that its disclosure and
control procedures are not currently effective and the Registrant is in process
of taking corrective measures to ensure timely filings of its required reports
under the Securities Exchange Act of 1934.

For purposes of this Amendment:
1. Item 14 of Part IV of the Original 10-K is hereby deleted in its entirety;
and

2. Item 9A of Part II is hereby inserted into the Original 10-K to read as
follows:

ITEM 9A. 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.

     As of December 31, 2003, 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. Disclosure controls and procedures are designed to
ensure that information required to be disclosed in the periodic reports filed
or submitted under the Securities and Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. Based on that evaluation,
the Company's Chief Executive Officer and Chief Financial Officer concluded that
the Company's disclosure controls and procedures were not effective. Even though
the Company has adequate procedures and controls in place to ensure that the
relevant information is recorded, processed, summarized and reported to the
Company's management or other person involving similar functions, the Company
procedures and mechanisms for outsourcing personnel in particular situations is
inadequate; the Company has concluded that it lacks the necessary procedures and
mechanism in place to compensate for the unexpected and/or extended leaves of
any of its accounting and other similar situated employees.

     The Company is in the process of taking corrective measures to rectify the
foregoing problem ensure timely filing of its required reports under the
Securities 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.

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

<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: August 24, 2004

Calprop Corporation

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