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

                                    FORM 10-K

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

For the Fiscal Year Ended December 31, 1999        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.

                         $2,445,447 at February 22, 2000

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

               10,290,535 Shares Outstanding at February 22, 2000

                      Documents Incorporated by reference:

Portions of the registrant's definitive Proxy Statement for 2000 Annual Meeting
of Shareholders are incorporated by reference into Part III of this report.
<PAGE>

                                     PART I

ITEM 1. Business

General

      Calprop Corporation ("Calprop") designs, constructs and sells
single-family detached homes and townhomes as part of condominiums or planned
unit developments in California and Colorado. The Company selects and acquires
the site, secures construction financing and constructs and sells homes. The
Company also sells improved lots in California and Colorado. The Company selects
projects of varying types in several local markets in an effort to reduce the
risks inherent in the residential housing industry. To enable the Company to
adapt to the changing market conditions and to control its overhead expenses,
the Company performs its construction activities through independent
subcontractors under the direction of on-site construction supervisors employed
by the Company rather than employing a permanent construction work force. The
Company does not generally finance the purchase of its homes, but has done so in
the past to facilitate sales and may do so in the future to the extent it is
feasible, if market conditions require such financing. In addition to the
continuing emphasis on single-family construction, the Company also develops raw
land through the planning, zoning, and entitlement process.

      During 1999, the Company was primarily engaged in the development of lots,
and the construction and marketing of single-family detached homes and
townhomes. As of December 31, 1999, the Company had eleven residential housing
projects in various stages of development, consisting of 251 homes under
construction (88 were in escrow), 886 lots under development, and 9 model homes
used in selling the various types of housing developed. The Company's products
range from homes for first-time buyers to custom homes.

Residential Housing Industry

      The residential housing industry includes several hundred developers and
home builders of various sizes and capabilities. The development process starts
with the acquisition of a raw parcel of land. The developer prepares preliminary
plans, environmental reports and obtains all necessary governmental approvals,
including zoning and conditional use permits before subdividing the land into
final tract maps and approved development plans. The subdivided parcel is then
graded and the infrastructure of roads, sewers, storm drains, and public
utilities are added to develop finished lots. Building permits are obtained and
housing is constructed, and then sold or rented. Residential housing is
constructed in a variety of types, including single-family detached homes
(ranging from the less expensive "first-time buyer" homes to the medium priced
"trade-up" homes to the more expensive "custom" homes), patio-homes (adjacent
homes with party walls), condominiums (owner-occupied multifamily housing), and
multifamily rental housing (apartments, retirement homes and other types of
nonowner occupied multifamily housing). Any of these types can be built as part
of a planned unit development with common areas such as green belts, swimming
pools and other recreational facilities for common use by occupants.

The Company's Strategy

      The Company's strategy has been to acquire land in or near major urban
centers in California and Colorado and to construct single-family housing for
resale. The Company does not specialize in the construction of a specific type
or design of housing and does not limit its operation to any specific location.
The Company usually acquires project sites which are zoned and subdivided so
that the Company can construct and sell single-family housing in a relatively
short period of time, usually two to three years. The Company will also acquire
raw land that is not zoned or subdivided for investment or for development by
processing it through the entitlement process to obtain zoning and other permits
necessary for development into single-family housing and other urban uses.


                                       2
<PAGE>

Future Projects

      As the Company intends to continue specializing in the construction and
sale of single-family and multifamily housing, the Company is continually
considering potential projects for development. In addition to the construction
and sale of single-family and multifamily housing, the Company is entering the
market to construct and lease single-family and multifamily housing. This market
would provide consistent cash flow in the cyclical industry of real estate
development. During 1999, the Company has purchased land in the Northern
California area for the construction of apartments. The Company also entered
into a ground lease agreement for land for the construction of townhomes in the
Southern California area for lease. The following discussion is the process
which the Company follows to acquire land, entitle, market and build residential
housing projects.

Land Acquisition and Construction

      In considering the purchase of land for the construction of housing, the
Company takes various factors into account, including, among others, population
growth patterns, availability of utilities and community services such as water,
gas, electricity, sewer, transportation and schools, the estimated absorption
rate for new housing, estimated costs of construction and success of the
Company's past projects in and familiarity with the area.

      The Company's long-term strategy is to acquire or option project sites
which are properly zoned and subdivided so that the Company can construct and
sell single-family housing in a relatively short period of time, usually less
than three years, after acquiring the land. Larger projects are constructed in
phases, and the Company determines the number of homes in each phase based upon
the estimated costs of construction and estimated sales schedule. The division
of a project into phases may also be required by the project construction
lender. Although a construction and marketing schedule is established for all
phases at the commencement of a project, the precise timing of construction of
each phase depends on the rate of sales of homes in previous phases.

      In certain instances, the Company purchases land which is not
substantially ready for construction. Depending on the stage of development of
the parcel, the Company might be required to obtain necessary entitlements to
subdivide the parcel of land; these entitlements include environmental
clearances, zoning, subdivision mapping, permits and other governmental
approvals. After the entitlement process the Company would then develop the land
through grading lots and streets, and building the infrastructure of water,
sewer, storm drains, utilities, curbs, streets, and possibly amenities, such as
parks, pools and recreational facilities.

      The Company acts as its own general contractor, and its supervisory
employees coordinate all work on a project. The services of independent
architectural, design, engineering and other consulting firms are engaged to
assist in the pre-construction aspects of the project. The Company's
construction activities are conducted through independent subcontractors, under
fixed-price contracts, operating in conformity with plans, specifications and
detailed drawings furnished by the Company and under the direction of on-site
construction supervisors employed by the Company. Generally, the Company
solicits bids from several potential subcontractors and awards a contract for a
single phase of a project based on the subcontracting bid as well as the
Company's knowledge of the subcontractor's work and reputation. Subcontracting
enables the Company to retain the necessary flexibility to react to changes in
the demand for housing, and to utilize the management strengths, specialization
capabilities, equipment and facilities of its subcontractors without large
capital investments of its own.

      The Company does not have long-term contractual commitments with any of
its subcontractors, consultants or suppliers of materials. The Company selects
subcontractors who it believes will perform the required work in a timely manner
and whose quality of workmanship meets the Company's standards. Although some
subcontractors employ unionized labor, the Company has not signed a master labor
agreement or experienced any significant delays in construction as a result of
strikes or stoppages; however, there can be no assurances that the Company will
not experience such delays in the future.

      The Company secures raw materials, fixtures and furnishings directly or
through its subcontractors from customary trade sources. Although certain
products have been in short supply from time to time, such shortages have not
impaired the Company's ability to conduct its business in the past and are not
expected to do so in the foreseeable future.

Marketing

      The Company's marketing department coordinates the design of the homes to
be built and the interior design of model units and the design and preparation
of advertising materials. The Company builds,


                                       3
<PAGE>

landscapes and furnishes model units for public display. After each project is
sufficiently completed so as to permit retail sales to begin, the Company
selects a realtor or realty company to market homes which are under construction
or completed.

      Projects in which product is currently in the marketing stage are Parc
Metropolitan, Mockingbird Canyon, and Saddlerock. All such projects are being
marketed through realtors who have no other affiliation with the Company.

Warranties

      The Company provides a one-year express warranty against defects in
workmanship and materials to purchasers of homes in its projects. In addition,
California and Colorado law provides the Company's customers certain implied
warranties, the scope and duration of which exceed the Company's express
warranties. The Company requires its subcontractors to indemnify the Company in
writing and requires the insurance of the subcontractor to provide that the
Company is a primary insured and an additional insured from its subcontractors
for liabilities arising from their work, except for liability arising through
the sole negligence or willful misconduct of the Company or from defects in
designs furnished by the Company. Nevertheless, the Company is primarily liable
to its customers for breach of warranty. The Company has builder's product
liability insurance coverage which it believes to be adequate in light of the
Company's claims history.

      Schedule II to the financial statements sets forth the Company's warranty
reserves which the Company believes are adequate. Normal warranty costs are
accrued at the close of escrow and held on a project until two years after the
project is completed and all completion bonds posted with governmental agencies
are released.

Financing

      Generally, the Company acquires a project site for a purchase price paid
with cash or a combination of cash and short-term acquisition financing secured
by the project site. The amount and terms of financing vary from project to
project.

      After final working drawings from architects are prepared, the Company
obtains a construction loan, secured by the portion of the project site to which
the loan relates. The Company's construction loans are used to finance projected
construction costs. In order to obtain the construction loan, the Company must
repay all acquisition financing or obtain a reconveyance of that portion of the
project site which is used to secure the construction loan. The construction
loan is due and payable shortly after completion of the construction being
financed. The Company repays construction financing from the proceeds of project
unit sales. The construction financing provides for release of individual lots
for sale during the term of the financing upon partial repayment of principal in
a specified amount per lot. All cash sales proceeds in excess of the specified
release amount are retained by the Company. If the Company experienced a delay
in unit sales following construction and was unable to extend the term of its
construction financing, the Company would be required to repay the construction
financing or obtain other financing in order to hold the unsold units until
market conditions improved. Although the Company does not arrange third-party
financing for its customers, it has provided secured purchase money financing
from time to time to the extent required by market conditions. In addition, the
Company in the future may also subsidize home purchasers, as an alternative to
providing direct financing, by "buying down" the interest rate on loans from
lending institutions, the extent and amount of which would depend upon
prevailing market conditions and interest rate levels at the time.

      The Company usually receives the full sales price for its homes in cash at
the closing of purchase escrows. Most of the Company's home purchasers obtain
conventional financing from independent financial institutions. Depending upon
the price range of the homes in a particular project and the prevailing mortgage
market in the area, the financing obtained by the Company's qualifying home
purchasers may be insured either by the Federal Housing Administration ("FHA")
or guaranteed by the Veterans Administration ("VA"). As a result of government
regulations, FHA and VA financing of the purchase of homes from the Company is
limited because, among other things, the loan amount may not exceed certain
specified levels.

Competition

      The home building industry is highly competitive, particularly in the
large urban areas of California. In each of the areas in which it operates, the
Company competes in terms of location, design, quality, price and available
mortgage financing with numerous other residential construction firms, including
large national and regional firms, many of which have greater financial
resources than the Company. The Company believes that no single competitor
dominates any single market area served by the Company.


                                       4
<PAGE>

     For projects in master planned developments, the Company's units are
adjacent to those of other builders and usually marketed at the same time
through participation in joint advertising programs. While this often increases
direct competition for the Company, it also attracts a larger group of potential
purchasers than would be the case if the Company advertised by itself.

Business Risks

      The development, construction and sale of single-family homes generally
are subject to various risks, including, among others, possible changes in the
governmental structure of the project locality, possible shortages of suitable
undeveloped land at reasonable prices, unfavorable general and local economic
conditions such as employment conditions and income levels of the general
population, adverse local market conditions resulting from such unfavorable
economic conditions or competitive overbuilding, increases in prevailing
interest rates, increases in real estate taxes and the cost of materials and
labor, and the availability of construction financing and home mortgage
financing attractive to home purchasers. In addition, the demand for residential
housing depends in part on the tax consequences of home ownership to home
purchasers. There have been various tax legislation proposals before Congress
over the past few years which could reduce the tax advantages currently
associated with home ownership. There can be no assurances that any such
legislation, if enacted, would not adversely impact the residential housing
industry in general or the Company's business and results of operations.

      The Company's business in particular depends upon the successful
completion of construction and sale of homes on established schedules.
Construction and sale schedules may be adversely affected by a variety of
factors which are not within the Company's control, including the factors
described above, inclement weather conditions, earthquakes, labor and material
shortages and strikes. Although the Company has not experienced any serious
labor or material shortages in recent years, the residential housing industry
from time to time experiences serious labor and material shortages.

Governmental Regulations

      The residential housing industry is also subject to increasing
environmental, building, zoning and real estate sales regulation by various
federal, state and local governmental authorities. Such regulations affect home
building by specifying, among other things, the type and quality of building
material which must be used, certain aspects of land use and building design, as
well as the manner in which the Company conducts its sales, lending activities
and other dealings with its customers. For example, the Federal Consumer Credit
Protection Act requires, among other things, certain disclosures to purchasers
about finance charges in credit transactions, such as sales financed by the
Company. California law requires that full information concerning certain
subdivisions be filed with the California Real Estate Commissioner, and in such
instances no sales may be made to the public until the Commissioner has issued a
public report which is delivered to purchasers. Because the Company's
competitors are also subject to the foregoing regulation, the Company believes
that it is not placed at a competitive disadvantage, except to the extent that
competitors with greater financial resources and greater volume of development
activity may more readily withstand longer delays and increased costs in the
development of projects.

      Although the strategy of the Company is to build homes on land which is
already subdivided, zoned and improved with utilities, the Company occasionally
undertakes projects which entail the subdivision of partially improved land. In
such cases the Company is required to obtain the approval of numerous
governmental authorities regulating such matters as permitted land uses and
levels of population density, access to utility services such as water and waste
disposal, and the dedication of acreage for open space, parks, schools and other
community purposes. Furthermore, changes in prevailing local circumstances or
applicable law, including moratoria, zoning changes and other governmental
actions, can require additional approvals or modification of approvals
previously obtained. As a result of such regulation, the time between the
original acquisition and the commencement and completion of a project can
increase significantly. Furthermore, the commencement or completion of a project
could be precluded entirely, in which case the Company would sustain a
substantial loss on the project.

Employees

      The Company has approximately thirty eight full-time employees, including
five executive officers, eighteen persons in its finance, marketing and
operations departments, and fifteen field superintendents and general laborers.
The Company also employs temporary and part-time laborers from time to time as
necessary. None of the Company's employees is currently represented by a
collective bargaining unit. The Company compensates its employees with salaries
and fringe benefits that it believes are competitive with the building industry
and the local economy. The Company believes that relations with its employees
generally are excellent.


                                       5
<PAGE>

Licensing

      The Company is licensed by the State of California as a general building
contractor, and this license is essential to its operations. This license must
be renewed every two years. The Company's current license expires in July 2002
and the Company expects to renew its license on or before expiration.

ITEM 2. Properties

Current projects

      The table below sets forth certain information relating to the Company's
current projects as of December 31, 1999 and certain information relating to the
Company's development operations during the previous twelve months.

<TABLE>
<CAPTION>
                                   Units        Units        Units      Units sold    Remaining
                                    sold        under      completed    subject to     units to
                                 12 months   construction  and unsold  construction   construct
                                   ended        as of        as of         as of        as of
 Project                          12/31/99     12/31/99     12/31/99     12/31/99      12/31/99
 -------                        ------------------------------------------------------------------

<S>                                  <C>          <C>          <C>          <C>          <C>
 1. Antares                          91           1            --            1            --
 2. Summertree Park                  34           29           --           13            --
 3. McGuire Luxury Apartments        --           --           --           --           182
 4. Montserrat Estates               45           --           --           --            --
 5. Montserrat Classics              --           --           --           --           105
 6. Creekside Estates                --           1            --           --            30
 7. Parkland Farms                   35           34           --           11            46
 8. Parc Metropolitan                --          156           --           29           226
 9. Parcwest                         --           --           --           --            68
 10. High Ridge Court                21           37           --           34           112
 11. Saddlerock                      --           2            --           --            92
 12. Templeton Heights               --           --           --           --            25
 13. Mission Gorge                   --           --           --           --            --
                                ------------------------------------------------------------------
                                    226          260           --           88           886
                                ==================================================================

 Total inventory units as of 12/31/99 (including 9 model units)                         1,146
                                                                                     =============
</TABLE>

Backlog- As noted in the above table, the total number of units sold subject to
construction ("backlog") at December 31, 1999, was 88 units, with gross revenues
of such backlog equal to $21,348,100. As of March 12, 2000, the backlog was 166
units, representing $45,750,000 compared to a backlog of 140 units representing
$33,180,000 as of March 15, 1999. See also "Management Discussion and Analysis
of Financial Condition and Results of Operations" for additional discussion of
Real Estate Sales for 1999 and 1998.

1. Antares (Del Mar Heights, San Diego County, California)

      The Antares project, formerly Elysian 2, consists of 100 units of
single-family detached housing. The project consists of three models ranging
from 1,212 to 1,567 square feet with base sales prices before lot premiums or
sales incentives of $210,500 to $310,500. As of December 31, 1999, ninety nine
of the units closed escrow, and the remaining unit was sold subject to
construction. The Company expects the project to be completely sold in the first
quarter of 2000.

      The project is located about 20 miles north of San Diego along Interstate
5.

      In 1996, the Company formed DMM with RGC Courthomes, Inc., a California
Corporation, ("RGC"). In December, 1996, 100 lots in the Antares project were
acquired by DMM. The profits and losses of


                                       6
<PAGE>

DMM are to be distributed between the members as follows, 33.3% to RGC and 66.7%
to the Company.

      The Company's construction loans for the 100 units was secured by Imperial
Bank in 1997. The loans permitted borrowings by the Company of $17,029,313 on
this project and boar interest at the bank's reference rate plus 1.5%. As of
December 31, 1999, the loan had been paid in its entirety.

      The Company had an acquisition loan with the Curci-Turner Company on the
entire 100 lots of the project. The loan permitted borrowing by the Company of
$3,050,000 on this project and boar interest at 12%. The loan contains a profit
sharing provision in the amount of 33.3% of "net proceeds" as defined in the
agreement. As of December 31, 1999, the loan had been paid in its entirety.

2. Summertree Park (Elk Grove, Sacramento County, California)

      The Summertree Park project consists of 120 units of single-family
detached housing. The first phase of 22 units and four models, which product has
been discontinued, and second phase of 19 units, the first phase of the new
product has been sold in its entirety as of December 31, 1998. The project
presently consists of two models ranging from 1,518 to 2,288 square feet with
base sales prices, before lot premiums or sales incentives, of $152,900 to
$177,900. As of December 31, 1999, 29 units remains in phase five and six (13
units in escrow). The Company expects the project to be completely sold in the
second quarter of 2000.

      The project is located about 20 miles south of Sacramento along Highway
99.

      The Company's construction loan for the fifth and sixth phase of
construction was secured with Imperial Bank in 1999. The loan permits borrowing
by the Company of $4,425,000 on this project and bears interest at the bank's
reference rate plus 1.0%. As of December 31, 1999, the outstanding principal of
this loan was $1,309,925, and the Company had available $1,999,556. The Company
believes these funds are adequate to complete the construction of the fifth and
sixth phase of construction.

      The Company has an acquisition/construction loan with the Curci-Turner
Company on the entire 120 lots of the project. The loan permits borrowing by the
Company of $4,000,000 on this project and bears interest at the prime plus 1.5%.
The loan contains a profit sharing provision in the amount of 40% of "net
proceeds" as defined in the agreement. As of December 31, 1999, $860,150 of this
loan was outstanding.

3. McGuire Luxury Apartments (San Diego, California)

      The McGuire project consists of 182 units of single-family attached
housing for lease. The Company entered into a 50 year ground lease agreement
with an option to extend 20 additional years and the right of first refusal to
purchase the land. The Company is currently in the entitlement process and the
development of land. The Company plans to start construction in the current
year.

      The project is located about 20 miles north of San Diego along Interstate
5.

      In 1999, the Company formed RGC Carmel Country Associates, LLC, a
California limited liability company, ("RGC Carmel") with RGC. The profits and
losses of PWA are to be distributed between the members as follows, 50% to RGC
and 50% to the Company.

4. Montserrat Estates (Murrieta, Riverside County, California)

      The Montserrat Estates project consists of 119 units of single-family
detached housing. The project consists of four models ranging from 2,280 to
3,411 square feet with base sales prices before lot premiums or sales incentives
of $174,900 to $242,900. The Company closed escrow on all units as of December
31, 1999.

      The project is located about 65 miles southeast of Los Angeles along
Highway 15.

      The Company secured a $752,000 acquisition loan from Oak Properties 24,
LLC, the land seller, which bears interest at 4.0%. As of December 31, 1999, the
outstanding balance on this loan was paid in its entirety.

      On October 30, 1997, the Company and PICal Housing Associates, L.P.
("PICal") formed Montserrat II, LLC. As part of the formation, Calprop
contributed 119 lots of its Montserrat Estates project as well as certain
obligations related to the lots, for a basis of $550,000, which approximated
book value and fair value. PICal contributed $2,000,000 at the formation and
contributed an additional $864,097. Pursuant to the operating agreement of
Montserrat II, LLC, losses are allocated 100% first to Calprop until its capital
account is zero, then to PICal. Income is allocated first to reverse losses,
then to PICal to attain a return


                                       7
<PAGE>

on its capital, then to Calprop. As of December 31, 1998, PICal attained its
return on capital and accordingly no longer owns ownership interest in
Montserrat II, LLC. During February of 1999, an officer of the Company attained
one percent ownership in the partnership in exchange for the extension of
certain debts. The profits and losses of Mont II are to be distributed between
the members as follows, 1% to Partner and 99% to the Company.

      The Company's construction loan on the 36 units in the fourth phase of
construction was secured in 1998 with Imperial Bank. The loan permitted
borrowing by the Company of $7,034,958 and boar interest at the prime plus 1.0%.
As of December 31, 1999, the loan had been paid off in its entirety.

5. Montserrat Classics (Murrieta, Riverside County, California)

      The Montserrat Classics project consists of 105 lots. The Company is
planning on building single-family homes averaging 2,280 to 3,411 square feet
with average sales prices before lot premiums or sales incentives of $229,900 to
$289,900. As of December 31, 1999, the Company had 105 lots under development.

      The project is located about 65 miles southeast of Los Angeles along
Highway 15.

      The Company has an acquisition/construction loan with the Curci-Turner
Company on the entire 105 lots of the project. The loan permits borrowing by the
Company of $3,450,000 on this project and bears interest at 12%. The loan
contains a profit sharing provision in the amount of 50% of "net proceeds" as
defined in the agreement. As of December 31, 1999, $3,450,000 of the principal
of this loan was outstanding.

6. Mockingbird Canyon (Unincorporated Territory of Riverside County, California)

      The Mockingbird Canyon project consists of 31 lots. The Company is
planning on building single-family homes averaging 3,694 to 4,137 square feet
with average sales prices before lot premiums or sales incentives of $429,900 to
$459,900. As of December 31, 1999, the Company had one model under construction
and 30 lots under development.

      The project is located about 90 miles east of Los Angeles and 30 miles
south of San Bernardino along Interstate 15.

      The Company has an acquisition/construction loan with the Curci-Turner
Company on the entire 31 lots of the project. The loan permits borrowing by the
Company of $3,500,000 on this project and bears interest at 12%. The loan
contains a profit sharing provision in the amount of 50% of "net proceeds" as
defined in the agreement. As of December 31, 1999, $2,750,000 of the principal
of this loan was outstanding.

7. Parkland Farms (Healdsburg, Sonoma County, California)

      The Parkland Farms project, formerly Parkland Hills, consists of 115 units
of single-family detached housing. The project consists of three models ranging
from 1,488 to 1,926 square feet with base sales prices before lot premiums or
sales incentives of $259,900 to $294,900. As of December 31, 1999, the Company
had 46 lots under development, 31 units under construction (eleven were in
escrow), and three models.

      The project is located about 75 miles north of San Francisco along highway
101.

      In 1998, the Company formed Parkland Farms Development Co., LLC, a
California limited liability company, ("Parkland") with an officer of the
Company. In September, 1998, 115 lots in the Parkland Farms project were
acquired by Parkland. The profits and losses of Parkland are to be distributed
between the members as follows, 1% to Partner and 99% to the Company.

      The Company has acquisition/construction loans with the Curci-Turner
Company on the entire 115 lots of the project. The loans permits borrowing by
the Company of $4,808,201 on this project and bears interest at 12%. The loan
contains a profit sharing provision in the amount of 50% of "net proceeds" as
defined in the agreement. As of December 31, 1999, the principal balance of the
loans totaled $2,999,888.

      The Company's construction loan on the 45 units in the first and second
phase of construction was secured in 1998 with Imperial Bank. The loan permits
borrowing by the Company of $14,679,000 and bears interest at the prime plus
1.0%. As of December 31, 1999, the outstanding principal of this loan was


                                       8
<PAGE>

$472,984, and the Company had available $1,154,062. The Company believes these
funds are adequate to complete the construction of the first two phases of
construction.

      The Company's construction loan on the remaining 70 units, phases three
through five was secured in 1999 with Imperial Bank. The loan permits borrowing
by the Company of $14,155,000 and bears interest at the prime plus 1.0%. As of
December 31, 1999, the outstanding principal of this loan was $4,862,281, and
the Company had available $8,662,521. The Company believes these funds are
adequate to complete the construction of the last three phases of construction.

8. Parc Metropolitan

      The Parc Metropolitan project consists of three separate
projects/products, Product A, Product B, and Product C for a total of 382 units.

      Product A consists of 130 lots. The Company is planning on building
single-family attached housing. The project consists of two models ranging from
1,404 to 1,764 square feet with base sales prices before lot premiums or sales
incentives of $340,000 to $375,000.

      Product B consists of 108 lots. The Company is planning on building
single-family attached housing. The project consists of six models ranging from
1,012 to 1,369 square feet with base sales prices before lot premiums or sales
incentives of $270,000 to $330,000.

      Product C consists of 144 lots. The Company is planning on building
single-family attached housing. The project consists of two models ranging from
1,353 to 1,534 square feet with base sales prices before lot premiums or sales
incentives of $320,000 to $360,000.

      The project is located approximately 45 miles south of San Francisco along
highway 880 in the Silicon Valley area.

      In 1998, the Company formed RGCCLPO Development Co., LLC, a California
limited liability company, ("RGCCLPO") with RGC. In September, 1998, 382 lots in
the Metropolitan project were acquired by RGCCLPO. The profits and losses of
RGCCLPO are to be distributed between the members as follows, 50% to RGC and 50%
to the Company. During 1999, the Company acquired RGC's 50% partnership interest
in RGCCLPO to attain 100% ownership as of December 31, 1999.

      The Company acquired the land through seller financing with Ford Motor
Company and Ford Motor Land Development Corporation on the entire 382 lots and
the land for the Parcwest Apartments project. The original note balance of
$12,850,000 bears interest at 9%. As of December 31, 1999, $7,231,714 was
outstanding.

      The Company's acquisition and development loan on the entire 382 lots of
the project was secured in 1998 with Lowe Enterprises Residential Advisors,
("Lowe"). The loan permits borrowing by the Company of $9,700,000 and bears
interest at the prime plus 2.0%. After repayment of principal and interest, Lowe
will receive, as participating interest, a 27% IRR calculated on an annual
basis. As of December 31, 1999, the outstanding principal of this loan was
$9,241,966.

      The Company's construction loan on the first and second phase of
construction for Product A was secured with Imperial Bank in 1998. The loan
permits borrowing by the Company of $13,773,142 on this project and bears
interest at the bank's reference rate plus 1.0%. As of December 31, 1999, the
outstanding principal of this loan was $6,503,102, and the Company had available
$7,100,829. The Company believes these funds are adequate to complete the
construction of the first and second phase of construction.

      The Company's construction loan on the first and second phase of
construction for Product B was secured with Imperial Bank in 1999. The loan
permits borrowing by the Company of $10,604,352 on this project and bears
interest at the bank's reference rate plus 1.0%. As of December 31, 1999, the
outstanding principal of this loan was $3,590,862, and the Company had available
$6,766,445. The Company believes these funds are adequate to complete the
construction of the first and second phase of construction.

      The Company's construction loan on the first and second phase of
construction for Product C was secured with Imperial Bank in 1998. The loan
permits borrowing by the Company of $12,342,388 on this project and bears
interest at the bank's reference rate plus 1.0%. As of December 31, 1999, the
outstanding principal of this loan was $3,327,849, and the Company had available
$8,705,310. The Company believes these funds are adequate to complete the
construction of the first and second phase of


                                       9
<PAGE>

construction.

9. Parcwest

      The Parcwest project consists of 68 lots. The Company is in the
preliminary planning stages of the project to start construction in 2000.

      The project is located approximately 45 miles south of San Francisco along
highway 880 in the Silicon Valley area.

      In 1999, the Company formed PWA Associates, LLC, a California limited
liability company, ("PWA") with RGC. In December, 1999, 68 lots in the Parcwest
project were acquired by PWA. The profits and losses of PWA are to be
distributed between the members as follows, 50% to RGC and 50% to the Company.

10. High Ridge Court

      The High Ridge Court project, formerly Hunters Chase, consists of 170
units of single-family detached housing. The project consists of three models
ranging from 1,146 to 1,884 square feet with base sales prices before lot
premiums or sales incentives of $139,900 to $186,900.

      The project is located approximately 3 miles west of I-25 in the city of
Thornton.

      The Company has an acquisition loan with the Curci-Turner Company on the
entire 170 lots of the project. The loan permits borrowing by the Company of
$2,500,000 on this project and bears interest at 12%. The loan contains a profit
sharing provision in the amount of 50% of "net proceeds" as defined in the
agreement. As of December 31, 1999, $2,196,261 of the principal of this loan was
outstanding.

      The Company's acquisition and development loan for the remaining three
phases of the project was secured in 1999 with First American Bank Texas. The
loan permits borrowing by the Company of $2,041,000 and bears interest at the
prime plus 1.0%. As of December 31, 1999, the outstanding principal of this loan
was $316,976, and the Company had available $1,503,498. The Company believes
these funds are adequate to complete the land development of phases three
through five.

      The Company's revolving construction loan on the entire 170 lots of the
project was secured in 1998 with First American Bank Texas. The revolving loan
permits the Company to have a maximum outstanding balance of $5,000,000 for the
construction of the High Ridge and Saddlerock projects. The loan bears interest
at the prime plus 1.0%. As of December 31, 1999, the outstanding principal
balance of the High Ridge construction loan was $2,241,749.

11. Saddlerock

      The Saddlerock project consists of 94 lots. The Company is planning on
building single-family homes ranging from 1,899 to 2,900 square feet with base
sales prices before lot premiums or sales incentives of $212,000 to $272,000.

      The project is located adjacent to highway E470 approximately 7 miles east
of I-25 in the city of Aurora.

      The Company has an acquisition/construction loan with the Curci-Turner
Company on the entire 94 lots of the project. The loan permits borrowing by the
Company of $2,350,000 on this project and bears interest at 12%. The loan
contains a profit sharing provision in the amount of 50% of "net proceeds" as
defined in the agreement. As of December 31, 1999, $2,350,000 of the principal
of this loan was outstanding.

      The Company's acquisition and development on the entire 94 lots of the
project was secured in 1998 with First American Bank Texas. The loan permits
borrowing by the Company of $2,606,800 and bears interest at the prime plus
1.0%. As of December 31, 1999, the outstanding principal of this loan was
$1,879,436 and the Company had available $291,878. The Company believes these
funds are adequate to complete the development of the 94 lots.


                                       10
<PAGE>

      The Company's revolving construction loan on the entire 94 lots of the
project was secured in 1998 with First American Bank Texas. The revolving loan
permits the Company to have a maximum outstanding balance of $5,000,000 for the
construction of the Saddlerock and High Ridge projects. The loan bears interest
at the prime plus 1.0%. As of December 31, 1999, the outstanding principal
balance of the Saddlerock construction loan was $941,349.

12. Templeton Heights

      The Templeton Heights project consists of 25 lots. The lots are currently
in escrow for sale and scheduled to close in February 2000.

      The property is located approximately 5 miles east of I-25 in the city of
Colorado Springs.

13. Mission Gorge (San Diego, San Diego County, California)

      In 1987, the Company purchased approximately 200 acres of land in San
Diego. The previous owners, as a part of a group of property owners, had entered
into an option agreement with another developer to acquire the group's property,
upon obtaining an Amended Community Plan for the community in which the property
is located. At the present time, the Amended Community Plan has not been
completed. The Company is actively pursuing alternative land development
opportunities.

      The Company formed Mission Gorge, LLC, a California limited liability
company, with the Curci-Turner Company for the purposes of developing the 200
acres of the Mission Gorge project. The net proceeds are to be divided equally,
as defined in the operating agreement, among the two members, Calprop and
Curci-Turner Company.

ITEM 3. Legal Proceedings

      There are no pending legal proceedings to which the Company is a party or
to which any of its properties are subject other than routine litigation
incidental to the Company's business, none of which is considered by the Company
to be material to its business or operations.

ITEM 4. Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of Company's security holders during
the fourth quarter of 1999.


                                       11
<PAGE>

                                     PART II

ITEM 5. Market for the Registrant's Common Equity and Related Stockholder
        Matters

      Since October 1, 1996, transactions in the Company's common stock, its
only class of common equity security, have been regularly quoted on the OTC
Bulletin Board under the symbol CLPO. Prior to October 1, 1996, the Company's
common stock was traded on the American Stock Exchange under the symbol, CPP.

                            First      Second        Third         Fourth
                           Quarter     Quarter      Quarter       Quarter
                           -------     -------      -------       -------

1999 stock price
  range-
    High                   $ 1  5/8    $ 2         $ 2  5/16     $ 2 1/16
    Low                      1  3/8      1 1/2       2             1 9/16

1998 stock price
  range-
    High                    1  1/4       1  3/4      1  7/8        1 5/8
    Low                     1 1/16       1 1/16      1 9/16        1 1/4

As of February 22, 2000, there were 510 record holders of common stock.

Dividends:  There have been no cash dividends declared in the past two years,
            nor was there a stock dividend declared during 1999 or 1998. The
            dividend policy, whether cash or stock, is reviewed by the Board of
            Directors on an annual basis. During 1999, there were no
            restrictions, as a result of a loan or other agreement, limiting the
            Company's ability to issue a dividend.


                                       12
<PAGE>

ITEM 6. Selected Financial Data

      The following data should be read in conjunction with the financial
statements of the Company and the related notes thereto which are included
elsewhere in this Form 10K and in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations," which is also
included elsewhere in this Form 10K.

                FOR THE FIVE YEAR PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                  1999          1998          1997          1996          1995

<S>                            <C>           <C>           <C>           <C>           <C>
SALES AND OPERATING REVENUE    $52,598,849   $33,071,722   $22,908,649   $13,717,126   $17,061,239

NET (LOSS) INCOME                 (752,582)    5,368,006   (1,620,211)   (9,200,342)      $513,381

BASIC (LOSS) INCOME PER
  COMMON SHARE                      $(0.07)        $0.54       $(0.18)       $(1.28)         $0.01

DILUTED (LOSS) INCOME PER
  COMMON SHARE                      $(0.07)        $0.52       $(0.18)       $(1.28)         $0.01

AS OF DECEMBER 31:

TOTAL ASSETS                   $87,817,643   $72,521,889   $30,956,802   $27,533,378   $31,805,263

LONG TERM OBLIGATIONS          $17,201,168   $24,037,842   $14,267,931   $14,993,355   $10,444,731
</TABLE>


                                       13
<PAGE>

ITEM 7. 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 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.

      The Company began experiencing difficulties due to the downturn in the
California real estate market during the second quarter of 1990, and through
1996 the Company continued to be impacted by the general economic downturn. In
response to these conditions the Company began utilizing marketing programs
which included price reductions and incentives to potential buyers. During 1997
however, the California real estate market began to experience a recovery. In
general, the Company's products were well received, exemplified by an increase
in the number of units sold subject to construction ("backlog") at December 31,
1999, 1998, and 1997 of 88, 123, and 114 units, respectively compared to 33
units as of 1996. Additionally, the Company's sales revenue increased from
$22,908,649 in 1997 to $33,071,722 in 1998, and to $52,598,849 in 1999. The
increase in sales revenue between 1997, 1998, and 1999 is primarily attributable
to an increase in units available for sale resulting from an increase in
production. Units increased from 102 in 1997, 162 in 1998, and to 226 in 1999.

      The Company decreased its gross profit to $2,356,734 in 1999 from
$2,627,524 in 1998. As a percentage of gross revenues, gross profit decreased by
3.46 percentage points to 4.48% in 1999 compared to 7.94% in 1998. The
significant decrease of gross profit as a percentage of gross revenues during
1999 results from the increase in the number of home sales in the lower profit
margin projects Summertree Park and Antares compared to the higher profit margin
project Montserrat Estates primarily sold during 1998. In addition, the Cierra
Del Lago project which completed construction in early 1998 and all homes were
sold in the third quarter of 1998 had incurred warranty costs of approximately
$615,000 recognized in 1999. The Company increased its gross profit to
$2,627,524 in 1998 from $54,702 in 1997. As a percentage of gross revenues,
gross profit increased by 7.7 percentage points to 7.94% in 1998 compared to
 .24% in 1997. The significant increase of gross profit as a percentage of gross
revenues during 1998 from 1997 results from the increase in the number of home
sales in the higher profit margin projects in 1998 compared to 1997. During
1997, the Company was selling homes in the Cypress Cove and Summertree Park
projects both of which had been adjusted for impairment in 1996.

      The 1999 impairment loss on the Summertree Park, Elk Grove project is
primarily a result of the introduction of two new product lines during the
second quarter of 1999 to increase the absorption rate and these were primarily
sold during the third quarter. The increase in sales price was not sufficient to
offset the increased direct construction cost, marketing and sales incentives,
production overhead and interest costs and as a result the Company recorded an
impairment loss on real estate under development of $2,519,521 during the third
quarter of 1999. The Company had 29 remaining units as of December 31, 1999.

Results of operations

      The Company had loss before benefit for income taxes of $2,435,955 in 1999
from income before benefit for income taxes of $594,306 in 1998, and a loss
before benefit for income taxes of $1,806,068 in 1997. The net loss suffered in
1999 is primarily a reflection of the recognition of asset impairment of the
Summertree Park, Elk Grove project in the amount of $2,519,521. The change from
a net loss to a net profit in 1998 is primarily due to increase in profit from
operations as the Company began selling homes in its Cierra Del Lago and
Montserrat Estates projects. The net loss in 1997 is primarily due to the impact
of impairment losses on three projects recognized in 1996 resulting in low gross
profit in 1997.


                                       14
<PAGE>

      Gross revenues increased to $52,598,849 in 1999 from $33,071,722 in 1998,
up 59%. Gross revenues were $22,908,649 in 1997. In 1999, the Company sold 226
homes, with an average sales price of $232,738. In 1998, the Company sold 162
homes, with an average sales price of $204,146. In 1997, the Company sold 102
homes, with an average sales price of $224,595.

      The overall gross profit percentage before recognition of impairment loss
of the Company was 4.5%, 7.9%, and 0.2% in 1999, 1998, and 1997, respectively.

      General and administrative expenses were $2,309,225 in 1999 and $1,752,909
in 1998, up 31.7%. General and administrative expenses were $1,444,096 in 1997.
The increase in 1999 from 1998 is the result of an increase in payroll costs,
and increased accounting costs due to the growth of the Company.

      Benefit for income taxes of $1,683,373 in 1999 and $4,773,700 in 1998
includes the utilization of unrecognized deferred income tax benefit of $871,745
and $4,800,000, respectively to recognize a deferred tax asset. The recognized
deferred tax asset is based upon expected utilization of net operating loss
carryforwards. The realization of the deferred tax asset will require aggregate
taxable income of approximately $16,250,000 in future years. Benefit for income
taxes in 1997 of $185,857 represents the net refund resulting from a claim filed
for the carryback of losses related to certain qualifying expenses incurred in
1996.

Liquidity and capital resources

      As of December 1999, the Company has loans outstanding to financial
institutions, secured by the development projects' trust deeds, with rates
ranging from 6.25% to prime plus 2.0% and maturing March 2000 through July 2029.
As of December 31, 1999, the outstanding balances owing on these loans totaled
$48,216,139.

      As of December 31, 1999, the Company had remaining loan commitments from
banks and financial institutions of approximately $44,287,000, 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 December 31, 1999, the Company does not have any material
commitments for capital expenditures in 1999.

      Related Party Notes - The Company has the following notes payable to Curci
at December 31, 1999 and 1998. Under the terms of certain of the notes payable,
Curci participates in "Net Proceeds" from certain projects, as defined in the
loan agreement, which is comparable to net profit:

<TABLE>
<CAPTION>
      Project             Profit share         December 31,         December 31,
                                                   1999                 1998
---------------------   -----------------   ------------------   ------------------
<S>                           <C>                 <C>                   <C>
Summertree Park               40%                    $860,150           $1,701,894
Antares                       33%                          --            2,816,600
Montserrat                    50%                          --              104,250
Parkland Farms                50%                   2,999,888            3,532,739
High Ridge Court              50%                   2,196,261            2,291,297
Saddlerock                    50%                   2,350,000            2,350,000
Mockingbird Canyon            50%                   2,750,000            2,513,808
Montserrat Classics           50%                   3,450,000                   --
                                            ------------------   ------------------
                                                   14,606,299           15,310,588
                                            ------------------   ------------------
Other:
  Unsecured loans                                   1,604,250            1,400,000
                                            ------------------   ------------------
                                                  $16,210,549          $16,710,588
                                            ==================   ==================
</TABLE>

      During 1999, the Company purchased RGC's fifty percent ownership in
RGCCLPO. Consideration for the purchase consisted of issuance of a note payable
for $2,000,000 and payment of cash of $1,000,000. As of December 31, 1999, the
outstanding principal balance on this loan totaled $2,000,000.

      During 1996, the Company converted its Preferred Stock to Common Stock and
the accrued Preferred Stock dividend due an officer of the Company and a related
party of $581,542 and $472,545, respectively, was exchanged for notes with
interest payable at 10%. As of December 31, 1999, the outstanding principal due
an officer of the Company and a related party on these notes was $581,542 and
$462,330, respectively. As of December 31, 1998, $581,542 and $472,545 was
outstanding.


                                       15
<PAGE>

      Included in notes payable to related parties is a note payable to Mission
Gorge, LLC which bear interest at 12%. Outstanding balances as of December 31,
1999 and 1998 was $2,000,000.

      Included in notes payable to related parties are notes payable to an
officer which bear interest at 12%. Outstanding balances as of December 31, 1999
and 1998 were $2,865,611 and $930,000, respectively.

      The Company has other loans from related parties, which provide for
interest at 10% per annum and are due on demand. As of December 31, 1999 and
1998 these loans totaled $740,000 and $175,000, respectively.

      As of December 31, 1999, the Company had 11 remaining projects in various
stages of development. During 1999, the Company had five producing revenues from
completed homes: Summertree Park, Montserrat Estates, Antares, Parkland Farms,
and High Ridge Court. As of December 31, 1999, the Montserrat Estates project
was completed and all homes were closed in escrow. The remaining six projects,
Creekside Estates, Montserrat Classics, Parc Metropolitan, Parcwest Apartments,
Saddlerock, and McGuire Luxury Apartments are in the initial stages of
development. The Company enters 2000 with 251 homes under construction, of which
88 are sold, and 9 model units. Additionally, the Company has an inventory of
886 lots under development.

      Based on its agreements with its lenders, the Company believes that it
will have sufficient liquidity to finance its construction projects in 1999
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 2000, minimize
operating expenses, and maintain control over costs. With regard to the debt
coming due in 2000, 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 2000.


                                       16
<PAGE>

Quantitative and Qualitative Disclosures About Market Risk

      The table below represents the contractual balances of our financial
instruments at the expected maturity dates as well as their fair value at
December 31, 1998. The expected maturity categories take into consideration
actual amortization of principal and does not take into consideration
reinvestment of cash. The weighted average interest rate for various liabilities
presented are actual as of December 31, 1998.

<TABLE>
<CAPTION>
                                                       Principal maturing in:                                        Fair value
                              -------------------------------------------------------------------------
                                                                                                                     December 31,
                                  1999         2000        2001        2002        2003     Thereafter     Total         1998
                              ===================================================================================================
<S>                           <C>          <C>           <C>         <C>         <C>       <C>          <C>          <C>
Interest rate sensitive
  liabilities

Variable rate borrowings      $19,198,445  $7,663,835    $         --                                   $26,862,280  $26,862,280

   Average interest rate            8.86%        9.57%                                                        9.06%

Fixed rate borrowings          15,158,506    5,273,353     11,100,654                                    31,532,513   31,532,513

   Average interest rate           11.81%       10.66%          9.00%                                        10.63%
                              ===================================================================================================
                              $34,356,951  $12,937,188   $11,100,654                                    $58,394,793  $58,394,783
                              ===================================================================================================
Weighted average interest
  rate                             10.16%       10.01%          9.00%                                         9.91%
                              ===================================================================================================
</TABLE>

      The table below represents the contractual balances of our financial
instruments at the expected maturity dates as well as their fair value at
December 31, 1999. The expected maturity categories take into consideration
actual amortization of principal and does not take into consideration
reinvestment of cash. The weighted average interest rate for various liabilities
presented are actual as of December 31, 1999.

<TABLE>
<CAPTION>
                                                       Principal maturing in:                                        Fair value
                              -------------------------------------------------------------------------
                                                                                                                     December 31,
                                  2000         2001        2002        2003        2004     Thereafter     Total         1999
                              ===================================================================================================
<S>                           <C>          <C>           <C>         <C>         <C>       <C>          <C>          <C>
Interest rate sensitive
  liabilities

Variable rate borrowings      $40,011,138     $314,231                                     $        --  $40,325,369  $40,325,369

   Average interest rate            9.74%        9.50%                                                        9.74%

Fixed rate borrowings          15,863,865   15,886,937                                       1,000,000   32,750,802   32,750,802

   Average interest rate           11.64%       10.58%                                           6.35%       10.96%
                              ===================================================================================================
                              $55,875,003  $16,201,168                                      $1,000,000  $73,076,171  $73,076,171
                              ===================================================================================================
Weighted average interest
  rate                             10.28%       10.56%                                           6.35%       10.29%
                              ===================================================================================================
</TABLE>

Year 2000 Issue

      The Company successfully implemented its year 2000 remediation plan for
all affected information technology-based systems and other remediation plans
related to non-Management Information Systems. Following the arrival of the Year
2000, the Company has not experienced any problems, with devices and raw
materials manufactured and/or supplied by third parties. There was no
interruption in the Company's ability to build and deliver its products and
transact business with its suppliers and customers. The Company has received no
notification from vendors regarding Year 2000 issues and the Company continues
to monitor its systems and suppliers for any unanticipated issues that may not
yet have manifested themselves.

Effects of inflation

     Real estate has long been considered a hedge against inflation, and
inflation has often contributed to dramatic growth in property values. During
normal markets, the Company has been able to pass increased costs of materials
and labor to its buyers by increasing its sales prices. However, growth in
property values slowed or reversed during 1996 and 1997 in California, thus
preventing the Company from increasing sales prices to cover increased costs. In
1998 and 1999, due to the strength and stability of the economy, the real estate
market has experienced increases in sales price and the number of home buyers.


                                       17
<PAGE>

ITEM 8. Financial Statements and Supplementary Data

Page No.  Financial Statements:

    24    Independent Auditors' Report

    25    Consolidated Balance Sheets as of December 31, 1999 and 1998

    26    Consolidated Statements of Operations For Each of the Three Years
          Ended December 31, 1999

    27    Consolidated Statements of Stockholders' Equity For Each of the Three
          Years Ended December 31, 1999

    28    Consolidated Statements of Cash Flows For Each of the Three Years
          Ended December 31, 1999

    30    Notes to Consolidated Financial Statements

          FINANCIAL STATEMENT SCHEDULE:

    42    II - Valuation and Qualifying Accounts -- Three Years Ended December
          31, 1999

          Schedules other then listed above are omitted because they are not
          applicable, not required, or the information required to be set forth
          therein is included in the financial statements or the notes thereto.

ITEM 9. Disagreements on Accounting and Financial Disclosure

          None.


                                       18
<PAGE>

                                    PART III

      Items 10, 11, 12 and 13 are incorporated by reference from the Company's
definitive proxy statement to be filed within 120 days after the close of the
calendar year with the Commission, pursuant to Regulation 14A.

                                     PART IV

ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)   (1) and (2) For a listing of financial statements and schedules, reference
      is made to Item 8 included in this Form 10-K.

      (3) The Exhibits listed on the accompanying Index to Exhibits immediately
      following Schedule II are filed as part of this report. Exhibits 10.1
      through 10.4 are compensatory plans.

(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' 1998 annual and fourth quarter results.

      A Current Report on Form 8-K dated May 3, 1999 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, 1999, and under item 7(c) a press release announcing Calprop Corporations'
first quarter results.

      A Current Report on Form 8-K dated August 18, 1999 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, 1999, and under item 7(c) a press release announcing Calprop Corporations'
second quarter results.

      A Current Report on Form 8-K dated November 16, 1999 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
September 30, 1999, and under Item 7(c) a press release announcing Calprop
Corporation's 1999 third quarter results.


                                       19
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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
---------------------------------
(Registrant)


/s/ Victor Zaccaglin                                          April 13, 2000
---------------------------------                         ----------------------
Victor Zaccaglin,                                                  Date
Chairman of the Board
  and Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


/s/ Mark F. Spiro                                              April 13, 2000
--------------------------------                            --------------------
Mark F. Spiro                                                       Date
Vice President/Secretary and
Treasurer (Chief Financial
and Accounting Officer)


/s/ Ronald S. Petch                                            April 13, 2000
--------------------------------                            --------------------
Ronald S. Petch,                                                    Date
President


/s/ E. James Murar                                             April 13, 2000
--------------------------------                            --------------------
E. James Murar                                                      Date
Director


/s/ Mark T. Duvall                                             April 13, 2000
--------------------------------                            --------------------
Mark T. Duvall                                                      Date
Director


/s/ John L. Curci                                               April 13, 2000
---------------------------------                           --------------------
John L. Curci                                                       Date
Director


/s/ Victor Zaccaglin                                            April 13, 2000
---------------------------------                           --------------------
Victor Zaccaglin                                                    Date
Chairman of the Board
Chief Executive Officer


                                       20
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
and Stockholders of Calprop Corporation:

      We have audited the accompanying consolidated balance sheets of Calprop
Corporation and subsidiaries (the "Company") as of December 31, 1999 and 1998,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended December 31, 1999.
Our audits also included the financial statement schedule listed in the Index at
Item 8. These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statements and financial statement schedule based on
our audits.

      We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

      In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Calprop Corporation and
subsidiaries as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999 in conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.

DELOITTE & TOUCHE LLP

Los Angeles, California
April 13, 2000


                                       21
<PAGE>

                               CALPROP CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
Assets

                                                                     1999              1998
                                                        ------------------------------------
<S>                                                           <C>               <C>
REAL ESTATE UNDER DEVELOPMENT (Notes 3 and 5)                 $79,070,791       $65,282,197
                                                        ------------------------------------
OTHER ASSETS:
    Cash and cash equivalents                                   1,405,663         1,590,403
    Deferred tax asset (Note 6)                                 6,500,000         4,800,000
    Other assets (Note 4)                                         841,189           849,289
                                                        ------------------------------------
          Total other assets                                    8,746,852         7,239,692
                                                        ------------------------------------
                                                              $87,817,643       $72,521,889
                                                        ====================================
Liabilities and Stockholders' Equity

TRUST DEEDS AND NOTES PAYABLE (Note 5)                        $48,216,139       $37,524,507
RELATED PARTY NOTES (Note 5 )                                  24,860,032        20,870,286
                                                        ------------------------------------
     Total trust deeds, notes payable and
         related party notes                                   73,076,171        58,394,793
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                        6,391,621         5,056,010
WARRANTY RESERVES                                                 358,287           284,624
                                                        ------------------------------------
     Total liabilities                                         79,826,079        63,735,427
                                                        ------------------------------------
MINORITY INTERESTS                                                228,191           326,941
                                                        ------------------------------------

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' EQUITY (Note 8):

     Common stock, no par value; $1 stated value,
         20,000,000 shares authorized; 10,293,735
         and 10,284,135 shares issued and outstanding
         at December 31, 1999 and 1998, respectively           10,293,735        10,284,135
     Additional paid-in capital                                25,849,961        25,851,130
     Deferred Compensation (Note 7)                              (170,327)         (241,130)
     Stock Purchase Loans (Note 7)                               (496,934)         (474,134)
     Accumulated deficit                                      (27,713,062)      (26,960,480)
                                                        ------------------------------------
          Total Equity                                          7,763,373         8,459,521
                                                        ------------------------------------
                                                              $87,817,643       $72,521,889
                                                        ====================================
</TABLE>

                 See notes to consolidated financial statements


                                       22
<PAGE>

                               CALPROP CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                1999            1998            1997
                                                      ------------------------------------------------
<S>                                                      <C>             <C>             <C>
DEVELOPMENT OPERATIONS (Note 3):
    Real estate sales                                    $52,598,849     $33,071,722     $22,908,649
    Cost of real estate sales                             50,242,115      30,444,198      22,853,947
                                                      -----------------------------------------------
                                                           2,356,734       2,627,524          54,702
    Recognition of impairment of real estate under
        development (Note 3)                              (2,519,521)
                                                      -----------------------------------------------
        (Loss) income from development operations           (162,787)      2,627,524          54,702

Other income                                                 107,610          87,405          91,738

Other expenses:
    General and administrative                             2,309,225       1,752,909       1,444,096
    Interest expense (Note 5)                                 70,304         135,081         339,766
    Investment property holding costs                                                        185,838
                                                      -----------------------------------------------
       Total other expenses                                2,379,529       1,887,990       1,969,700

Minority interests                                             1,249         232,633         (17,192)
                                                      -----------------------------------------------

(Loss) income before benefit for income taxes             (2,435,955)        594,306      (1,806,068)
Benefit for income taxes (Note 6)                          1,683,373       4,773,700         185,857
                                                      -----------------------------------------------

NET (LOSS) INCOME                                          $(752,582)     $5,368,006     $(1,620,211)
                                                      ===============================================

BASIC (LOSS) INCOME PER SHARE (NOTE 8)                        $(0.07)          $0.54          $(0.18)
                                                      ===============================================
DILUTED (LOSS) INCOME PER SHARE (NOTE 8)                      $(0.07)          $0.52          $(0.18)
                                                      ===============================================
</TABLE>

                 See notes to consolidated financial statements


                                       23
<PAGE>

                               CALPROP CORPORATION
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                             Common      Stock
                           ----------------------- Additional   Deferred     Stock                     Total
                                                    Paid-In       Comp-     Purchase  Accumulated  Stockholders'
                             Shares     Amount      Capital     ensation     Loans      Deficit       Equity
                           --------------------------------------------------------------------------------------

<S>                        <C>        <C>         <C>           <C>        <C>         <C>             <C>
BALANCE,
January 1, 1997            9,224,585  $9,224,585  $25,911,579   $(68,655)              $(30,708,275)  $4,359,234
  Net loss                                                                               (1,620,211)  (1,620,211)
  Net issuance of shares
    under 1989 stock
    incentive plan
    (Note 7)                  80,200      80,200      (24,673)   (55,527)
  Amortization of
    deferred compensation
    (Note 7)                                                      17,587                                  17,587
                        -----------------------------------------------------------------------------------------
BALANCE,
December 31, 1997          9,304,785   9,304,785   25,886,906   (106,595)               (32,328,486)   2,756,610

  Net income                                                                              5,368,006    5,368,006

  Net issuance of shares
    under 1989 stock
    incentive plan
    (Note 7)                  98,100      98,100       64,725   (162,825)

  Issuance of shares
    upon option
    exercise                 151,250     151,250      (25,827)                                           125,423

  Issuance of shares
    upon executive
    loan (Note 7)            730,000     730,000      (74,674)             $(455,938)                    199,388

  Accrual of interest
    under stock purchase
    loan                                                                     (18,196)                    (18,196)

  Amortization of
    deferred
    compensation
    (Note 7)                                                      28,290                                  28,290
                        -----------------------------------------------------------------------------------------

BALANCE,
December 31, 1998         10,284,135  10,284,135   25,851,130   (241,130)   (474,134)   (26,960,480)   8,459,521

  Net loss                                                                                 (752,582)    (752,582)

  Cancellation of shares
    under 1989 stock
    incentive plan
    (Note 7)                (13,400)     (13,400)                  9,200
  Issuance of shares
    upon option
    exercise                 23,000       23,000       (1,169)                                            17,631

  Accrual of interest
    under stock purchase
    loan                                                                     (22,800)                    (22,800)

  Amortization of
    deferred
    compensation
    (Note 7)                                                      61,603                                  61,603
                        -----------------------------------------------------------------------------------------

BALANCE,
December 31, 1999        10,293,735  $10,293,735  $25,849,961  $(170,327)  $(496,934)  $(27,713,062)  $7,763,373
                        =========================================================================================
</TABLE>

                 See notes to consolidated financial statements


                                       24
<PAGE>

                               CALPROP CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                   1999              1998              1997
                                                          -------------------------------------------------
<S>                                                            <C>            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss) income                                        $   (752,582)     $  5,368,006      $ (1,620,211)
  Adjustments to reconcile net (loss) income  to net
    cash used in operating activities:
      Minority interests                                          1,249           232,633           (17,192)
      Depreciation and amortization                             121,114            73,414            50,677
      Deferred income taxes                                  (1,700,000)       (4,800,000)
      Recognition of impairment of real estate under
        development                                           2,519,521

      Provision for warranty reserves                           456,283           288,977           207,844
  Change in assets and liabilities
      Decrease (increase) in other assets                        34,284          (261,994)         (203,505)
      Increase in accounts payable and accrued
        liabilities                                           1,335,611         1,740,563           929,102
      Decrease  in warranty reserves                           (382,619)         (292,631)         (180,967)
      Additions to real estate under development            (66,550,230)      (69,400,417)      (26,210,556)
      Cost of real estate sales                              50,242,115        30,444,198        22,853,947
      Accrued interest for executive stock purchase loans       (22,800)          (18,196)
                                                          -------------------------------------------------
          Net cash used in operating activities             (14,698,054)      (36,625,447)       (4,190,861)
                                                           ------------      ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                          (85,695)          (77,605)          (21,152)
                                                           ------------      ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Borrowings under related party notes                       10,970,840        13,852,845         6,652,968
  Payments under related party notes                         (6,981,094)       (5,701,388)       (6,342,689)
  Borrowings under trust deeds and notes payable             59,300,047        57,750,061        15,318,368
  Payments under trust deeds and notes payables             (48,608,415)      (26,939,363)      (13,616,425)
  Contributions from joint venture partners                                       770,558         2,483,019
  Distributions to joint venture partners                      (100,000)       (2,864,097)         (407,980)
  Proceeds from issuance of common stock                         17,631           324,811
                                                          -------------------------------------------------
      Net cash provided by financing activities              14,599,009        37,193,427         4,087,261
                                                          -------------------------------------------------
  Net (decrease) increase in cash and cash equivalents         (184,740)          490,375          (124,752)
  Cash and cash equivalents at beginning of the year          1,590,403         1,100,028         1,224,780
                                                          -------------------------------------------------
  Cash and cash equivalents at end of the year             $  1,405,663      $  1,590,403      $  1,100,028
                                                           ================================================
</TABLE>

                                See notes to consolidated financial statements


                                       25
<PAGE>

                               CALPROP CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                     1999         1998          1997
                                                               --------------------------------------

<S>                                                               <C>         <C>           <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

  Cash paid during the year for:

    Interest (net of amount capitalized)                          $57,524     $135,081      $339,766

    Income taxes                                                   21,727       26,300

NON-CASH INVESTING AND FINANCING ACTIVITIES:

  Exchange of loan from related party to minority interest                                  $120,000

  Issuance of shares in exchange for executive loans
    to officers                                                                162,825

  Receipt of executive loans in exchange for issuance
    of shares                                                                  455,938

  Sale of the Victorville property                                           2,975,982

  Reduction of debt related to the
   sale of the Victorville property                                          2,975,982

  Acquisition of 50% interest in joint venture in
    exchange for cash and a note payable of
    $2,000,000                                                  2,000,000
</TABLE>

                 See notes to consolidated financial statements


                                       26
<PAGE>

                               CALPROP CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

(1)   Organization

            Nature of operations - Calprop Corporation ("the Company"), a
            California Corporation, constructs and sells single-family detached
            and attached homes and townhomes as part of condominiums or planned
            unit developments in California and Colorado. As of December 31,
            1999, the Company had eleven residential housing projects in various
            stages of development, consisting of 251 homes under construction
            (88 were in escrow), 886 lots under development, and 9 model homes
            used in selling the various types of housing developed. The
            Company's products range from homes for first-time buyers to custom
            homes.

            Basis of consolidation - The accompanying financial statements
            include the accounts of Calprop Corporation and all its
            subsidiaries.

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

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                        Ownership interest at
                Entity                    December 31, 1999                Development
--------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>
Colorado Pacific Homes, Inc. ("CPH")             80%          Real estate in the state of Colorado

DMM Development, LLC ("DMM")                     50%          Cierra del Lago and Antares projects,
                                                              California

Montserrat Development Co., LLC ("MDC")        99-100%        Montserrat project, California

Montserrat II, LLC ("Mont II")                   99%          Montserrat Estate project, 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 ("PWA")                      50%          68 unit apartment in Milpitas, California

RGC Carmel Country Associates, LLC ("RGC         50%          182 townhomes for lease in San Diego,
Carmel")                                                      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.

            MDC: MDC was formed February 10, 1997 by the Company and an officer
            of the Company. The Company received ninety-nine percent of the
            profits from the development of the first 24 lots and one hundred
            percent of the profits from the development of 29 additional lots.
            The project was completed and the entity was dissolved during 1998.

            Mont II: Pursuant to the operating agreement of Mont II, income was
            allocated first to PICal Housing Associates, L.P. ("PICaL") to
            obtain the return of its capital. Subsequent income is allocated
            100% to the Company.

            Parkland: Pursuant to the operating agreement of Parkland, Calprop
            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.

            RGCCLPO: Pursuant to the operating agreement of RGCCLPO, Calprop was
            entitled to receive fifty percent of the profits of RGCCLPO, and the
            other member, RGC, was entitled to receive the


                                       27
<PAGE>

                               CALPROP CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

            remaining fifty percent of the profits. During December 1999,
            Calprop purchased all of RGC's ownership interest in RGCCLPO.

            As a result of the consolidations, the Company has recorded minority
            interest of $228,191 and $326,941 as of December 31, 1999, and
            December 31, 1998, respectively.

(2)   Summary of Significant Accounting Policies

            Revenue and cost recognition - Revenue from real estate sales and
            related costs are recognized at the close of escrow, when title
            passes to the buyer. Cost of real estate sales is based upon the
            relative sales value of units sold to the estimated total sales
            value of the respective projects.

            The Company reviews the carrying value of its real estate
            developments for impairment whenever events or changes in
            circumstances indicate that the carrying amount of the asset may not
            be recoverable. If the sum of the expected future cash flows is less
            than the carrying amount of the asset, the Company recognizes an
            impairment loss. During 1999, the Company recorded an impairment
            loss of $2,519,521 (Note 3).

            Cash and cash equivalents - For purposes of the statement of cash
            flows, cash and cash equivalents include readily marketable
            securities with an original maturity of 90 days or less.

            Income Taxes - Deferred income tax assets and liabilities are
            computed for differences between the financial statement and income
            tax bases of assets and liabilities that will result in taxable or
            deductible amounts in the future. Such deferred income tax asset and
            liability computations are based on enacted tax laws and rates
            applicable to periods in which the differences are expected to
            affect taxable income. A valuation allowance is established, when
            necessary, to reduce deferred income tax assets to the amount
            expected to be realized. Income tax expense is the income tax
            payable or refundable for the period plus or minus the change during
            the period in deferred income tax assets and liabilities.

            Office Equipment and other - Office equipment and other is stated at
            cost less accumulated depreciation. Equipment is depreciated
            utilizing the straight-line method over its estimated useful life of
            five years.

            Warranty reserves - The Company provides a one-year warranty to
            purchasers of single-family homes. The Company accrues estimated
            warranty costs on properties as they are sold. Estimated warranty
            costs are based on actual warranty costs.

            In addition, to the Company's one-year warranty, California law
            provides the Company's customers certain implied warranties, the
            scope and duration of which exceed the Company's express warranties.
            The Company requires its subcontractors to indemnify the Company in
            writing and requires the insurance of the subcontractor to provide
            that the Company is a primary insured on their insurance policy and
            an additional insured from its subcontractors for liabilities
            arising from their work, except for liability arising through the
            sole negligence or willful misconduct of the Company or from defects
            in designs furnished by the Company. Nevertheless, the Company is
            primarily liable to its customers for breach of warranty. The
            Company has builder's product liability insurance coverage which it
            believes to be adequate in light of the Company's claims history.

            Employee Stock Plans - The Company adheres to APB Opinion No. 25 to
            account for its stock-based compensation awards to employees and
            discloses the required pro forma effect on net income and earnings
            per share consistent with SFAS No. 123, "Accounting for Stock Based
            Compensation."

            Use of estimates - The preparation of financial statements in
            conformity with generally accepted accounting principles requires
            management to make estimates and assumptions that affect the
            reported amounts of assets and liabilities and disclosure of
            contingent assets and liabilities at the date of the


                                       28
<PAGE>

                               CALPROP CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

            financial statements and the reported amounts of revenues and
            expenses during the reporting period. Actual results could differ
            from those estimates.

            Segment Information - The Company is in one business segment, the
            residential housing industry, and as a result, substantially all of
            the assets of the Company are devoted to that segment and
            accordingly do not provide additional segment disclosure.

            Reclassifications - Certain prior year amounts have been
            reclassified to conform to the 1999 presentation.

            Fair Value of Financial Instruments - Management believes the
            recorded value of notes payable to financial institutions
            approximate the fair market value as a result of variable interest
            rates and short term durations. Management also believes that it is
            not practical to estimate the fair value of related party notes.


                                       29
<PAGE>

                               CALPROP CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

(3)   Real Estate Under Development

      Real estate under development at December 31, 1999 and 1998 is summarized
      as follows:

<TABLE>
<CAPTION>
                                                    1999                        1998
                                              ---------------------------------------------------------
                                                  Amount      Units/Lots       Amount      Units/Lots
                                              ---------------------------------------------------------
<S>                                              <C>                 <C>      <C>                 <C>
Single-family residences                         $19,822,171         111      $27,653,597         184

Townhomes                                         14,503,476          41        2,731,232          12

Apartments                                           251,949
                                              ---------------------------------------------------------
Total single family residences                    34,577,596         152       30,384,829         196

Land under development                            41,980,927         994       32,417,774         918
                                              ---------------------------------------------------------
Total real estate under development before
  investment in joint venture                     76,558,523       1,146       62,802,603       1,114

Investment in joint venture                        2,512,268                    2,479,594
                                              ---------------------------------------------------------
Total real estate under development              $79,070,791       1,146      $65,282,197       1,114
                                              =========================================================
</TABLE>

Investment in joint venture represents the Company's investment in Mission
Gorge, LLC. In 1996, Mission Gorge, LLC, a California limited liability company,
was formed and the Company transferred its Mission Gorge property to the joint
venture. In connection with the formation, the Curci-Turner Company ("Curci"),
exchanged a $2,000,000 note receivable from the Company for a 50% ownership
interest in Mission Gorge, LLC. A principal of the Curci-Turner Company is a
stockholder of the Company.

Development operations in 1999, 1998 and 1997 are summarized as follows:

<TABLE>
<CAPTION>
                                                      1999                   1998                  1997
                                             ----------------------------------------------------------------------
REAL ESTATE SALES:                                  Amount     Units       Amount     Units       Amount     Units
                                             ----------------------------------------------------------------------
<S>                                             <C>             <C>     <C>            <C>     <C>             <C>
  Single-family residences                      $52,598,849     226     $33,071,722    162     $14,283,509     71

  Townhomes                                                                                      8,625,140     31
                                             ----------------------------------------------------------------------
     Total Sales                                 52,598,849     226      33,071,722    162      22,908,649    102

COST OF REAL ESTATE SALES:

  Single-family residences                       49,576,788              30,124,006             14,090,308

  Townhomes                                         198,089                  31,215              8,555,795

  Apartments                                         10,956

  Warranty                                          456,282                 288,977                207,844
                                             --------------           -------------          -------------
     Total Cost of Sales                         50,242,115              30,444,198             22,853,947

Recognition of impairment of real estate
  under development                              (2,519,521)
                                             --------------           -------------          -------------

(Loss) income from development operations         $(162,787)             $2,627,524                $54,702
                                             ==============           =============          =============
</TABLE>

During 1999, the Company recorded an impairment loss on its Summertree Park, Elk
Grove project of $2,519,521. The impairment loss on the Summertree Park, Elk
Grove project was primarily a result of a slower absorption caused by a sagging
real estate market in the Sacramento area since the inception of the project.
The Company introduced two new product lines at the Summertree Park, Elk Grove
project during the second quarter of 1999 to


                                       30
<PAGE>

                               CALPROP CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

increase the absorption rate and these were primarily sold during the third
quarter. The increase in sales price was not sufficient to offset the increased
direct construction cost, marketing and sales incentives, production overhead
and interest costs and as a result the Company recorded an impairment loss on
real estate under development of $2,519,521 during the third quarter.

(4)   Other Assets

      Other assets at December 31, 1999 and 1998 are as follows:

                                     Interest Rate     Outstanding  Balance
                                     -------------  ----------------------------
                                                         1999            1998
                                                    ----------------------------
Trust deeds receivable                10%-12%           $118,853       $132,240

Less reserve                                             (50,000)       (50,000)
                                                    ----------------------------
Net trust deeds receivable                                68,853         82,240

Related party receivable                                  70,000

Deposits in escrow                                         1,000        225,000

Office equipment and other, net of
accumulated depreciation of $182,823
and $123,312 as of December 31, 1999
and 1998, respectively                                   617,117        453,274

Prepaid expenses                                          84,219         88,775
                                                    ----------------------------
Other assets                                            $841,189       $849,289
                                                    ============================

      The trust deeds receivable are collateralized by lots, houses, and
      condominium units sold by the Company, and mature from 2013 to 2014.

(5)   Trust Deeds, Notes Payable and Related Party Notes

      Trust deeds, notes payable and related party notes as of December 31, 1999
      and 1998 are as follows:

                                                               Balance
                                                    ----------------------------
                                                         1999          1998
                                                    ----------------------------
Trust Deeds and Notes Payable:

Notes payable to financial institutions, secured by
development projects' trust deeds - variable rates
ranging from 6.25% to prime + 2.0%, (10.50% at
December 31, 1999); maturing March 2000 through
July 2029                                             $48,216,139    $37,524,507
                                                    ============================
Related Party Notes:

Notes payable to related parties, secured by
development projects' trust deeds - rates of
prime + 1.5%, (10% at December 31, 1999) and 12%;
maturing on demand through December 2001              $16,606,299    $17,310,588

Notes payable to related parties, unsecured - rates
of 10% and 12%; maturing on demand through
December 2001                                           8,253,733      3,559,698
                                                    ----------------------------
Total related party notes                             $24,860,032    $20,870,286
                                                    ============================


                                       31
<PAGE>

                               CALPROP CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

      As of December 31, 1999, the Company had remaining loan commitments from
      banks and financial institutions of approximately $44,287,000 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.

      Related Party Notes - The Company has the following notes payable to Curci
      at December 31, 1999 and 1998. Under the terms of certain of the notes
      payable, Curci receives interest and participates in "Net Proceeds" from
      certain projects, as defined in the loan agreement, which is comparable to
      net profit:

            Project          Profit share     December 31,     December 31,
                                                   1999            1998
      -------------------   --------------   --------------   --------------
      Summertree Park             40%              $860,150       $1,701,894

      Antares                     33%                              2,816,600

      Montserrat                  50%                                104,250

      Parkland Farms              50%             2,999,888        3,532,739

      High Ridge Court            50%             2,196,261        2,291,297

      Saddlerock                  50%             2,350,000        2,350,000

      Mockingbird Canyon          50%             2,750,000        2,513,808

      Montserrat Classics         50%             3,450,000
                                             --------------   --------------
                                                 14,606,299       15,310,588
                                             --------------   --------------
      Other:

        Unsecured loans                           1,604,250        1,400,000
                                             --------------   --------------
      Total - Curci                             $16,210,549      $16,710,588
                                             ==============   ==============

      Other Related Parties

      During 1999, the Company purchased RGC's fifty percent ownership in
      RGCCLPO. Consideration for the purchase consisted of issuance of a note
      payable for $2,000,000 and payment of cash of $1,000,000. As of December
      31, 1999, the outstanding principal balance on this loan totaled
      $2,000,000.

      During 1996, the Company converted its Preferred Stock to Common Stock and
      the accrued Preferred Stock dividend due an officer of the Company and a
      related party of $581,542 and $472,545, respectively, was exchanged for
      notes with interest payable at 10%. As of December 31, 1999, the
      outstanding principal due on these notes was $581,542 and $462,330,
      respectively.

      As of December 31, 1999, the Company had loans, which provide for interest
      at 10% and in which certain loans are due on demand from related parties.
      As of December 31, 1999, these loans totaled $740,000.

      Included in notes payable to related parties are notes payable to an
      officer which bear interest at 12%. Outstanding balances as of December
      31, 1999 and 1998 were $2,865,611 and $930,611, respectively.

      Aggregate future principal payments due on trust deeds payable, notes
      payable and related party notes are as follows:

                     Years Ended
                     December 31,
                     -----------------------------------------
                     2000                          $55,875,003
                     2001                           16,201,168
                     Thereafter                      1,000,000


                                       32
<PAGE>

                               CALPROP CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

                     -----------------------------------------
                     Total                         $73,076,171
                     =========================================

      During 1999, 1998 and 1997, the Company paid interest of $2,124,618,
      $1,446,132 and $1,081,847, respectively, on loans from related parties.
      The Company capitalized interest of approximately $2,067,094, $1,311,051
      and $742,081 for 1999, 1998 and 1997, respectively.

(6)   Income Taxes

      The benefit for income taxes consisted of the following:

                                                Year Ended December 31,
                                       ----------------------------------------
                                           1999          1998         1997
                                       ----------------------------------------
    Current income tax expense               $16,627       $26,300

    Net deferred income tax benefit      (1,700,000)   (4,800,000)    $(185,857)
                                       ----------------------------------------
                                        $(1,683,373)  $(4,773,700)    $(185,857)
                                       ========================================

      During the year ended December 31, 1999 and 1998, the Company reduced the
      deferred tax valuation allowance to recognize a deferred income tax
      benefit of $1,700,000 and $4,800,000, respectively. The deferred tax
      benefit is based upon expected utilization of net operating loss
      carryforwards. The realization of the deferred tax asset will require
      aggregate taxable income of approximately $16,250,000 in future years.

      The Company has assessed its past earnings history and trends, sales
      backlog, budgeted sales, and expiration dates of carryforwards and has
      determined that it is more likely than not that the $6,500,000 of deferred
      tax assets will be realized.

      As of December 31, 1999, the Corporation had net operating loss
      carryforwards for federal and state income tax purposes of approximately
      $23,000,000 and $6,400,000, respectively. For federal and state tax
      purposes the net operating loss carryforwards expire from 2007 through
      2013, and from 2000 through 2003, respectively.

      Benefit for income taxes in 1997 of $185,857 represents the net refund
      resulting from a claim filed for the carryback of losses related to
      certain qualifying expenses incurred in 1996.

      The deferred income tax assets, resulting from differences between
      accounting for financial statements purposes and tax purposes, less
      valuation allowance, are as follows:

                                    1999             1998             1997
                               ------------------------------------------------
 Inventory reserves                $1,128,000        $927,000        $3,758,000
 Warranty reserves and others         218,000         218,000           391,000
 State net operating loss             376,000         886,000         1,700,000
 Net operating loss                 7,768,000       8,500,000         5,282,000
                               ------------------------------------------------
                                    9,490,000      10,531,000        11,131,000
 Valuation allowance               (2,990,000)     (5,731,000)      (11,131,000)
                               ------------------------------------------------
                                   $6,500,000      $4,800,000      $         --
                               ================================================


                                       33
<PAGE>

                               CALPROP CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

      The following is a reconciliation of the federal statutory rate to the
      Company's effective rate for 1999, 1998, and 1997:

<TABLE>
<CAPTION>
                                                   1999                       1998                        1997
                                      ----------------------------------------------------------------------------------
                                             Amount   Percentage        Amount   Percentage         Amount   Percentage

                                      ----------------------------------------------------------------------------------
<S>                                       <C>               <C>       <C>               <C>     <C>               <C>
Statutory rate                            $(828,225)        (34)%     $202,064          34%     $(550,872)        (34%)
Utilization of NOL                                                    (202,064)        (34%)
State franchise tax, net of federal
tax benefit                                  16,627          .7%        26,300         4.4%
Utilization of unrecognized deferred
    income tax benefit                     (871,745)      (35.8%)   (4,800,000)     (807.6%)
Increase in valuation allowance                                                                   550,872          34%
                                      ----------------------------------------------------------------------------------
                                        $(1,683,373)      (69.1%)  $(4,773,700)     (803.2%)     $     --          --
                                      ==================================================================================
</TABLE>

(7)   Qualified and Non-Qualified Stock Option Plans

      The Company has three stock-based compensation plans, which are described
      below. The Company applies APB Opinion 25 and related Interpretations in
      accounting for its stock-based compensation. Accordingly, no compensation
      costs have been recognized for its fixed stock option plans during 1997,
      1998, and 1999. The compensation cost that has been charged against income
      for its stock incentive plan was $61,602 in 1999, $28,290 in 1998 and
      $17,587 in 1997. Had compensation costs for the Company's stock-based
      compensation plans been determined based on the fair value at the grant
      dates for awards under those plans consistent with SFAS No. 123, the
      Company's net (loss) income and (loss) income per share would have been
      adjusted to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                           1999         1998           1997
                                                           ----         ----           ----
<S>                                                    <C>           <C>           <C>
      Net (loss) income to
        common shareholders:             As reported   $  (752,582)  $5,368,006    $(1,620,211)
                                         Pro forma     $(1,047,863)  $5,079,334    $(1,737,223)

      Diluted (loss) income per share:   As reported      $(0.07)      $0.52          $(0.18)
                                         Pro forma        $(0.10)      $0.49          $(0.19)
</TABLE>

      The 1983 Stock Option Plan authorized an aggregate of 653,006 (adjusted
      for stock dividends) shares of common stock to be reserved for grant. The
      1983 Stock Option Plan expired in September, 1993. Changes in the 1983
      Stock Option Plan are summarized as follows:

<TABLE>
<CAPTION>
                                          1999                       1998                       1997
                                ------------------------   ------------------------   ------------------------
                                             Weighted-                  Weighted-                  Weighted-
                                             Average                    Average                    Average
                                             Exercise                   Exercise                   Exercise
                                  Shares     Price           Shares     Price           Shares     Price
                                ------------------------   ------------------------   ------------------------
<S>                                <C>       <C>             <C>        <C>             <C>        <C>
Outstanding, beginning of year     64,000    $2.89           154,500    $1.72           294,500    $1.41

Granted

Exercised                            (500)   $2.50           (90,000)   $0.88

Canceled                                                        (500)   $2.50          (140,000)   $1.07
                                ------------------------   -------------------------  ------------------------
Outstanding, end of year           63,500    $2.89            64,000    $2.89           154,500    $1.72
                                ========================   =========================  ========================
Exercisable, end of year           48,500                     44,000                    129,500
                                ===============            ==============             ===============
</TABLE>


                                       34
<PAGE>

                               CALPROP CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

      The 1993 Stock Option Plan, (amended by the shareholders May 20, 1999)
      authorizes an aggregate of 2,000,000 shares of the Company's common stock
      to be reserved for grant. The options fully vest a year from the date of
      grant. Changes in the 1993 Stock Option plan are summarized as follows:

<TABLE>
<CAPTION>
                                          1999                       1998                       1997
                                ------------------------   ------------------------   ------------------------
                                             Weighted-                  Weighted-                  Weighted-
                                             Average                    Average                    Average
                                             Exercise                   Exercise                   Exercise
                                  Shares     Price           Shares     Price           Shares     Price
                                ------------------------   ------------------------   ------------------------
<S>                                <C>        <C>            <C>         <C>             <C>        <C>
Outstanding, beginning of year      659,000   $1.13          1,162,000   $0.85             872,250   $0.90
Granted                             260,350   $1.56            274,900   $1.63             297,000   $0.71
Exercised                           (43,300)  $0.89           (766,250)  $0.89
Canceled                             (7,750)  $1.63            (11,650)  $0.77              (7,250)  $0.87
                               -------------------------   -------------------------  ------------------------
Outstanding, end of year            868,300   $1.27            659,000   $1.13           1,162,000   $0.85
                               =========================   =========================  ========================
Exercisable, end of year            607,950                    384,100                     865,000
                               =============               ==============             ===============
Available for grant, end
of year                             320,650                    83,250                      339,500
                               =============               ==============             ===============
</TABLE>

      The following table summarizes information about the outstanding options
      at December 31, 1999, from the Company's 1983 and 1993 stock option plans:
<TABLE>
<CAPTION>

                                    Options Outstanding                         Options Exercisable
                    ----------------------------------------------------- --------------------------------
                        Number      Weighted-Average                           Number
     Range of         Outstanding       Remaining       Weighted-Average     Exercisable  Weighted-Average
 Exercise Prices      at 12/31/99   Contractual Life     Exercise Price      at 12/31/99   Exercise Price
------------------- ----------------------------------------------------- --------------------------------
<S>                       <C>           <C>                  <C>                 <C>           <C>
  $0.69 to $0.96          299,800       5.8 years            $0.72               299,800       $0.72
  $1.00 to $1.88          568,500       9.1 years            $1.56               308,150       $1.56
  $2.50 to $3.00           63,500       2.2 years            $2.89                48,500       $2.86
                    ----------------------------------------------------- --------------------------------
  $0.69 to $3.00          931,800       7.6 years            $1.38               656,450       $1.27
                    ======================================================================================
</TABLE>

      The 1989 Executive Long-Term Stock Incentive Plan , (amended by the
      shareholders May 23, 1996) authorizes an aggregate of 500,000 (adjusted
      for stock dividends) shares of the Company's common stock to be reserved
      for awards to key employees of the Company. The stock, once granted to the
      key employees, vests at 20 percent a year from the date of grant. The
      non-vested shares represent unearned compensation. The 1989 Executive
      Long-Term Incentive Plan expired in May, 1999. Changes in the 1989
      Executive Long-Term Stock Incentive plan are summarized as follows:

                                                1999         1998          1997
                                        ----------------------------------------
Issued shares, beginning of year             435,680      337,580       257,380

Issued                                                    103,500        82,000

Returned at termination of employment        (13,400)      (5,400)       (1,800)
                                        ----------------------------------------
Issued shares, end of year                   422,280      435,680       337,580
                                        ========================================
Vested, end of year                          287,080      229,180       174,180
                                        ========================================


                                       35
<PAGE>

                               CALPROP CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

Available for award, end of year                  --       65,320       158,840
                                        ========================================

      Included as a separate deduction of stockholder's equity is deferred
      compensation relating to this plan of $170,327 and $241,130 as of December
      31, 1999, and 1998, respectively.

      The 1992 Director Stock Option Plan authorizes an aggregate amount of
      100,000 shares to be granted. Each year, the directors that are members of
      the stock option committee are granted options to buy 7,500 shares at the
      market price at the date of grant, exercisable one year after grant, and
      expire 10 years after the grant date. During 1997, 1998 and 1999, 15,000
      shares, 15,000 shares and 15,000 shares, respectively, were granted under
      this plan at an exercise prices of $0.44, $1.13 and $1.63 per share,
      respectively. The exercise prices represent the market price at the date
      of grant. At December 31, 1999, 22,500 shares were outstanding related to
      this plan.

      In 1996, the Company issued warrants to purchase 150,000 shares of common
      stock. As of December 31, 1999, 150,000 warrants were outstanding.

      The weighted-average fair value of the options granted during 1999, 1998
      and 1997 is $0.98, $1.28 and $0.60, respectively. The fair value of each
      option was estimated on the date of grant using the Black-Scholes
      option-pricing model with the following weighted-average assumptions for
      1999, 1998 and 1997, respectively: risk-free interest rates of 6.5 percent
      for all years; dividend yield of zero percent for all years; expected
      lives of 9.7, 9.7, and 8.1 years; and volatility of 28, 61, and 106
      percent.

      Options to purchase 1,104,300 and 875,500 shares of common stock were
      outstanding during 1999 and 1998, respectively. For the years ended
      December 31, 1999 and 1997, options were not included in the computation
      of diluted net loss per common share because the effect would be
      antidilutive to the net loss in the period. However, for the year ended
      December 31, 1998, 328,900 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.

      On March 10, 1998, three officers and a director of the Company exercised
      options to purchase a total of 720,000 shares of common stock with a
      weighted-average exercise price of $0.8989 per share. The Company received
      $199,389 cash from an officer and received $447,813 in notes receivable
      from the remaining two officers and the director as a result of the
      exercise of these options. The notes receivable accrue interest at 4.987%
      and mature on March 10, 2001 and are guaranteed by the officers.

      On October 15, 1998, one officer of the Company exercised options to
      purchase a total of 10,000 shares of common stock with a weighted-average
      exercise price of $0.8125 per share. The Company received a note
      receivable for $8,125 from the officer as a result of the exercise of
      these options. The note receivable accrues interest at 4.987% and mature
      on October 15, 2001 and is guaranteed by the officer.

      As of December 31, 1999 and 1998, accrued interest for the stock purchase
      loans was $40,996 and $18,196, respectively.


                                       36
<PAGE>

                               CALPROP CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

(8)   Earnings Per Share

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

<TABLE>
<CAPTION>
                                                    1999           1998            1997
                                               -------------------------------------------
<S>                                              <C>            <C>           <C>
Numerator:

     Net (loss) income                            $(752,582)    $5,368,006    $(1,620,211)
                                               -------------------------------------------
     Numerator for basic and diluted
     net (loss) income per share                  $(752,582)    $5,368,006    $(1,620,211)
                                               ===========================================
Denominator for basic net (loss) income
  per share                                      10,289,852     10,005,565       9,242,386

  Effect of dilutive stock options                                 275,730
                                               -------------------------------------------
Denominator for dilutive net (loss) income
  per share (weighted average
  outstanding shares)                            10,289,852     10,281,295       9,242,386
                                               ===========================================
Basic net (loss) income per share                    $(0.07)         $0.54         $(0.18)
                                               ===========================================
Diluted net income per share                         $(0.07)         $0.52         $(0.18)
                                               ===========================================
</TABLE>

(9)   Commitments and Contingencies

      There are several legal actions and claims pending against the Company.
      Based on the advice of legal counsel, management believes that the
      ultimate liability, if any, which may result from any of these lawsuits
      will not materially affect the financial position or results of operations
      of the Company.

      The Company has operating leases that expire through 2003. Future minimum
      rent as of December 31, 1999, is $134,779 in 2000, $107,750 in 2001,
      $31,004 in 2002, and $18,085 in 2003, for a total of $291,619. Rent
      expense for the years ended December 31, 1999, 1998 and 1997 was $159,431,
      $137,854, and $127,667, respectively.

(10)  Quarterly Financial Data - (unaudited)

      Year Ended December 31, 1999

<TABLE>
<CAPTION>
                                        First        Second          Third        Fourth
                                 --------------------------------------------------------
<S>                                <C>          <C>            <C>           <C>
Sales                              $7,782,859   $18,381,700    $15,730,888   $10,703,402
                                 ========================================================
Income (loss) from development
  operations                         $736,453      $511,209   $(1,889,442)      $478,993
                                 ========================================================
Net income (loss)                    $328,193       $74,834       $927,006   $(2,082,615)
                                 ========================================================
Basic income (loss) per share           $0.03         $0.01          $0.09       $(0.20)
                                 ========================================================
Diluted income per share                $0.03         $0.01          $0.09       $(0.20)
                                 ========================================================
</TABLE>

      During the fourth quarter, the Company recorded a deferred tax expense of
      $1,700,000


                                       37
<PAGE>

                               CALPROP CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE YEARS ENDED DECEMBER 31, 1999

Year Ended December 31, 1998

<TABLE>
<CAPTION>
                                        First        Second          Third        Fourth
                                 -------------------------------------------------------
<S>                                <C>           <C>           <C>           <C>
Sales                              $2,805,786    $7,632,478    $12,020,548   $10,612,910
                                 =======================================================
(Loss) income from development
  operations                         $(82,503)     $699,992     $1,122,684      $887,351
                                 =======================================================
Net (loss) income                   $(494,163)     $105,667     $2,896,652    $2,859,850
                                 =======================================================
Basic (loss) income per share          $(0.05)        $0.01          $0.29         $0.28
                                 =======================================================
Diluted income per share               $(0.05)        $0.01          $0.27         $0.27
                                 =======================================================
</TABLE>


                                       38
<PAGE>

                               CALPROP CORPORATION
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                   For the three years ended December 31, 1999

                                                                    Trust Deeds
                                                    Warranty         Receivable
                                                 -------------------------------
Balance January 1, 1997                               $261,401           $50,000
     Additions charged to operations                   207,844               ---
     Reductions                                      (180,967)               ---
                                                 ------------------------------
Balance December 31, 1997                              288,278            50,000
     Additions charged to operations                   288,977               ---
     Reductions                                      (292,631)               ---
                                                 ------------------------------
Balance December 31, 1998                              284,624            50,000
     Additions charged to operations                   456,282               ---
     Reductions                                      (382,619)               ---
                                                 ------------------------------
Balance December 31, 1999                             $358,287           $50,000
                                                 ==============================


                                       39
<PAGE>

                                Index to Exhibits

3.1   Articles of Incorporation of the Company
      (Incorporated by reference to Exhibit 3.1 to the Company's Amendment No. 1
      to Form S-1 filed with Securities Exchange Commission on July 3, 1994
      bearing File #33-62516.)

3.2   By-laws of the Company
      (Incorporated by reference to Exhibit 3.2 to the Company's Amendment No. 1
      to Form S-1 filed with Securities Exchange Commission on July 3, 1994
      bearing File #33-62516.)

10.1  1983 Calprop Corporation Stock Option Plan
      (Incorporated by reference to the Company's Form S-8 Registration
      Statement (File No. 2-86872), which became effective September 30, 1983.)

10.2  1989 Executive Long-Term Stock Incentive Option Plan
      (Incorporated by reference to the Company's Form S-8 Registration
      Statement (File No. 33-33640), which became effective March 18, 1991.)

10.3  1992 Directors Stock Option Plan
      (Incorporated by reference to the Company's Form S-8 Registration
      Statement (File No. 33-57226), which became effective January 18, 1993.)

10.4  1993 Calprop Corporation Stock Option Plan
      (Incorporated by reference to Exhibit 10.3 to the Company's Amendment No.
      1 to Form S-1 filed with Securities Exchange Commission on July 3, 1993
      bearing File #33-62516.)

23    Independent Auditors' Consent

27    Financial Data Schedule


                                       40
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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
-----------------------------
(Registrant)


                                                             April 13, 2000
-----------------------------                            -----------------------
Victor Zaccaglin,                                                Date
Chairman of the Board
  and Chief Executive Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


                                                             April 13, 2000
-----------------------------                            -----------------------
Mark F. Spiro                                                    Date
Vice President/Secretary and
Treasurer (Chief Financial
and Accounting Officer)


                                                             April 13, 2000
-----------------------------                            -----------------------
Ronald S. Petch                                                  Date
President


                                                             April 13, 2000
-----------------------------                            -----------------------
E. James Murar                                                   Date
Director


                                                              April 13, 2000
-----------------------------                            -----------------------
Mark T. Duvall                                                   Date
Director


                                                              April 13, 2000
-----------------------------                            -----------------------
John L. Curci                                                    Date
Director


                                                              April 13, 2000
-----------------------------                            -----------------------
Victor Zaccaglin                                                 Date
Chairman of the Board
Chief Executive Officer


                                       42