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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

X         ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
----      OF 1934 For the fiscal year ended DECEMBER 31, 1999
                                        OR
          TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
----      ACT OF 1934

          For the transition period from            to
                                         ----------    ----------
Commission File Number  0-9380
                        ------

                            CAPITAL PROPERTIES, INC.
                            ------------------------
                 (Name of small business issuer in its charter)

   Rhode Island                                                05-0386287
   ------------                                                ----------
(State or other jurisdiction of                      IRS Employer Identification
incorporation or organization)                       No.

100 Dexter Road, East Providence, Rhode Island                          02914
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

Issuer's telephone number            (401) 435-7171
                           -----------------------------------------------------

Securities registered under Section 12(b) of the Exchange Act:

                                               Name of each exchange
         Title of each class                    on which registered
         ----------------------------          -----------------------
         Common Stock-$1.00 par value          American Stock Exchange

Securities registered under Section 12(g) of the Exchange Act:

                                      None
          ------------------------------------------------------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the issuer was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes  X  No
                                                              ---    ---

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

For the year ended December 31, 1999, the Issuer's revenues totaled $9,588,000.


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As of March 1, 2000, the aggregate market value of the voting stock held by
non-affiliates of the Issuer was $10,713,000, which excludes voting stock held
by directors, executive officers and holders of 5% or more of the voting power
of the Issuer's common stock (without conceding that such persons are
"affiliates" of the Issuer for purposes of federal securities law.) The Issuer
has no outstanding non-voting common equity.

As of March 1, 2000, the Issuer had 3,000,000 shares of Common Stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE - Portions of the proxy statement for the
2000 annual meeting of shareholders are incorporated by reference into Part III.
Portions of the annual report to shareholders of Capital Properties, Inc. for
the year ended December 31, 1999 are incorporated by reference into Parts I, II,
and III.

Transitional Small Business Disclosure Format. Yes     No  X
                                                   ---    ---

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                                     PART I
                                     ------
ITEM 1. - DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

The Issuer was organized as a business corporation under the laws of Rhode
Island in 1983 as Providence and Worcester Company and is the successor by
merger in 1983 to a corporation also named Providence and Worcester Company
which was organized under the laws of Delaware in 1979. The Issuer's corporate
name was changed to Capital Properties, Inc. in 1984.

BUSINESS OF ISSUER

The Issuer owns certain properties in downtown Providence, Rhode Island which it
leases or is holding for lease to third parties (see "Properties Under Long-Term
Leases" and "Properties Under Short-Term Leases," in Item 2 below). The Issuer
is the largest single landowner in the Capital Center Project area but is
nevertheless subject to some measure of competition from other landowners.

The Issuer owns all of the outstanding capital stock of Tri-State Displays,
Inc., (through which the Issuer leases land for billboards along interstate and
primary highways for outdoor advertising purposes) and all of the outstanding
capital stock of Capital Terminal Company which was incorporated in 1996
(through which the Issuer operates its petroleum storage facilities). (See
"Petroleum Storage Facilities" in Item 2 below.)

References hereinafter to the "Issuer" are, unless the context indicates
otherwise, collectively to the Issuer and its wholly-owned subsidiaries and its
predecessors.

MISCELLANEOUS

For information relating to the Issuer's dependence on one or a few major
customers, see Note 11 of Notes to Consolidated Financial Statements in the
Issuer's 1999 Annual Report to shareholders attached hereto as Exhibit 13
(hereinafter referred as the "1999 Annual Report"), which Note is incorporated
herein by reference.

During the last two years, no monies were expended by the Issuer and its
subsidiary on material research and development activities.

Compliance with federal, state and local provisions which have been enacted or
adopted regulating the discharge of materials into the environment, or otherwise
relating to the protection of the environment, has not had a material effect
upon the capital expenditures, earnings or competitive position of the Issuer.

On December 31, 1999, the Issuer employed a total of 9 full-time employees and 1
part-time employee.

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ITEM 2. - DESCRIPTION OF PROPERTY

PRINCIPAL FACILITIES

The Issuer's principal executive offices are located at its petroleum storage
facilities at 100 Dexter Road, East Providence, Rhode Island 02914.

INVESTMENT POLICIES AND INVESTMENTS IN REAL ESTATE

The Issuer has no established policy for the purchase of additional developed or
undeveloped property. However, should suitable parcels become available in the
general area of the Issuer's current land holdings, the Issuer would consider
such an acquisition depending on current levels of cash and the availability of
financing. Any properties acquired would most likely be leased primarily to
developers under long-term leases. The Issuer periodically invests its excess
cash in United States government and governmental agency obligations maturing in
not more than eighteen months.

DESCRIPTION OF REAL ESTATE AND OPERATING DATA

All of the properties described below (except the petroleum storage facilities)
are shown on a map on page 7 of the Issuer's 1999 Annual Report, which map is
incorporated herein by reference.

All the properties described below (except for the air rights) are owned in fee
by the Issuer. There are no mortgages, liens or other encumbrances on such
properties.

In the opinion of management, all of the properties described below are
adequately covered by insurance. Insurance is also required of all tenants, with
the Issuer being named as an additional insured.

PETROLEUM STORAGE FACILITIES - The Issuer holds title to approximately 8 acres
of land fronting on the Seekonk River in East Providence, Rhode Island. The
property is used and operated primarily as a petroleum storage facility (the
Facilities) with aggregate storage capacity of 340,000 barrels. Although the
Issuer has received a height variance from the zoning board of appeals on any
new tanks to be erected, it has no present plans to erect any tanks at this
time. The property can be further developed to contain several additional tanks
with an aggregate storage capacity at least equal to the current capacity. The
Issuer is constructing in two phases a new expanded truck rack which will be
fully automated and will have both top and bottom loading capabilities at an
estimated cost of construction of $2.2 million. The first phase was completed in
December 1999. It is anticipated that the second phase will be completed during
the first quarter of 2000 at an estimated cost of $880,000.

In January 1998, the Issuer purchased the Wilkesbarre Pier in the Port of
Providence and its deep-water berth for receiving petroleum products by tanker.
In January 1998, the Issuer also purchased the perpetual right to transport
petroleum products from the Pier to its terminal property through pipelines
owned by a third party.

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This property is the only independent petroleum storage facility with deep-water
access in the market area. All of the petroleum storage tanks and buildings are
owned by the Issuer.

In October 1996, the Issuer resumed possession of the Facilities. In September
1998, the Issuer entered into a short-term arrangement with Global Companies,
L.L.C. under which the Issuer operates the entire Facilities for Global. In May
1999, the Issuer entered into an agreement with Global extending the arrangement
for an additional three years plus options to extend on an annual basis.

The following schedule sets forth certain information on the federal tax basis
of that portion of the petroleum terminal property which is depreciated:

<TABLE>
<CAPTION>
                                 Land
                              Improvements       Buildings            Tanks              Equipment
                              ------------       ---------            -----              ---------
<S>                            <C>              <C>                <C>                  <C>
Federal Tax Basis (cost)       $367,921          $173,051          $2,246,787           $1,537,117
Rate per year                    6.67%          2.5% to 5%        3.3% to 20%               40%
Method                           S/L               S/L                 S/L               200% DDB
Life (Years)                     15              20 to 40            5 to 33                 5
</TABLE>

The 1999 real estate taxes are $43,477 for the petroleum storage facilities and
$35,702 for the Wilkesbarre Pier at a $23.05 per Thousand Dollars of assessed
valuation tax rate. It is not known what the tax assessment will be on the
equipment and land improvements put into service in 1999.

PROPERTIES UNDER LONG-TERM LEASES - The Issuer owns approximately 20.5 acres of
land within the Capital Center Project area of downtown Providence, including
1.9 acres of air rights over Amtrak's Northeast Corridor railroad tracks which
run through downtown Providence. (The land underlying the Parking Garage
described below is also included in this acreage.) See the map on page 7 of the
Issuer's 1999 Annual Report, which map is incorporated herein by reference.

At December 31, 1999, land leases for three separate land parcels within this
area have commenced with remaining terms of up to 143 years. These leases have
scheduled rent increases over their terms. For further information on the
development of these parcels by the tenants, reference is made to the
President's Report at pages 2 and 3 in the Issuer's 1999 Annual Report, which
report is incorporated herein by reference.

As of December 31, 1999, the Issuer had entered into a land lease for 149 years
under which the developer proposes to construct a building of approximately
350,000 square feet of commercial space and a minimum of 200 public parking
spaces. The lease provides a period of time within which the developer may
perform its due diligence, seek the approval of the plans for its complex from
the Capital Center Commission and enter into a tax stabilization agreement with
the City of Providence. There can be no assurance that the developer will be
able to satisfy the conditions precedent to proceeding with the development. The
Issuer is unable to determine at this time when construction will begin and
therefore the time at which the term of each lease will commence.

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PROPERTIES UNDER SHORT-TERM LEASES:

PARKING GARAGE - The Issuer owns a 360-car parking garage adjacent to a rail
passenger station in downtown Providence, Rhode Island, together with the
underlying land (the Parking Garage), which is leased under a short-term
cancelable lease to a firm experienced in parking operations. The annual rent is
$121,000 ($.79 per square foot). The federal tax cost basis of the Parking
Garage (exclusive of the underlying land) is $2,500,000, which is being
depreciated on the straight-line method at the rate of 2.5% per year over a
40-year life. The 1999 real estate taxes are $103,527 on the Parking Garage and
$63,686 on the underlying land using a $33.44 per Thousand Dollars of assessed
valuation tax rate. (For a discussion of the litigation currently pending with
the State of Rhode Island and the Federal Railroad Administration concerning the
parking rates in the garage, reference is made to the President's Report at page
5, which report is incorporated herein by reference.)

Parcels 3E, 3W, 4E, 4W and 6 in the Capital Center Project area and Parcels 21
and 22 immediately adjacent to this area are leased for surface parking purposes
to the same firm that leases the Parking Garage described above. The Issuer
continues to seek developers for the remaining parcels, and these leases can be
terminated on short notice should suitable development opportunities arise or
when construction on a parcel commences as described above.

In connection with Parcel 4E, in 1989 the Issuer entered into a non-binding
letter of intent with a developer who proposes to construct an office building.
The developer has delayed the project until such time as it has located a major
tenant to occupy the building.

ITEM 3. LEGAL PROCEEDINGS

PETITION FOR ASSESSMENT OF DAMAGES - For a discussion of the litigation
currently pending with the State of Rhode Island, reference is made to Note 2 of
Notes to Consolidated Financial Statements in the Issuer's 1999 Annual Report,
which note is incorporated herein by reference.

For a discussion of the litigation with the National Railroad Passenger
Corporation currently pending, reference is made to Note 3 of Notes to
Consolidated Financial Statements in the Issuer's 1999 Annual Report, which note
is incorporated herein by reference.

For a discussion of the litigation currently pending with the State of Rhode
Island and the Federal Railroad Administration, reference is made to the
President's Report at page 5, which report is incorporated herein by reference.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

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                                     PART II
                                     -------
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

See page 32 of the Issuer's 1999 Annual Report, which page is incorporated
herein by reference.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

See pages 8 through 13 of the Issuer's 1999 Annual Report, which pages are
incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS

The following consolidated financial statements of the Issuer and its
subsidiaries, set forth at pages 15 through 30 of the Issuer's 1999 Annual
Report, are incorporated herein by reference:

     Consolidated balance sheet--December 31, 1999

     Consolidated statements of income (loss) and retained earnings--years ended
     December 31, 1999 and 1998

     Consolidated statements of cash flows--years ended December 31, 1999 and
     1998

     Notes to consolidated financial statements--years ended December 31, 1999
     and 1998

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

                                      II-1

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                                    PART III
                                    --------
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
ISSUER

For information with respect to the directors and control persons of the Issuer,
see Pages 3, 4 and 5 of the Issuer's definitive proxy statement for the 2000
annual meeting of its shareholders, which pages are incorporated herein by
reference.

The following are the executive officers of the Issuer:

<TABLE>
<CAPTION>
                                                                 Date of First
Name                            Age        Office Held       Election to Office
----                            ---        -----------       ------------------
<S>                              <C>       <C>                          <C>
Robert H. Eder                   67        Chairman                     1995
Ronald P. Chrzanowski            57        President                    1997
Barbara J. Dreyer                61        Treasurer                    1997
Stephen J. Carlotti              57        Secretary                    1998
</TABLE>

All officers hold their respective offices until their successors are duly
elected and qualified. Mr. Chrzanowski served as Vice President of the Issuer
from November 12, 1997 to December 31, 1997, and as President since that date.
Ms. Dreyer served as Secretary-Treasurer of the Issuer from 1987 to 1995; as
President and Treasurer from 1995 to December 31, 1997 and as Treasurer since
that date.

ITEM 10. EXECUTIVE COMPENSATION

See page 3 of the Issuer's definitive proxy statement for the 2000 annual
meeting of its shareholders, which page is incorporated herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

See pages 3 and 4 of the Issuer's definitive proxy statement for the 2000 annual
meeting of its shareholders, which pages are incorporated herein by reference.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See pages 4 and 5 of the Issuer's definitive proxy statement for the 2000 annual
meeting of its shareholders, which pages are incorporated herein by reference.

                                      III-1
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Index of Exhibits:

     (3)  (a)  Restated articles of incorporation (incorporated by reference to
               Exhibit 3 to the Issuer's report on Form 8A dated June 6, 1997).

          (b)  By-laws, as amended (incorporated by reference to Exhibit 3(b) to
               the Issuer's quarterly report on Form 10-QSB for the quarter
               ended September 30, 1999).

     (10) Material contracts:
          (a)  Leases between Metropark, Ltd., and Issuer:
               (i)  Dated December 1, 1999; see page III-3;

               (ii) Dated as of November 1, 1998 (incorporated by reference to
                    Exhibit 10(b)(ii) to the Issuer's annual report on Form
                    10-KSB for the year ended December 31, 1998);

               (iii)Dated as of December 1, 1998 (incorporated by reference to
                    Exhibit 10(b)(iii) to the Issuer's annual report on Form
                    10-KSB for the year ended December 31, 1998);

               (iv)Dated as of January 1, 1999 (incorporated by reference to
                    Exhibit 10(b)(iv) to the Issuer's annual report on Form
                    10-KSB for the year ended December 31, 1998); and

               (v)  Dated as of January 1, 1999 (incorporated by reference to
                    Exhibit 10(b)(v) to the Issuer's annual report on Form
                    10-KSB for the year ended December 31, 1998).

     (13) Annual report to shareholders for the year ended December 31, 1999;
          see page III-4.

     (21) Subsidiaries of the Issuer; see page III-5.

     (22) Plan of the Issuer's parcels in Downtown Providence (incorporated by
          reference to page 7 of the Issuer's annual report to shareholders for
          the year ended December 31, 1999), filed as Exhibit 13 hereto.

     (27) Financial Data Schedule.

(b)  A report on Form 8-K was filed on December 2, 1999, reporting that the
     Rhode Island Supreme Court affirmed the judgment of the Rhode Island
     Superior Court ordering to the State of Rhode Island to pay a condemnation
     award owed to the Company.

                                      III-2
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                                   SIGNATURES
                                   ----------
     In accordance with Section 13 or 15(d) of the Exchange Act, the Issuer
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                               CAPITAL PROPERTIES, INC.

                                               By   /s/ Ronald P. Chrzanowski
                                                   -----------------------------
                                                     Ronald P. Chrzanowski
                                                     President and Principal
                                                     Executive Officer

Dated:  March 8, 2000

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Issuer and in the capacities and on the
dates indicated.

SIGNATURE

 /s/ Robert H. Eder                                        March 9, 2000
--------------------------------------
Robert H. Eder
Chairman and Director


 /s/ Ronald P. Chrzanowski                                 March 8, 2000
--------------------------------------
Ronald P. Chrzanowski
President and Director
(Principal Executive Officer)


 /s/ Barbara J. Dreyer                                     March 8, 2000
--------------------------------------
Barbara J. Dreyer
Treasurer, Principal Financial Officer
and Principal  Accounting Officer


 /s/ James H. Dodge                                        March 8, 2000
--------------------------------------
James H. Dodge, Director