CAPITAL PROPERTIES, INC.

                           100 Dexter Road
                East Providence, Rhode Island  02914


              NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


                              April 27, 1999


PLEASE TAKE NOTICE that the 1999 annual meeting of shareholders of Capital 
Properties, Inc. (the "Company") will be held at the offices of Hinckley, 
Allen and Snyder, 1500 Fleet Center in Providence, Rhode Island, on Tuesday, 
April 27, 1999 at 2:00 o'clock P.M., local time, for the following purposes:

        (1)  To amend the By-laws to eliminate mandatory retirement 
             age for directors;

        (2) 	To amend the By-laws to provide that further 
             amendments to the By-laws may be adopted by a majority 
             vote of either the board of directors or the 
             shareholders;

        (3) 	To elect five directors to serve for a term of one 
             year until their successors are elected and qualified;

        (4) 	To approve the appointment of Lefkowitz, Garfinkel, 
             Champi & DeRienzo P.C. as independent auditors of the 
             accounts of the Company for 1999; and

        (5) 	To transact such other business, if any, as may  
             properly come before the meeting or any adjournment or 
             adjournments thereof.

Holders of record of the common stock on the books of the Company as of the 
close of business on March 1, 1999 will be entitled to vote.

                                  By Order of the Board of Directors
                                                                           


                                  STEPHEN J. CARLOTTI
                                  Secretary

East Providence, Rhode Island
March 25, 1999

Kindly fill in, date and sign the enclosed proxy and promptly return it in the 
enclosed addressed envelope, which requires no postage if mailed in the United 
States.  If you are personally present at the meeting, the proxy will not be 
used without your consent.

<PAGE>


                         CAPITAL PROPERTIES, INC.

                             PROXY STATEMENT

                      ANNUAL MEETING OF SHAREHOLDERS

                             April 27, 1999

                  SOLICITATION AND REVOCATION OF PROXIES


The accompanying proxy is solicited by the Board of Directors of Capital 
Properties, Inc. (the "Company"), in connection with the annual meeting of 
shareholders to be held April 27, 1999, and the Company will bear the cost of 
such solicitation.  It is expected that the solicitation of proxies will be 
primarily by mail.  Proxies may also be solicited personally by regular 
employees of the Company at nominal cost.  The Company may reimburse brokerage 
houses and other custodians, nominees and fiduciaries holding stock for others 
in their names, or in those of their nominees, for their reasonable out-of-
pocket expenses in sending proxy materials to their principals or beneficial 
owners and obtaining their proxies.  Any shareholder giving a proxy has the 
power to revoke it at any time prior to its exercise, but the revocation of a 
proxy will not be effective until notice thereof has been given to the 
Secretary of the Company.  Notice of revocation may be delivered in writing to 
the Secretary prior to the meeting or may be transmitted orally to the 
Secretary at the meeting.  Every properly signed proxy will be voted in 
accordance with the specifications made thereon.

This proxy statement and the accompanying proxy are expected to be first sent 
to shareholders on March 25, 1999.


                              VOTING AT MEETING

Only shareholders of record at the close of business on March 1, 1999, will be 
entitled to vote at the meeting.  Under the Company's articles of 
incorporation, each shareholder has one vote for every share owned.  On the 
record date, there were 3,000,000 shares of common stock of the Company 
outstanding.  There were no other outstanding securities of the Company 
entitled to vote.

The directors will be elected in each case by vote of the holders of a 
majority of the shares present or represented at the meeting.

Shares represented by proxies which are marked "withhold authority" with 
respect to the election of any particular nominee for director, "abstain" with 
respect to amending the By-laws, the approval of independent auditors, or to 
deny discretionary authority on any other matters will be counted as shares 
present and entitled to vote, and accordingly any such marking of a proxy will 
have the same effect as a vote against the proposal to which it relates.  
Brokers who hold shares in street name may lack authority to vote such shares 
on certain items, absent specific instructions from their customers.  Shares 
subject to such "broker non-votes" will not be treated as shares entitled to 
vote on the matters to which they relate and therefore will be treated as not 
present at the meeting for those purposes, but otherwise will have no effect 
on the outcome of the voting on such matters.  It is not presently anticipated 
that any matter which might be the subject of a "broker non-vote" will come 
before the annual meeting.


                            AMENDMENTS TO BY-LAWS

The Board of Directors proposes to amend the By-laws of the Company in two 
respects.  One relates to the eligibility of directors (Item 1) and the other 
to the procedure to amend the By-laws (Item 2).

Item 1:  Eligibility to Serve as a Director

The present By-laws provide that any person who has attained the age of 70 
years is no longer eligible to be elected as a director.  The Board of 
Directors believes that this limitation will force the Company to lose the 
services of valuable board members with substantial knowledge of the Company's 
history and operations.  The proposed amendment would eliminate this age 
limitation by deleting the last sentence of Article III, Section 1 of the By-
laws.

Item 2:  Procedure to Amend the By-laws

Currently, the By-laws may only be amended or repealed at a meeting of the 
shareholders by the vote of a majority of the shares present or represented at 
the meeting.  The Board of Directors believes that this provision unduly 
restricts the Board's authority in establishing rules of governance and is 
inconsistent with the current practice of most publicly held corporations.  
Accordingly, the proposed amendment to Article VII of the By-laws would 
provide that either the Board of Directors or the shareholders could amend the 
By-laws.  Amendments by the directors would require the vote of a majority of 
the directors while amendments by the shareholders would require the 
affirmative vote of a majority of the shares issued and outstanding and 
entitled to vote.  The text of the amendment (which restates Article VII of 
the By-laws in its entirety) is as follows:

     "These By-laws may be altered, amended or repealed, or new By-laws 
     may be adopted at any annual or special meeting of the 
     shareholders by an affirmative vote of a majority of the shares 
     issued and outstanding and entitled to vote; provided, however, 
     that notice of such alteration, amendment, repeal or adoption of 
     new By-laws shall be contained in the notice of such meeting.  The 
     Board of Directors shall have like authority to alter, amend, 
     repeal or adopt new By-laws by an affirmative vote of majority of 
     the number of Directors fixed as provided in these By-laws; 
     provided, however, that any action in that respect by the Board of 
     Directors may be changed thereafter by the shareholders."

Vote Required

The approval of both proposed amendments to the By-laws requires the 
affirmative vote of a majority of the shares present or represented at the 
meeting.

                          ELECTION OF DIRECTORS

At the annual meeting, five directors are to be elected to hold office until 
the next annual meeting and until their respective successors are elected and 
qualified.  The proxies named in the accompanying proxy, who have been 
designated by the Board of Directors, intend to vote, unless otherwise 
instructed, for the election to the Board of Directors of the persons named 
below, all of whom are now directors of the Company.  Certain information 
concerning such nominees is set forth below:

<TABLE>
<S>                           <C>                                     <C>
                             	Principal Occupation                    Director
Name and Age	                 During Past Five Years                    Since   

Robert H. Eder (66)  	       	Chairman of the Company, June 30, 1995	   1995
                             	to present; Chairman, Providence and   	       
                             	Worcester Railroad Company, 1983 to 
                              present

Ronald P. Chrzanowski (56)	  	President of the Company, January 1,      1998
                              1998	to present; Vice President of the 
                              Company,	November 12, 1997 to December 
                              31, 1997; Vice President of Providence 
                              and Worcester	Railroad Company, 
                              1983-1997
                                                                         
James H. Dodge (58)		         Chairman, Chief Executive Officer and	    1997 
                             	President, Providence Energy Corporation

Harold J. Harris (70)	       	President, Wm. H. Harris, Inc.            1995
                              (Retailer)       

Henry S. Woodbridge, Jr. (70)	Consultant	                               1990

</TABLE>

Mr. Eder is also a director of Providence and Worcester Railroad Company.  Mr. 
Dodge is also a director of Providence Energy Corporation.  Mr. Harris is also 
a director of The Fairchild Corporation.

The Board of Directors has an Audit Committee and a Compensation Committee 
both currently comprised of Messrs. Dodge, Harris and Woodbridge.  The Audit 
Committee is responsible for overseeing the establishment and maintenance of 
an effective financial control environment for the Company, for overseeing 
procedures for evaluating the system of internal accounting control and for 
evaluating audit performance.  The Compensation Committee is responsible for 
recommending to the full Board of Directors appropriate compensation levels 
for all officers of the Company.  The Board does not have a nominating 
committee or a committee performing a similar function.

The Board of Directors held four meetings during the fiscal year ended 
December 31, 1998 and the Audit Committee and Compensation Committee each held 
two meetings during the fiscal year ended December 31, 1998.  

Directors, other than directors who are employed by the Company, received a 
fee of $750 for attendance at each meeting of the Board of Directors, 
together with related transportation and living expenses.  Each member of the
Audit and Compensation Committee received $250 for each attended meeting of 
that committee.

  
                           EXECUTIVE COMPENSATION

The following table summarizes the compensation paid or accrued by the Company 
during the three-year period ended December 31, 1998, to each of its executive 
officers who earned more than $100,000 in salary and bonus in 1998, for 
services rendered in all capacities to the Company during 1998.

                         SUMMARY COMPENSATION TABLE

                            Annual Compensation
<TABLE>
	
<S>                            <C>             <C>          <C>
Name and Principal	                                            All Other       
Position 	                   	 Year  	         Salary        Compensation(1) 
         
Robert H. Eder, Chairman      	1998           	$155,000      	   $	--   	
	                            		1997	           	155,000           	--	

Ronald P. Chrzanowski,	       	1998	           	150,000	          11,250
  President		                  1997             		2,250           	--	

Barbara J. Dreyer, Treasurer	  1998           		109,000	           8,175	
                             		1997           		150,000          	11,250
                              	1996           		150,000          	11,250

</TABLE>
                     	
(1)  Amounts paid directly to the retirement accounts of employees under the 
Company's simplified employee pension plan. 


              SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
                               MANAGEMENT

On March 1, 1999, to the best of the Company's knowledge, no person (including 
any "group", as that term is used in Section 13(d)(3) of the Securities 
Exchange Act of 1934) was the beneficial owner of more than five per cent of 
the Company's outstanding common stock, $1.00  par value, except as follows:

<TABLE>
      <S>                                 <C>                <C>
                                           	Number of       	Percent
      Name and Address                    	shares held      	of Class

      Robert H. Eder and Linda Eder       	1,569,738(1)       	52.3%
      2441 S.E. Bahia Way
      Stuart, Florida 34996

      Lance S. Gad                         		164,280           	5.5%
      250 Fence Row Drive
      Fairfield, Connecticut 06430

</TABLE>

(1)   Robert H. Eder and Linda Eder are husband and wife, and each holds 
      784,869 shares directly.


The following table reflects as of March 1, 1999, the beneficial ownership of 
shares of common stock of the Company by directors, nominees for director and 
officers of the Company, all shares being owned directly except as otherwise 
noted:

<TABLE>
      <S>                                         <C>             <C>
      Name of Individual or                  	    Shares         	Percent  
      Identification of Group               	     Owned           of Class

      Ronald P. Chrzanowski	                         	2,060          	*        
      James H. Dodge                                  		300          	*
      Barbara J. Dreyer	                             	6,000	         	*
      Robert H. Eder (1)	                        	1,569,738	       52.3%	
      Harold J. Harris (2)                         		11,000         		*
      Henry S. Woodbridge, Jr.                      		4,500         		*
      All seven directors and officers
         as a group                            		 1,593,598       	53.2%

</TABLE>

*Less than 1%	
(1)   Includes 784,869 shares held by his wife, Linda Eder.    
(2)   Includes 1,000 shares held by his wife in her name


                            CERTAIN TRANSACTIONS

In 1988, in accordance with a plan of distribution, the Company transferred 
the ownership of Providence  and  Worcester  Railroad Company (Railroad) to 
the Company's shareholders.  The Company and Railroad have a common 
controlling shareholder. As part of the plan, the Company received a 
promissory note in the amount of $9,377,000 payable over a period of twenty 
years with interest at 12% per year, (reduced to 10% in 1995) prepayable at 
any time without penalty.  In March 1998, Railroad prepaid the note in full.

The Wilkesbarre Pier (the Pier) is a deep-water pier in East Providence, Rhode 
Island, which is integral to the operation of the petroleum storage facilities 
(the Facilities) in East Providence, Rhode Island.  The Pier and the 
Facilities are connected by two petroleum pipelines.  In 1995, the Company and 
Railroad (the owner of the Pier) entered into an agreement which, among other 
provisions, gave the Company the right to acquire the Pier for $1. 

Effective January 1, 1998, Railroad and a company which uses the Pier to off-
load product (Oil Company)  entered into an agreement (the Agreement) whereby 
Oil Company agreed to pay annual fees for five years, which range from 
$185,000 to $235,000.  Under the terms of the Agreement, the owner of the Pier 
is not required to make any repairs to the Pier.  The Agreement may be 
terminated by Oil Company upon ninety (90) days' notice only in the event of a 
failure of a component of the Pier that the owner does not repair.  

In January 1998, the Company exercised its right and acquired the Pier; and 
Railroad assigned its rights under the Agreement to the Company.

A trust for the benefit of the Company's controlling shareholder (the Trust) 
was party to an agreement (the Pipeline Agreement) with respect to the use of 
the two petroleum pipelines which connect the Pier to the Facilities.  Since 
February 1983, the Company and any operator of its Facilities have had the 
right to use the pipelines for the transportation of petroleum products in 
consideration for which the Company assumed all of the Trust's obligations for 
repair and maintenance under the Pipeline Agreement and agreed to pay to the 
Trust a fee based upon the number of barrels of product transported through 
the pipelines. In 1997, the Company paid $20,000 to the Trust and was not 
required to make any payment with respect to maintenance and other expenses.  

In December 1997, the Trust entered into an agreement with the owner of the 
two petroleum pipelines (Pipeline Company) which owns the two petroleum 
pipelines, under which Pipeline Company released the Trust from liability in 
connection with the pipelines for any costs incurred by Pipeline Company prior 
to the date of the agreement.  Further, under the agreement the Trust is 
responsible for its proportionate share of any future repair or replacement to 
the pipelines in excess of $25,000. The Company had the option to purchase the 
rights of the Trust under the Pipeline Agreement and exercised its option in 
January 1998, acquiring all rights of the Trust for $50,000.


                    INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee of the Board of Directors has recommended that Lefkowitz, 
Garfinkel, Champi & DeRienzo P.C., who acted as independent auditors of the 
accounts of the Company for 1998, be appointed as independent auditors of the 
accounts of the Company for the year 1999.  The Company has recently been 
advised by Lefkowitz, Garfinkel, Champi & DeRienzo P.C. that they have no 
direct financial interest or any material indirect financial interest in the 
Company, nor have they had any connection during the past three years with the 
Company in the capacity of promoter, underwriter, voting trustee, director, 
officer or employee.

It is expected that a representative of Lefkowitz, Garfinkel, Champi & 
DeRienzo P.C. will be present at the annual meeting with the opportunity to 
make a statement if he so desires and that such representative will be 
available to respond to appropriate questions.
 

                           FINANCIAL STATEMENTS

A copy of the annual report of the Company for the year ended December 31, 
1998 is enclosed.  Such report is not part of this proxy statement.


                          ADDITIONAL INFORMATION

The Company will provide without charge to each shareholder entitled to vote 
at the 1999 annual meeting, on the written request of any such shareholder, a 
copy of the Company's annual report to the Securities and Exchange Commission 
on Form 10-KSB for the year 1998.  Requests for copies of such report should 
be addressed to the Company at 100 Dexter Road, East Providence, Rhode Island  
02914, Attention:  Treasurer.


                    PROPOSALS FOR 2000 ANNUAL MEETING

The 2000 annual meeting of the shareholders of the Company is scheduled to be 
held April 25, 2000.  If a shareholder intending to present a proposal at that 
meeting wishes to have a proper proposal included in the Company's proxy 
statement and form of proxy relating to the meeting, the shareholder must 
submit the proposal to the Company not later than November 25, 1999.


                                OTHER MATTERS

No business other than that set forth in the attached Notice of Meeting is 
expected to come before the annual meeting, but should any other matters 
requiring a vote of shareholders arise, including a question of adjourning the 
meeting, the persons named in the accompanying proxy will vote thereon 
according to their best judgment in the interests of the Company.  In the 
event any of the nominees for the office of director should withdraw or 
otherwise become unavailable for reasons not presently known, the persons 
named as proxies will vote for other persons in their place in what they 
consider the best interests of the Company.
					
                            				By Order of the Board of Directors


                            				STEPHEN J. CARLOTTI
                            				Secretary





Dated March 25, 1999

<PAGE>


                           CAPITAL PROPERTIES, INC.
              Annual Meeting of Shareholders -- April 27, 1999

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned, whose signature appears on the reverse side of this proxy, 
hereby appoints Robert H. Eder and Stephen J. Carlotti, or either of them, 
each with full power of substitution, acting jointly or singly if only one be 
present and acting, with all the powers the undersigned would possess if 
personally present, to vote the stock of the undersigned in Capital 
Properties, Inc. at the annual meeting of shareholders to be held on April 27, 
1999 in Providence, Rhode Island, and at any adjournments thereof, as follows:

1.	PROPOSAL TO AMEND THE BY-LAWS to eliminate mandatory retirement age for 
   directors.

     _____FOR         _____AGAINST         _____ABSTAIN

2. PROPOSAL TO AMEND THE BY-LAWS to provide that further amendments to the 
   By-laws may be adopted by a majority vote of either the board of directors 
   or the shareholders.

     _____FOR         _____AGAINST         _____ABSTAIN

3. ELECTION OF DIRECTORS:	
   
   FOR all nominees listed below      WITHHOLD  AUTHORITY to vote
   except as marked to the            for all nominees listed
   contrary below ___                 below ______                              
   
   R.  H. Eder, R. P. Chrzanowski, J. H. Dodge, H. J. Harris, and
   H. S. Woodbridge, Jr.

(INSTRUCTION:  To withhold authority to vote for any individual nominee, write 
that nominee's name in the space provided below.)

_________________________________________________________________

4. PROPOSAL TO APPROVE THE APPOINTMENT OF LEFKOWITZ, GARFINKEL, CHAMPI & 
   DERIENZO P.C. as independent public accountants of the Company for 1999.
   
      _____FOR         _____AGAINST         _____ABSTAIN

5. In their discretion, upon such other matters as may properly
   come before the meeting.	


   This proxy when properly executed will be voted in the manner
   directed herein by the undersigned stockholder.  If no
   direction is made, this proxy will be voted for Proposals 1,
   2, 3 and 4.

                 PLEASE SIGN, DATE AND RETURN THIS PROXY

(Sign exactly as your names appear   Signed________________________________	
hereon. When signing as attorney,	   
executor, administrator, trustee, 	  ______________________________________
guardian or in a corporate capacity,
please give full title as such.      Dated	_____________________ 1999
In case of joint tenants or multiple	
owners, each party must sign.)