SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)

                               CALPROP CORPORATION
                                (Name of Issuer)

                      Common Stock, No par value per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    13152 106
                                 (CUSIP Number)

                                  Mark F. Spiro
                               Calprop Corporation
         13160 Mindanao Way, Suite 180, Marina Del Rey, California 90292
- --------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                    July 1999
- --------------------------------------------------------------------------------
                      (Date of Event which Requires Filing
                               of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.

Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                         (Continued on following page(s)


CUSIP No. 131352 106              SCHEDULE 13D                 Page 2 of 6 Pages
- --------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      John Curci Sr.
- --------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |_|
                                                                        (b)  |_|
- --------------------------------------------------------------------------------
3     SEC USE ONLY


- --------------------------------------------------------------------------------
4     SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

- --------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION


- --------------------------------------------------------------------------------
                  7     SOLE VOTING POWER


                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            2,101,544
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        2,101,544
- --------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      2,101,544
- --------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|


- --------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      19.62%
- --------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*


- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



Page 3


ITEM 1.     SECURITY AND ISSUER.

      This statement relates to shares of Common Stock no par value ("Common
Stock") of Calprop Corporation, a California Corporation (the "Company"). The
principal executive offices of the Company are located at 13160 Mindanao Way,
St. 180, Marina Del Rey, CA 90292.

ITEM 2. IDENTITY AND BACKGROUND.

      This Amendment is being filed by John Curci, Sr. The information required
by Item 2 of Regulation 240.l3d-l0l follows:

      l.    (a) Name: John Curci, Sr.

            (b)   Residence: 717 Lido Park Drive Lido Peninsula Newport Beach,
                  California 92663

            (c)   Present employment: Partner, Curci-Turner Company.

            (d)   Criminal convictions: During the last five years, Mr. Curci
                  has not been convicted in any criminal proceeding (excluding
                  traffic violations and similar misdemeanors.

            (e)   Civil proceedings: During the last five years, Mr. Curci was
                  not a party to any civil proceeding of a judicial or
                  administrative body of competent jurisdiction as a result of
                  which Mr. Curci was or is subject to a judgment decree or
                  final order enjoining future violations of, or prohibiting or
                  mandating activities subject to, federal or state of, or
                  prohibiting or mandating activities subject to , federal or
                  state securities laws or finding any violation with respect to
                  such laws.

            (f)   Citizenship: Mr. Curci is a citizen of the United States of
                  America.

      2.    (a) Name:

            (b)   Residence:

            (c)   Present employment:

            (d)   Criminal convictions:

            (e)   Civil proceedings:

            (f)   Citizenship:

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

As of May 1, 1999 the date of the most recent filing of Schedule l3D, Mr. Curci
directly or beneficially owned 2,099,544 shares of Common stock. Mr. Curci, as
trustee, made the following purchases and sales during the months of July , 1999
on behalf of the Curci Revocable Trust dated January 11, 1994:



Page 4


Number of         Date              Method of               Consideration
Shares            Acquired          Acquisition                 Paid

2,000             7/9/99            Purchase                $4,125


Page 5


ITEM 4. PURPOSE OF TRANSACTION

      All of the additional shares of Common Stock acquired by Mr. Curci were
acquired for investment purposes and not with a view toward distribution. Mr.
Curci does not have any plans or proposals which relate to or would result in
any action or event described in clauses (a) through (f) of Item 4 under
Regulation 240.l3d-l0l.


ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

      (a) Mr. Curci as Trustee owns 1,101,544 shares of Common Stock. Mr. Curci
also holds the 1,000,000 shares of Common stock as trustee for the benefit of
his children. The total of the foregoing amount, shares, constitutes 2,101,544
of the outstanding common stock.

      (b) Mr. Curci has the right to vote the 1,101,544 shares of Common Stock
held in the Curci Revocable Trust. Mr. Curci has the right to vote an additional
1,000,000 shares of Common Stock he holds as Trustee.

      (c) Transactions involving the common stock are described in Item 3.

      (d) No person other than Mr. Curci has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock described in paragraph (a) above.

      (e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER.

      Except as described above, Mr. Curci is not a party to any contract,
arrangement, understanding or relationship with respect to securities of the
Company of the type described in Item 6 of Regulation 240.l3d-l0l.



Page 6


ITEM 7. EXHIBITS.

            After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.


Date: August 9, 1999                  /s/ Mark F. Spiro
                                      -----------------------------------
                                      Mark F. Spiro
                                      Vice President, Corporate Secretary