10-K/A

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

                                   FORM 10-K/A

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

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

                               CALPROP CORPORATION

Incorporated in California         I.R.S. Employer Identification No. 95-4044835
13160 Mindanao Way, Suite 180
Marina del Rey, CA 90292-7903
(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 ____ No __X_.

     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 this form 10-K/A or any amendment to this Form
10-K/A. _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.

                            $1,138,300 at May 3, 2005

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

                   9,737,205 Shares Outstanding at May 3, 2005



                                EXPLANATORY NOTE

     This Amendment No. 2 on Form 10-K/A (this "Amendment") is being filed to
amend and restate Item 9A of Part II of the Registrant's Annual report on Form
10-K for the fiscal year ended December 31, 2003, filed on July 6, 2003(the
"Original 10-K"), as amended by the Registrants Form 10-K/A for the fiscal year
ended December 31, 2003, filed on August 24, 2003 (the "Amendment No. 1"). This
Amendment does not otherwise alter the disclosures set forth in the Original
10-K or Amendment No. 1 and does not reflect events occurring after the filing
of the Original 10-K or Amendment No.1. This Amendment is effective for all
purposes as of the date of the filing of the Original 10-K.

     For purposes of this Amendment, Item 9A of Part II is hereby amended and
restated in its entirety to read as follows:

ITEM 9A. Controls and Procedures

     The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's reports
required to be filed under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms, and that such
information is accumulated and communicated to the Company's management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.

     During the last half of the calendar year 2003, and while the Company was
preparing to file its Form 10-Qs for the time periods ending June 30, 2003 and
September 30, 2003, the Company carried out an evaluation, under the supervision
and with the participation of the Company's management, including the Company's
Chief Executive Officer and the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Disclosure controls and procedures are designed to ensure that
information required to be disclosed in the periodic reports filed or submitted
under the Securities and Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms. Based on that evaluation, as described in more
detail below, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were not
effective. However, the Company also concluded that the Company's internal
controls over financial reporting were effective and that the material weakness
in the Company's disclosure and control procedures did not impact the Company's
financial statements. Internal controls over financial reporting are designed to
provide reasonable assurances that that relevant information is recorded,
processed, summarized and reported to the Company's management or other person
involving similar functions regarding to ensure the reliability of the financial
statements in accordance with generally accepted accounting principles.



     As stated above, the Company discovered a material weakness in its
disclosure control and procedures while the Company was attempting to file its
Form 10-Qs for the time periods ending June 30, 2003 and September 30, 2003.
Simultaneously with the preparation of the foregoing Form 10-Qs, and in light of
the Company's deteriorating financial viability and understaffed operations, the
Company filed a Schedule 13E-3 on July 11, 2003 (the "Schedule 13E-3") in an
attempt to effectuate a reverse stock split and become a privately held company
in order to alleviate many of the substantial costs (specifically attorney and
accounting fees) of being a public reporting company. The Company received
several rounds of extensive SEC comments to the Schedule 13E-3 and in an effort
to respond to these comments in a timely manner, the Company dedicated the
already sparse Company resources to address those comments. Furthermore, the
Company's resources utilized to address the SEC's comments to the Schedule 13E-3
were the same personnel that were ultimately responsible for preparing the
Company's Form 10-Qs and assisting Deloitte & Touche LLP ("Deloitte") during the
review and audit process. Moreover, during this time, the Company's controller,
who maintained a critical role in the filing of the Company's reports, commenced
a medical leave on August 18, 2003 and was essentially unavailable for the
following six month period. The controller returned to the Company on January 1,
2004, but only on a part time basis, and subsequently resigned on August 25,
2004. In light of the foregoing, the Company has concluded that even though the
Company has adequate procedures and controls in place to ensure that the
relevant information is recorded, processed, summarized and reported to the
Company's management or other person involving similar functions, it was
understaffed and lacked the necessary procedures and mechanisms to compensate
for unexpected and/or extended leaves of any of its accounting and other
relevant employees, and this material weakness is the sole reason why the
Company has not filed its required reports with the SEC in a timely manner.

     Deloitte, the Company's former auditors, in a letter addressed to the SEC,
reviewed and concurred with the Company's findings regarding the material
weakness in the Company's disclosure and control procedures (see Exhibit 16.1 to
the Company's Form 8-K dated July 13, 2004 (the "Form 8-K"), which was filed by
the Company to disclose a change in the Company's certifying accountant to
Rothstein, Kass & Co.; the Form 8-K is hereby is incorporated into this
Amendment by this reference).

     The Company is currently taking corrective measures to rectify the
foregoing material weakness in its disclosure controls and procedures to ensure
timely filing of its required reports under the Securities Exchange Act of 1934.
These corrective measures involve the cross training of employees, establishing
outsourcing mechanisms for unanticipated situations where outsourcing of
personnel becomes a necessary, and engaging the services of outside third
parties to help as necessary in preparation of the 10Q or 10K reports after all
the accounting work has been done. In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management is required to apply
its judgment in evaluating the cost-benefit relationship of possible controls
and procedures. In light of the fact that the Company has moved its principal



office during the month of January 2005 and has recently dedicated many of its
staff resources to prepare and file the Solicitation/Recommendation Statement
for the Company on the Schedule 14D-9 that was filed with the SEC on March 25,
2005, and on April 21, 2005 in response to the recent tender offer launched by
Newcal Corporation, a California corporation on March 25, 2005. The Company is
still in the process of taking these corrective measures and anticipates that
the corrective measures will be in place as soon as the Form 10-K for the
calendar year 2004 is filed with the SEC.

     The Company realizes that it is currently delinquent in filing its Form10-K
for the calendar year 2004. The Company's new auditors, Rothstein, Kass & Co.
are currently in the process of reviewing the Company's records and finalizing
their audit. Once the audit is complete, the Company is ready to complete the
process of filing the Form10-K for the calendar year 2004.

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

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

Dated: May 20, 2005
      --------------
                                               Calprop Corporation,
                                               A California Corporation

                                               /s/ Henry Nierodzik
                                               -------------------

                                               Henry Nierodzik
                                               Chief Accounting Officer


                        STATEMENT WITH RESPECT TO FILINGS
                        ---------------------------------



The undersigned acknowledges that:

    1.   The undersigned is responsible for the adequacy and accuracy of the
disclosure in the Form 10-K, as amended, for the year ending December 31, 2003.

    2.   The Securities and Exchange Commission staff's comments or change made
to the disclosures in response to the staff's comments do not foreclose the
Commission from taking any action with respect to the filings; and

    3.   The undersigned may not assert the staff's comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.



Dated: May 20, 2005



Calprop Corporation,
A California Corporation


By: /s/Henry Nierodzik
   ---------------------
Name: Henry Nierodzik
Its: Chief Accounting Officer

EX-99.1

              CERTIFICATIONS OF CEO PURSUANT TO SECTION 302 OF THE
                               SARBANES-OXLEY ACT

I, Victor Zaccaglin, certify that:

1.   I have reviewed this annual report on Form 10-K/A of Calprop Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
 made, not misleading with respect to the period covered by this report;

3.   The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure control and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

     (c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

4.   The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and



     (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

May 20, 2005

/s/ Victor Zaccaglin
- --------------------
Victor Zaccaglin
Chairman of the Board
Chief Executive Officer

EX-99.2

              CERTIFICATIONS OF CFO PURSUANT TO SECTION 302 OF THE
                               SARBANES-OXLEY ACT

I, Henry Nierodzik, certify that:

1.   I have reviewed this annual report on Form 10-K/A of Calprop Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
 made, not misleading with respect to the period covered by this report;

3.   The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

     (b) Evaluated the effectiveness of the registrant's disclosure control and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

     (c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

4.   The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.



May 20, 2005

/s/ Henry Nierodzik
- -------------------
Henry Nierodzik
Chief Accounting Officer