8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 11, 2004

California Coastal Communities, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation)
0-17189		02-0426634
(Commission File Number)	(I.R.S. Employer Identification No.)
6 Executive Circle, Suite 250, Irvine, California		92614
(Address of principal executive offices)		(Zip Code)
(949) 250-7700
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Item 5.    Other Events and Regulation FD Disclosure.

On August 11, 2004 the Registrant issued a press release reminding its significant stockholders about the prohibitions against acquiring additional shares of the Registrant’s common stock, as set forth in the charter documents of the Registrant.  A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On August 12, 2004, the Registrant issued a press release announcing the California Wildlife Conservation Board had approved the previously announced agreement to purchase the Registrant’s 103 - acre lower bench of the Bolsa Chica mesa for $65 million, subject to shareholder approval.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits.

99.1 Press Release of the Registrant, dated August 11, 2004, reminding significant stockholders about prohibitions against further share acquisitions.

99.2 Press Release of the Registrant dated August 12, 2004 announcing the California Wildlife Conservation Board’s approval of the agreement to purchase the Bolsa Chica mesa lower bench.

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SIGNATURES

Pursuant to the requirements 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.

	California Coastal Communities, Inc.
Date: August 13, 2004	By:	/s/ Sandra G. Sciutto
		Sandra G. Sciutto
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

NEWS RELEASE

Contacts:	Raymond J. Pacini
	Chief Executive Officer
	California Coastal Communities, Inc.
	(949) 250-7781

CALC Reminds Significant Stockholders About Prohibitions
Against Additional Stock Acquisition

-No New 5% Stockholders are Permitted and No Current 5% or Greater Stockholders May Acquire Additional Shares WITHOUT the Company’s Prior Written Consent

IRVINE, California, August 11, 2004 – In light of recent increased activity in the trading volume of its Common Stock, California Coastal Communities, Inc. (NASDAQ: CALC) issued a warning today that, under certain circumstances, acquisitions of additional shares of its Common Stock are prohibited in order to preserve the tax benefits of the Company’s $176 million of net operating loss carryovers (“NOLs”).  In accordance with the Company’s charter documents, unless the Company has previously consented in writing (i) no stockholder holding less than 5% of the outstanding shares of Common Stock may acquire additional shares of Common Stock in an amount that would take such holder to 5% or more; and (ii) no current 5% or greater stockholder may acquire any additional shares.

All acquisitions of the Company’s Common Stock in violation of its charter prohibitions are null and void, and the Company is empowered to effectively rescind such acquisitions.  The Company will not entertain requests for permission to exceed the limitations on stock acquisitions in the foreseeable future, because the Company’s board of directors has determined that such acquisitions could jeopardize the Company’s ability to preserve and use its NOLs.

The Company is a residential land development and homebuilding company operating in southern California. The Company’s principal subsidiaries are Signal Landmark and Hearthside Homes, Inc.  Signal Landmark owns 208 acres on the Bolsa Chica Mesa, which overlooks the Pacific Ocean and the Bolsa Chica wetlands in Orange County, California.  Hearthside Homes, Inc. has delivered over 1,600 homes to families throughout southern California over the last nine years.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Certain of the foregoing information contain forward-looking statements that relate to future events or the Company’s future financial performance. These statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, “continue”, or the negative of such terms or other comparable terminology. These forward-looking statements include, but are not limited to statements about the Company’s plans, objectives, goals, expectations and intentions, and other statements contained herein that are not historical facts.

Forward-looking statements are based on current expectations or beliefs regarding future events or circumstances, and you should not place undue reliance on these statements. Such statements involve known and unknown risks, uncertainties, assumptions and other factors — many of which are out of the Company’s control and difficult to forecast — that may cause actual

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results to differ materially from those that may be described or implied. The Company assumes no, and hereby disclaims any, obligation to update any of the foregoing or any other forward-looking statements. The Company nonetheless reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this press release. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

***END***

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EX-99.2

NEWS RELEASE

Contacts:	Raymond J. Pacini
	Chief Executive Officer
	California Coastal Communities, Inc.
	(714) 801-9021 or (949) 250-7781

Wildlife Conservation Board Approves Purchase of 103 Acres of CALC’s 208-Acre Bolsa Chica Mesa Property

                IRVINE, California, August 12, 2004 — California Coastal Communities, Inc. (NASDAQ: CALC) reported that the State’s Wildlife Conservation Board approved the previously announced agreement to purchase the Company’s 103-acre lower bench of the Bolsa Chica mesa for $65 million, which transaction remains subject to shareholder approval.  The proposed transaction received overwhelming support, with favorable comments from Assembly member Tom Harman from Huntington Beach and Flossie Horgan of the Bolsa Chica Land Trust, plus more than 270 letters of support from the public.  In their November 2000 decision, the Coastal Commission suggested that the lower bench of the mesa be preserved as upland habitat.

                Raymond J. Pacini, CEO of the Company, stated:  “We are pleased that the Wildlife Conservation Board approved the agreement.   Using Proposition 50 funds to acquire the property achieves the Coastal Commission’s goal of preserving the lower bench as upland habitat. The only step left is for the Commission to approve our application for 379 homes on the upper bench.  We believe that our plan for the upper bench complies with the Coastal Act and remain hopeful that the Coastal Commission will approve our permit application at its October hearing.”

                The Company is a residential land development and homebuilding company operating in southern California. The Company’s principal subsidiaries are Signal Landmark and Hearthside

Homes, Inc.  Signal Landmark owns 208 acres on the Bolsa Chica Mesa, which overlooks the Pacific Ocean and the Bolsa Chica wetlands in Orange County, California.  Hearthside Homes, Inc. has delivered over 1,600 homes to families throughout southern California over the last nine years.

Prohibition Against Becoming a 5% Stockholder and No Further Acquisitions by Current 5% or Greater Stockholders

Unless the Company has previously consented in writing (i) no stockholder holding lessthan 5% of the outstanding shares of Common Stock may acquire additional shares of CommonStock in an amount that would take such holder to 5% or more; and (ii) no current 5% or greaterstockholder may acquire any additional shares. The foregoing prohibition is contained in theCompany’s charter documents, in order to preserve the tax benefits of the Company’s $176million of net operating loss carryovers (“NOLs”). All acquisitions of the Company’s CommonStock in violation of its charter prohibitions are null and void, and the Company is empowered toeffectively rescind such acquisitions.  The Company will not entertain requests for permission toexceed the limitations on stock acquisitions in the foreseeable future, because the Company’sboard of directors has determined that such acquisitions could jeopardize the Company’s abilityto preserve and use its NOLs.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Certain of the foregoing information contains forward-looking statements that relate to future events or the Company’s future financial performance. These statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,”

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“should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of such terms or other comparable terminology. These forward-looking statements include, but are not limited to statements about the Company’s plans, objectives, goals, expectations and intentions, the timing and outcomes of real estate development, the timing and outcomes of regulatory approval processes or administrative proceedings, and other statements contained herein that are not historical facts.

Forward-looking statements are based on current expectations or beliefs regarding future events or circumstances, and you should not place undue reliance on these statements. Such statements involve known and unknown risks, uncertainties, assumptions and other factors — many of which are out of the Company’s control and difficult to forecast — that may cause actual results to differ materially from those that may be described or implied. Such factors include but are not limited to: local and general economic and market conditions; the impact on economic conditions of terrorist attacks or the outbreak or escalation of armed conflict involving the United States; the demand for residential real estate; governmental regulation, including the impact of “slow growth” or similar initiatives; delays in the land entitlement process, development and construction; environmental matters; future business decisions and the Company’s ability to successfully implement its operational, growth and other strategies; litigation; and other risks discussed in the Company’s past and future filings with the Securities and Exchange Commission.

The Company  assumes no, and hereby disclaims any, obligation to update any of the foregoing or any other forward-looking statements. The Company nonetheless reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this press release. No such update

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shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

***END***

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