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) : October 29, 2004


                               CALPROP CORPORATION
             (Exact name of registrant as specified in its charter)


    California                             1-6844               95-4044835
- -----------------------------------------------------------  -------------------
(State or other jurisdiction of     Commission File Number)  (I.R.S. Employer
incorporation or organization)                               Identification No.)


    13160 Mindanao Way, Suite 180, Marina Del Rey, California           90292
- -------------------------------------------------------------        -----------
    (Address of principal executive offices)                          (Zip Code)

   (Registrant's telephone number, including area code)  (310) 306-4314
                                                         --------------

                                                     Not Applicable
     (Former name, former address and former fiscal year, if changed since last
report.)

    Check the approprate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A-2 below):

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
   230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
   240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
   Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
   Act (17 CFR 240.13e-4(c))





ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

(b) Effective as of October 29, 2004, Mark T. Duvall resigned as a director of
    the registrant.

                                       2



                                   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.




               CALPROP CORPORATION






          By:  /s/ Henry E. Nierodzik                     .
             ----------------------------------------------
              Henry E. Nierodzik
              Chief Accounting Officer
              November 8, 2004



                                       3