<PAGE>
 
                                                            Registration
                                                            No.---------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             CALPROP CORPORATION 
              (Exact name of issuer as specified in its charter)
                    CALIFORNIA              95 - 4044835 
          (State of Incorporation) (I.R.S. Employer Identification No.)

                          5456 MCCONNELL AVENUE, #245
                        LOS ANGELES, CALIFORNIA 90066 
          (Address of Principal Executive Offices including Zip Code)

                             CALPROP CORPORATION 
                            1983 STOCK OPTION PLAN 
                           (Full title of the plan)

                                VICTOR ZACCAGLIN
                             CALPROP CORPORATION 
                             5456 McConnell Avenue
                        LOS ANGELES, CALIFORNIA 90066 
                                (310) 306-4314 
          (Name, address and telephone number, including area code, 
                             of agent for service)
 
                                   Copies to:

                           Joseph G. Martinez, Esq.
                  Parker, Milliken, Clark, O'Hara & Samuelian
                             Twenty-seventh Floor
                             333 South Hope Street
                         Los Angeles, California 90071


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                           Proposed    Proposed
    Title of                               Maximum     Maximum
    Securities      Amount                 Offering    Aggregate   Amount of
    to be           to be                  Price Per   Offering    Registration
    Registered      Registered ( 1 )       Share (2)   Price       Fee
   -----------      ----------             ---------   -------     -------------
 <S>                 <C>                    <C>         <C>         <C>
    Common Stock,
    No Par Value    143,022 shs.             $0.75      $107,267     $36.99

</TABLE>

------------------------
(1)  This registration statement also includes an indeterminable number of
     additional shares that may become issuable as result of terminated, expired
     or surrendered options for Common Stock, or pursuant to the anti-dilution
     adjustments provisions of the plan.
(2)  Determined solely for the purpose of computing the registration fee
     pursuant to Rule 457, based upon the closing price of the registrant's
     Common Stock on August 14, 1996.
<PAGE>
 
                                    PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS 
                   INDEMNIFICATION OF OFFICERS AND DIRECTORS

ITEM 3.         Incorporation of Certain Documents by Reference.
                ------------------------------------------------

      The registrant hereby incorporates by reference in this registration
statement the Form S-8 (file no. 2-86872) filed on June 13, 1986.

      The following documents are incorporated by reference in the registration
statement:

          (a)     The registrant's latest annual report on Form 10-K or, if the
      financial statements therein are more current, the registrant's latest
      prospectus, other than the prospectus of which this document is a part,
      filed pursuant to rule 424(b) or (c) of the Securities Exchange Commission
      under the Securities Act of 1933.

          (b)      All other reports filed pursuant to Section 13(a) or 15(d)
      of the 1934 Act since the end of the fiscal year covered by the annual
      report on Form 10-K or the prospectus referred to in (a) above;

          (c)      The description of the registrant's Common Stock and which is
      contained in the registrant's registration statements filed under section
      12 of the Securities Exchange Act of 1934, including any amendment or
      reports filed for the purpose of updating such descriptions.

      All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

Item 4.   Description of Securities.
          --------------------------

                     Not applicable. 

Item 5.   Interests of Named Experts and Counsel.
          ---------------------------------------
                     Not applicable.
<PAGE>
 
Item 6.    Indemnification of directors and Officers.
           ------------------------------------------

           The California Corporations Code authorizes indemnification of
directors, officers and employees of California corporations and authorizes the
Board of Directors to have the registrant provide the cost of defense,
settlement or payment of any judgment against any such person under certain
circumstances. The registrant's bylaws provide for similar indemnification of
its directors, officers, employees and agents. The registrant currently
maintains policies of insurance under which the directors and officers of
registrant are insured, within the limits and subject to the limitations of the
policies, against certain expenses in connection with the defense of actions,
suits or proceedings, and certain liabilities which might be imposed as a result
of such actions, suits or proceedings, to which they are parties by reason of
being or having been such directors or officers.

Item 7.    Exemption from Registration Claimed.
           ------------------------------------

                     Not applicable.

Item 8.    Exhibits.
           ---------

The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.

ITEM 9.     Undertakings.
            -------------

            In connection with this Registration Statement on Form S-8, the
registrant hereby makes the following undertakings:

     (a)    The undersigned registrant hereby undertakes:

               (1)   To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration statement:

                  (i)    To include any prospectus required by section 10(a)(3)
          of the Securities Act of 1933;

                  (ii)   To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement (or the
          most recent post-effective amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in the registration statement; and

                  (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement.

                         Provided, however, that paragraphs (a)(1)(i) and
          (a)(1)(ii) do not apply if the registration statement is on Form S-3
          or Form S-8, and the information required to be
<PAGE>
 
          included in a post-effective amendment by those paragraphs is
          contained in periodic reports filed by the registrant pursuant to
          section 13 or section 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in the registration statement.

               (2)   That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

               (3)   To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     (b)   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (e)    The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

     (h)    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
 
                                  SIGNATURES

          The Registrant. Pursuant to the requirements of the Securities Act of
          --------------                                                     
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on the 14th
day of August, 1996.

                                    CALPROP CORPORATION

                                    By /s/ Victor Zaccaglin
                                       ---------------------- 
                                       Victor Zaccaglin,
                                       Chairman of the Board

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

       Signature                 Title                          Date
       ---------                 -----                          ----
<S>                             <C>                             <C>

/s/ John L. Curci
---------------------
John L. Curci                   Director                        August 14, 1996

/s/ Angelo Leparulo
---------------------
Angelo Leparulo                 Director                        August 14, 1996

/s/ William E. McKenna
---------------------
William E. McKenna              Director                        August 14, 1996

/s/ Ronald S. Petch
---------------------
Ronald S. Petch                 Director                        August 14, 1996

/s/ Victor Zaccaglin            Chairman of the Board
---------------------           and Director
Victor Zaccaglin                (Principal Executive Officer)   August 14, 1996


/s/ Mark F. Spiro               Vice President-Finance
---------------------           and Treasurer
Mark F. Spiro                   (Principal Financial and
                                Accounting Officer)             August 14, 1996

</TABLE>
<PAGE>
 
                              Index of Exhibits
                              -----------------

                                                                         Begins
                                                                         at 
                                                                         Page
                                                                         ----

5.    Opinion of Parker, Milliken, Clark, O'Hara & Samuelian

23.1  Consent of Deloitte & Touche.

23.2  Consent of Parker, Milliken, Clark, O'Hara & Samuelian is contained in
      their opinion filed as Exhibit 5 to this registration statement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 14546}]
{"company-data": {"conformed-name": "CALPROP CORP", "cik": "0000016496", "assigned-sic": "1531", "irs-number": "954044835", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15333", "film-number": "96651769"}, "business-address": {"street1": "5456 MCCONNELL AVE", "street2": "STE 245", "city": "LOS ANGELES", "state": "CA", "zip": "90066", "phone": "3123064314"}, "mail-address": {"street1": "5456 MCCONNELL AVE", "street2": "STE 245", "city": "LOS ANGELES", "state": "CA", "zip": "90066"}}
Registration
                                                            No.---------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             CALPROP CORPORATION 
              (Exact name of issuer as specified in its charter)
                    CALIFORNIA              95 - 4044835 
          (State of Incorporation) (I.R.S. Employer Identification No.)

                          5456 MCCONNELL AVENUE, #245
                        LOS ANGELES, CALIFORNIA 90066 
          (Address of Principal Executive Offices including Zip Code)

                             CALPROP CORPORATION 
                            1983 STOCK OPTION PLAN 
                           (Full title of the plan)

                                VICTOR ZACCAGLIN
                             CALPROP CORPORATION 
                             5456 McConnell Avenue
                        LOS ANGELES, CALIFORNIA 90066 
                                (310) 306-4314 
          (Name, address and telephone number, including area code, 
                             of agent for service)
 
                                   Copies to:

                           Joseph G. Martinez, Esq.
                  Parker, Milliken, Clark, O'Hara & Samuelian
                             Twenty-seventh Floor
                             333 South Hope Street
                         Los Angeles, California 90071

                        CALCULATION OF REGISTRATION FEE
Proposed    Proposed
    Title of                               Maximum     Maximum
    Securities      Amount                 Offering    Aggregate   Amount of
    to be           to be                  Price Per   Offering    Registration
    Registered      Registered ( 1 )       Share (2)   Price       Fee
   -----------      ----------             ---------   -------     -------------
Common Stock,
    No Par Value    143,022 shs.             $0.75      $107,267     $36.99
------------------------
(1)  This registration statement also includes an indeterminable number of
     additional shares that may become issuable as result of terminated, expired
     or surrendered options for Common Stock, or pursuant to the anti-dilution
     adjustments provisions of the plan.
(2)  Determined solely for the purpose of computing the registration fee
     pursuant to Rule 457, based upon the closing price of the registrant's
     Common Stock on August 14, 1996.
PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS 
                   INDEMNIFICATION OF OFFICERS AND DIRECTORS

ITEM 3.         Incorporation of Certain Documents by Reference.
                ------------------------------------------------

      The registrant hereby incorporates by reference in this registration
statement the Form S-8 (file no. 2-86872) filed on June 13, 1986.

      The following documents are incorporated by reference in the registration
statement:

          (a)     The registrant's latest annual report on Form 10-K or, if the
      financial statements therein are more current, the registrant's latest
      prospectus, other than the prospectus of which this document is a part,
      filed pursuant to rule 424(b) or (c) of the Securities Exchange Commission
      under the Securities Act of 1933.

          (b)      All other reports filed pursuant to Section 13(a) or 15(d)
      of the 1934 Act since the end of the fiscal year covered by the annual
      report on Form 10-K or the prospectus referred to in (a) above;

          (c)      The description of the registrant's Common Stock and which is
      contained in the registrant's registration statements filed under section
      12 of the Securities Exchange Act of 1934, including any amendment or
      reports filed for the purpose of updating such descriptions.

      All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

Item 4.   Description of Securities.
          --------------------------

                     Not applicable. 

Item 5.   Interests of Named Experts and Counsel.
          ---------------------------------------
                     Not applicable.
Item 6.    Indemnification of directors and Officers.
           ------------------------------------------

           The California Corporations Code authorizes indemnification of
directors, officers and employees of California corporations and authorizes the
Board of Directors to have the registrant provide the cost of defense,
settlement or payment of any judgment against any such person under certain
circumstances. The registrant's bylaws provide for similar indemnification of
its directors, officers, employees and agents. The registrant currently
maintains policies of insurance under which the directors and officers of
registrant are insured, within the limits and subject to the limitations of the
policies, against certain expenses in connection with the defense of actions,
suits or proceedings, and certain liabilities which might be imposed as a result
of such actions, suits or proceedings, to which they are parties by reason of
being or having been such directors or officers.

Item 7.    Exemption from Registration Claimed.
           ------------------------------------

                     Not applicable.

Item 8.    Exhibits.
           ---------

The exhibits to the registration statement are listed in the Exhibit Index
elsewhere herein.

ITEM 9.     Undertakings.
            -------------

            In connection with this Registration Statement on Form S-8, the
registrant hereby makes the following undertakings:

     (a)    The undersigned registrant hereby undertakes:

               (1)   To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration statement:

                  (i)    To include any prospectus required by section 10(a)(3)
          of the Securities Act of 1933;

                  (ii)   To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement (or the
          most recent post-effective amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in the registration statement; and

                  (iii)  To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement.

                         Provided, however, that paragraphs (a)(1)(i) and
          (a)(1)(ii) do not apply if the registration statement is on Form S-3
          or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is
          contained in periodic reports filed by the registrant pursuant to
          section 13 or section 15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in the registration statement.

               (2)   That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

               (3)   To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

     (b)   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (e)    The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

     (h)    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item 6, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

          The Registrant. Pursuant to the requirements of the Securities Act of
          --------------                                                     
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on the 14th
day of August, 1996.

                                    CALPROP CORPORATION

                                    By /s/ Victor Zaccaglin
                                       ---------------------- 
                                       Victor Zaccaglin,
                                       Chairman of the Board

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                 Title                          Date
       ---------                 -----                          ----
/s/ John L. Curci
---------------------
John L. Curci                   Director                        August 14, 1996

/s/ Angelo Leparulo
---------------------
Angelo Leparulo                 Director                        August 14, 1996

/s/ William E. McKenna
---------------------
William E. McKenna              Director                        August 14, 1996

/s/ Ronald S. Petch
---------------------
Ronald S. Petch                 Director                        August 14, 1996

/s/ Victor Zaccaglin            Chairman of the Board
---------------------           and Director
Victor Zaccaglin                (Principal Executive Officer)   August 14, 1996

/s/ Mark F. Spiro               Vice President-Finance
---------------------           and Treasurer
Mark F. Spiro                   (Principal Financial and
                                Accounting Officer)             August 14, 1996
Index of Exhibits
                              -----------------

                                                                         Begins
                                                                         at 
                                                                         Page
                                                                         ----

5.    Opinion of Parker, Milliken, Clark, O'Hara & Samuelian

23.1  Consent of Deloitte & Touche.

23.2  Consent of Parker, Milliken, Clark, O'Hara & Samuelian is contained in
      their opinion filed as Exhibit 5 to this registration statement.