SecProbe.io

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Mail Stop 0303

April 5, 2005

VIA FACSIMILE:  (213) 625-0248
James R. Walther, Esq.
Mayer, Brown, Rowe & Maw LLP
350 South Grand Avenue, 25th Floor
Los Angeles, California 90071
(213) 229-9500

Re:	Calprop Corporation
	Schedule 14D-9 - File No. 005-08357 filed March 25, 2005
	Schedule 13E-3 - File No. 005-08357, filed March 25, 2005
	Schedule TO-T - File No. 005-08357, filed March 25, 2005

Dear Mr. Walther:

      We have reviewed your filing and have the following
comments. Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as
detailed as necessary in your explanation. In some of our
comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.
After reviewing this information, we may or may not raise
additional comments.

      Please understand that the purpose of our review process is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of our review.  Feel free to call us at the telephone numbers
listed at the end of this letter.

Schedule 13E-3

General

1. We note that you identify Messrs. Zaccaglin and Curci as
"persons . . . joined in the filing of Purchaser`s Schedule 13E-3",
on page 20 of your offer to purchase. They are also listed as
bidders on the Schedule TO-T. Since they are engaged in this going
private transaction, please add these individuals as filing persons
to the Schedule 13E-3 and identify them as filing persons in the
forefront of the offer to purchase (the first mention of them as
filing persons appears on page 20 of the document).  Further, you
should make clear and unequivocal statements that Messrs. Zaccaglin
and Curci considered the fairness of the Rule 13E-3 transaction to
unaffiliated security holders and that they believe that the
transaction is fair to unaffiliated security holders.  Each filing
person must provide their own analysis or, if none was performed by
such filing person, expressly adopt the analysis of the board of
directors as its own. Please see Item 1014 of Regulation M-A and
its Instructions for additional guidance. With respect to the
required fairness determination of each filing person, we note
your statement on page 20 of the offer to purchase that "[a]ll
statements in this document made by Purchaser are made by the
Purchaser filing persons as well." However, as indicated above,
to the extent any filing person did not independently analyze the
fairness of the transaction, he or she must expressly adopt both
the finding of fairness, as well as the analysis, of another filing
person.

2. See comment 1 above. As an affiliate of Calprop Corp. and the
bidder in this tender offer, NewCal Corporation must also be added
as a filer on the Schedule 13E-3. As discussed above, revise the
offer to purchase to ensure that each filing person engaged in this
going private transaction has individually provided all of the
disclosure required by Schedule 13E-3.

3. See comments 1 and 2 above. We note that Calprop Corp. has
filed a Schedule 14D-9 in which it recommends that shareholders
tender into the offer by its affiliate. In our view, recommending
an offer that has a going private effect requires that the subject
company itself be included as a filer on the Schedule 13E-3. See
Question 2 in Subsection K of the Third Supplement to the Division
of Corporation Finance`s Manual of Publicly Available Telephone
Interpretations (July 2001). As discussed in comments 1 and 2 above,
for each filing person you add on the Schedule 13E-3, you must
ensure that all of the disclosure required by that Schedule is
provided.

4. Please supplementally provide your analysis as to why the
family members of Messrs. Zaccaglin and Curci who currently own
shares of Calprop which they will contribute to Purchaser in
exchange for common stock of Purchaser are not engaged in this
going private transaction. In the alternative, add those persons
as filers on the Schedule 13E-3 and consider whether they are also
bidders in the tender offer. Your analysis should address those
persons and entities who are parties to the Shareholders Agreement
filed as Exhibit (a)(2) to the Schedule TO, and anyone else who may
have an equity interest in Purchaser going forward. For guidance,
see "Identifying the Bidders in a Tender Offer" in Section II.D.2
of the Division of Corporation Finance`s "Current Issues and
Rulemaking Projects" Outline (November 2000), available on our
web site at www.sec.gov.

5. We note that you will follow this tender offer by a "squeeze
out" merger of remaining unaffiliated shareholders. Given the
existing affiliation between the Purchaser and Calprop Corp. before
the Offer, you may not rely on the Rule 13e-3(g)(1) exception for
the Merger. Discuss in your response letter how you will comply with
the timing, dissemination and disclosure requirements of Rule 13e-3
and Schedule 13E-3 as to the Merger. Alternatively, revise the offer
to purchase to address both the fairness of the Offer and the
subsequent Merger. For example, the "Factors Relating to Fairness"
section addresses only the fairness of the Offer, and some of the
factors listed there do not apply to the Merger. Please be sure to
address both substantive and procedural fairness as required by
Item 1014 of Regulation M-A.

6. We note that Mr. Zaccaglin filed a Schedule TO on December 14,
2004 that constituted an amendment to the Schedule 13D previously
filed by Mr. Zaccaglin with respect to the common stock.  It
appears that Mr. Zaccaglin`s original Schedule 13D was filed in
January 2004. We note that Mr. Zaccaglin and other affiliates have
received equity in Calprop over the years in exchange for loans and
loan guaranties. In view of these equity issuances to him, please
review all relevant acquisitions, dispositions and other events
relating to his share ownership in Calprop, and explain supplementally
why the filing of only one initial beneficial report and one amendment
was appropriate for Mr. Zaccaglin; given the chain of events leading
up the filing of the Schedule 13E-3. In this regard, it appears that
a beneficial ownership report should have been filed to reflect the
existence of the group. We may have additional comments.

7. Please tell us why a Schedule 13D has not yet been filed by the
parties to the Shareholders Agreement.  It appears that at the
latest, a group was formed on December 14, 2004, when the press
release relating to the current transaction filed by Mr. Zaccaglin
mentions "other existing Calprop stockholders."  See Regulation
13d-5(b)(1) of the Exchange Act. We address this comment to you
because we have asked that the parties to the Shareholders Agreement
be included on the Schedule 13E-3.

Financial Statements

8. We note that your financial statements contained in Calprop`s
Form 10-K and each of the March, June, and September 2004 Forms
10-Q/A are incorporated into the Schedule TO by reference.  Although
you may incorporate by reference to disclosure contained in other
filings with the SEC, you must provide the summary financial
information required by Item 1010(c) of Regulation M-A in the
disclosure document disseminated to shareholders in connection with
this going private transaction.  Please see Instruction 1 to Item
13 of Schedule 13E-3, Instruction 6 to Item 10 of Schedule TO and
Q&A 7 in Section I.H of the Division of Corporation Finance`s Manual
of Publicly Available Telephone Interpretations (July 2001).

Offer to Purchase - General

9. Item 1014(a) of Regulation M-A requires a filing person on the
Schedule 13E-3 to state a belief as to the fairness of the
proposed transaction to "unaffiliated security holders." Your
disclosure throughout your document states that the special
committee and the board determined that the reverse stock split
was fair to the "public stockholders," which is a different concept.
Please revise throughout the disclosure materials to provide the
finding as to non-affiliates as a distinct group, as required by
Item 1014(a).  As indicated in our comment above, such finding
must be made by each filing person, including those you may add
as a result of our comments.

10. Where a transaction will impact different subsets of
shareholders differently, the fairness determination required by
Item 1014(a) must be made as to each group separately.  See Q&A
No. 19 in Exchange Act Release No. 17719 (April 13, 1981).  Revise
the disclosure throughout this information statement to separately
address fairness to those shareholders being cashed out in the
reverse stock split, and fairness to those who will remain as
shareholders in a private company.  We note that pursuant to the
anticipated merger, remaining shareholders will be cashed out.

Table of Contents, page i

11. Please correct the page references to each section listed.

Summary Term Sheet, page 1

12. The Summary Term Sheet is intended to provide a brief summary,
in bullet point form, of the most material terms of the Offer. It
should not present verbatim or at length information that appears
elsewhere in the disclosure document. We are concerned that several
of the most important sections in your Summary Term Sheet include
lengthy information not related to the subject heading. For example,
the subsection entitled "What are the principal conflicts of interest
raised by the Offer...? is over a page and a half long and
includes seemingly unrelated information about the selection of the
fairness advisor in the first two paragraphs on page 7. Similarly,
the subsection "Why do you believe the Offer Price is fair? On page
2 is itself almost a full page long, yet doesn`t provide the fairness
determination as to each filing person. Consider revising and
reorganizing the Summary Term Sheet section so that it describes
the most material terms of the Offer only and is organized in a clear
and concise manner.

Why do you believe the Offer Price is Fair?, page 2

13. This section should specifically and clearly address each
filing person`s belief as to the fairness of the Offer.
14. Please disclose Mr. Zaccaglin`s "involvement in the
identification of potential advisory firms to be engaged by
Calprop" here.  We note your disclosure on page 23 and have a
corresponding comment, below.

What are the most significant conditions to the Offer?, page 4

15. All offer conditions other than those related to governmental
approvals necessary to consummation of the offer must be satisfied
or waived as of the expiration date, not the date tendered shares
are accepted for payment. Please revise the language to the contrary
here (in the second paragraph of this section). Please note that it
is inconsistent with our position expressed above, and also with
disclosure in the "Conditions" section later in the offer to
purchase.

Will this tender offer by followed by a merger if all the Calprop
Shares are not tendered in response to the Offer?, page 5

16. Consider whether you should discuss your plans for a "back
end" merger if you waive the 90% Condition. That is, will you
proceed with a merger anyway?

17. Clarify whether an actual written merger agreement exists, and
if not, discuss the potential consequences. For example, you refer
to Purchaser`s "current plan" to conduct a back end merger, but if
no written agreement exists, could that plan change? Briefly
summarize the material conditions to the Merger, and refer
to a place later in the offer materials where those conditions
are described in greater detail.

What are the principal conflicts of interest raised by the Offer
and what is being done about them?, page 6

18. In this section, disclose the percentage interest each
individual filing person on the Schedule 13E-3 will have in NewCal
going forward. This information should be provided for all existing
filers and those you add in response to comments.

19. We note the disclosure on page 39 that after the Offer and
Merger, Messrs. Zaccaglin and Curci may contribute real estate
projects they have or will acquire to Calprop. Prominently discuss
here their plans, and the fact that Calprop`s net operating losses
will be available to reduce the federal and state income taxes for
such projects, benefiting only affiliates who retain an interest
in Purchaser.

Special Factors
Background of the Offer, page 12
Consideration of Privatization Transactions, page 17

20. We note that Duff & Phelps was engaged as an independent
financial advisor by the board of directors on August 30, 2004 to
assist the board in its consideration of a proposed privatization
transaction for Calprop.  Duff & Phelps was then retained by the
Special Directors Committee on January 14, 2005.  Did the Special
Directors Committee give any consideration to potential conflict
of interest of Duff & Phelps? The financial advisor had been
advising the board of directors for four and a half months at the
point in time that the Committee retained the financial advisor.
Disclose the contact Mr. Zaccaglin had during these four and a half
months with Duff & Phelps.  What consideration of this contact did
the Committee give to the "independence" of the financial advisor?
Explain the impact or potential impact of Duff & Phelps prior
engagement by the board of directors on its work for the Committee
in connection with assessing the fairness of this transaction.

21. Please revise to explain the course of events between June 1,
2004, when Mr. Zaccaglin again raised the possibility of taking
Calprop private, and January 8, 2005, when the Special Directors
Committee was appointed. Other than the engagement of Duff &
Phelps in August 2004, there is no explanation of what occurred in
the interim.

22. Given the recent turn over in your board of directors before
and during the time this transaction was being considered, expand
to identify the members of the board when certain key events
associated with the going private transaction occurred. For example,
when the board engaged Duff & Phelps as a financial advisor in
August 2004, what individuals participated in this decision? Was
Mr. Zaccaglin, as the affiliate proposing to acquire the company,
involved?

23. See the last two comment above. Your revised disclosure should
specify when the decision to pursue a going private transaction
was made. For example, the current disclosure indicates that Mr.
Zaccaglin proposed purchasing the company, and that the Committee
was formed to "discuss" the transaction with Mr. Zaccaglin. When did
the actual analysis of whether to pursue a going private occur? What
factors were considered and why did the board and/or the Committee
pursue the course it did?

24. Revise to more specifically describe the terms of engagement
of Duff & Phelps by the board in August 2004. What "financial
advisory" services was it hired to provide? For example, your
expanded disclosure should address whether Duff & Phelps was
engaged to consider alternatives to going private, a price at which
a Rule 13e-3 transaction could be affected, to identify potential
acquirors for the company, etc.

25. Please identify the entities and individuals referenced in
your disclosure, including legal counsel for Duff & Phelps on
January 14, 2005, the financial consultant to Calprop on
January 20, 2005, and the long time stockholder of Calprop, met
with on January 21, 2005. Is the local counsel for Duff & Phelps
on February 2, 2005 the same as their "legal counsel" from
January 14?

26. See the last comment above. State when the "prior efforts to
locate potential investors in Calprop" occurred. In addition,
provide your analysis as to why oral or written repor