10-QSB/A

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  FORM 10-QSB/A
                                (Amendment No. 1)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2003

                                       OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                       For the transition period from to
             ---------------------- -------------------------------

                          Commission File Number 0-9380

                            CAPITAL PROPERTIES, INC.
               (Name of small business registrant in its charter)

                             Rhode Island 05-0386287
                  (State or other jurisdiction of (IRS Employer
               incorporation or organization) Identification No.)

                                 100 Dexter Road
                       East Providence, Rhode Island 02914
               (Address of principal executive offices) (Zip Code)

                                 (401) 435-7171
              (Registrant's telephone number, including area code)

Check whether the registrant:  (1) has filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [X] No

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:

As of July 31, 2003, the Issuer had 3,000,000 shares of Class A Common Stock and
299,956 shares of Class B Common Stock outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]







                                INTRODUCTORY NOTE

     We filed our original Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2003 with the  Securities  and Exchange  Commission  on August 4, 2003.
This Amendment No. 1 to the Quarterly Report on Form 10-QSB/A is being filed for
the purposes of filing Exhibit  10(b)(i).  The remainder of the Form 10-QSB,  as
previously filed, is unchanged.

                                     PART II
                                     -------


Item 6.  Exhibits and Reports on Form 8-K


(a)     Index of Exhibits:

     3.1  Amended  Articles  of  Incorporation  (incorporated  by  reference  to
          Exhibit  3.1 to the  Issuer's  report on Form 8-K filed  December  10,
          2001).

     3.2  By-laws, as amended  (incorporated by reference to Exhibit 3(b) to the
          Issuer's  quarterly  report  on  Form  10-QSB  for the  quarter  ended
          September 30, 1999).

      10  Material contracts:

     (a) leases between Metropark, Ltd. and registrant:

          (i)  Dated  December  12, 2001  (incorporated  by reference to Exhibit
               10(a)(i)  to the  Issuer's  annual  report on Form 10-KSB for the
               year ended December 31, 2001).

          (ii) Dated  December  12, 2001  (incorporated  by reference to Exhibit
               10(a)(ii)  to the Issuer's  annual  report on Form 10-KSB for the
               year ended December 31, 2001).

          (iii)Dated  December  12, 2001  (incorporated  by reference to Exhibit
               10(a)(iii)  to the Issuer's  annual report on Form 10-KSB for the
               year ended December 31, 2001).

          (iv) Dated  December  12, 2001  (incorporated  by reference to Exhibit
               10(a)(iv)  to the Issuer's  annual  report on Form 10-KSB for the
               Year ended December 31, 2001).

          (v)  Dated  December  12, 2001  (incorporated  by reference to Exhibit
               10(a)(v)  to the  Issuer's  annual  report on Form 10-KSB for the
               year ended December 31, 2001).

      (b) Miscellaneous contracts:

          (i)* Option  Agreement to Purchase Real  Property And Related  Assets,
               dated  June 9,  2003,  by and  between  Dunellen,  LLC and Global
               Companies, LLC.

     99.1*Rule  13a-14(a)  Certification  of President and  Principal  Executive
          Officer

     99.2*Rule  13a-14(a)  Certification  of Treasurer and  Principal  Financial
          Officer

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* Filed herewith

(b)    For the quarter ended June 30, 2003, no reports on Form 8-K were filed.





                                    SIGNATURE



     In accordance with the  requirements of the Exchange Act, the Issuer caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                               CAPITAL PROPERTIES, INC.


                                 By /s/ Ronald P. Chrzanowski
                                    -----------------------------------------
                                        Ronald P. Chrzanowski
                                        President and Principal Executive Officer



                                 By /s/ Barbara J. Dreyer
                                    -----------------------------------------
                                        Barbara J. Dreyer
                                        Treasurer and Principal Financial Officer


DATED:    August 12, 2003