UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                       For the quarter ended June 30, 2002

                        Commission file number 001-13950



                           CENTRAL PARKING CORPORATION
                           ---------------------------
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<CAPTION>


<S>                                                                   <C>             <C>
                         Tennessee                                                                  62-1052916
--------------------------------------------------------------------                  ------------------------------------
   (State or Other Jurisdiction of Incorporation or Organization)                     (I.R.S. Employer Identification No.)


                  2401 21st Avenue South,
            Suite 200, Nashville, Tennessee                                                            37212
----------------------------------------------------------                                          ------------
         (Address of Principal Executive Offices)                                                    (Zip Code)


Registrant's Telephone Number, Including Area Code:                                                (615) 297-4255
                                                                                                   ---------------

Former name, address and fiscal year, if changed since last report:                                 Not Applicable
                                                                                                   ---------------
</TABLE>



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  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
                                            ---     ---


Indicate the number of shares outstanding of each of the registrant's classes of
common  stock  as  of  the  latest  practicable  date.

<TABLE>
<CAPTION>


<S>                            <C>
            Class                          Outstanding at August 9, 2002
-----------------------------              -----------------------------
Common Stock, $0.01 par value                       35,947,669
</TABLE>






















                                  Page 1 of 25
<PAGE>

                                      INDEX

                           CENTRAL PARKING CORPORATION


PART  I.     FINANCIAL  INFORMATION                                        PAGE
-------      ----------------------                                        ----
Item  1.     Financial  Statements  (Unaudited)

     Condensed  consolidated  balance  sheets
      -- June  30,  2002  and  September  30,  2001                           3

     Condensed  consolidated  statements  of  earnings
      -- three  and  nine  months  ended  June  30,  2002  and  2001          4

     Condensed  consolidated  statements  of  cash  flows
      -- nine  months  ended  June  30,  2002  and  2001                      5

     Notes  to  condensed  consolidated  financial  statements                6

Item  2.     Management's  Discussion  and  Analysis  of  Financial
     Condition  and  Results  of  Operations                                 16

Item  3.     Quantitative  and Qualitative Disclosure about Market Risk      23

PART  II.     OTHER  INFORMATION
--------      -------------------

Item  1.     Legal  Proceedings                                              23

Item  6.     Exhibits  and  Reports  on  Form  8-K                           24


SIGNATURES                                                                   24


















































                                  Page 2 of 25
<PAGE>
PART  I.  FINANCIAL  INFORMATION
--------------------------------

Item  1.  Financial  Statements
-------------------------------
                           CENTRAL PARKING CORPORATION
                      Condensed Consolidated Balance Sheets
                                    Unaudited

Amounts  in  thousands,  except  share  data
<TABLE>
<CAPTION>


<S>                                                                              <C>          <C>
                                                                                   June 30,     September 30,
                                                                                     2002           2001
                                                                                 -----------  ---------------
ASSETS
Current assets:
 Cash and cash equivalents                                                       $   34,571   $       41,849
 Management accounts receivable                                                      38,496           32,613
 Accounts receivable - other                                                         14,099           16,149
 Current portion of notes receivable (including amounts due from partnerships,
     joint ventures and unconsolidated subsidiaries of $5,888 at June 30, 2002
     and $4,304 at September 30, 2001)                                                8,433            6,836
 Prepaid expenses                                                                    11,214            6,939
 Deferred income taxes                                                                  259              259
                                                                                 -----------  ---------------
   Total current assets                                                             107,072          104,645

Notes receivable, less current portion                                               42,887           42,931
Property, equipment and leasehold improvements, net                                 426,607          415,405
Contract and lease rights, net                                                      112,438           88,094
Goodwill, net                                                                       251,533          250,630
Investment in and advances to partnerships, joint ventures
    and unconsolidated subsidiaries                                                  15,375           30,704
Other assets                                                                         49,344           54,472
                                                                                 -----------  ---------------
   Total Assets                                                                  $1,005,256   $      986,881
                                                                                 ===========  ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Current portion of long-term debt and capital lease obligations                 $   53,229   $       53,337
 Accounts payable                                                                    79,566           77,887
 Accrued expenses                                                                    29,722           24,997
 Management accounts payable                                                         23,319           20,541
 Income taxes payable                                                                14,396            7,134
                                                                                 -----------  ---------------
 Total current liabilities                                                          200,232          183,896

Long-term debt and capital lease obligations, less current portion                  195,269          208,885
Deferred rent                                                                        30,385           22,310
Deferred income taxes                                                                14,944           15,757
Minority interest                                                                    30,970           31,121
Other liabilities                                                                    34,030           33,466
                                                                                 -----------  ---------------
 Total liabilities                                                                  505,830          495,435
                                                                                 -----------  ---------------

Company-obligated mandatorily redeemable convertible securities of
 subsidiary holding solely parent debentures                                         78,085          110,000

Shareholders' equity:
 Common stock, $0.01 par value; 50,000,000 shares authorized, 35,945,319
   and 35,791,550 shares issued and outstanding at June 30, 2002 and
   September 30, 2001, respectively                                                     360              358
 Additional paid-in capital                                                         241,600          238,464
 Accumulated other comprehensive loss, net                                           (2,070)          (1,979)
 Retained earnings                                                                  182,373          145,308
 Other                                                                                 (922)            (705)
                                                                                 -----------  ---------------
 Total shareholders' equity                                                         421,341          381,446
                                                                                 -----------  ---------------
 Total Liabilities and Shareholders' Equity                                      $1,005,256   $      986,881
                                                                                 ===========  ===============
</TABLE>




See  accompanying  notes  to  condensed  consolidated  financial  statements.


                                  Page 3 of 25
<PAGE>
                           CENTRAL PARKING CORPORATION
                  Condensed Consolidated Statements of Earnings
                                    Unaudited

Amounts  in  thousands,  except  per  share  data
<TABLE>
<CAPTION>


                                                             Three months ended    Nine months ended
                                                                   June 30,             June 30,
<S>                                                         <C>        <C>        <C>        <C>
                                                               2002      2001       2002       2001
                                                            ---------  ---------  ---------  ---------
Revenues:
 Parking                                                    $151,664   $154,260   $448,804   $454,785
 Management contract and other                                31,301     24,885     90,246     75,959
                                                            ---------  ---------  ---------  ---------
                                                             182,965    179,145    539,050    530,744
 Reimbursement of management contract expenses                97,370     90,986    289,705    273,477
                                                            ---------  ---------  ---------  ---------
   Total revenues                                            280,335    270,131    828,755    804,221
                                                            ---------  ---------  ---------  ---------

Costs and expenses:
 Cost of parking                                             133,452    128,485    391,932    379,180
 Cost of management contracts                                 12,403     11,193     37,743     31,192
 General and administrative                                   17,224     17,474     52,571     51,311
 Goodwill and non-compete amortization                            94      3,001        310      9,003
                                                            ---------  ---------  ---------  ---------
                                                             163,173    160,153    482,556    470,686
 Reimbursed management contract expenses                      97,370     90,986    289,705    273,477
                                                            ---------  ---------  ---------  ---------
   Total costs and expenses                                  260,543    251,139    772,261    744,163
                                                            ---------  ---------  ---------  ---------

Property-related gains (losses), net                          (2,298)    (3,058)     4,735     (2,577)
                                                            ---------  ---------  ---------  ---------

 Operating earnings                                           17,494     15,934     61,229     57,481

Other income (expenses):
 Interest income                                               1,277      1,362      4,087      4,341
 Interest expense                                             (3,142)    (4,457)    (9,461)   (15,726)
 Dividends on Company-obligated mandatorily redeemable
   convertible securities of a subsidiary trust               (1,093)    (1,472)    (3,823)    (4,415)
 Gain on repurchase of Company-obligated mandatorily
   redeemable convertible securities of a subsidiary trust       881         --      9,245         --
 Equity in partnership and joint venture earnings              1,271      1,510      3,252      4,152
                                                            ---------  ---------  ---------  ---------

Earnings before income taxes, minority interest
 and cumulative effect of accounting change                   16,688     12,877     64,529     45,833

Income tax expense                                            (5,211)    (5,007)   (22,199)   (17,711)
Minority interest, net of tax                                 (1,374)    (1,133)    (3,652)    (2,969)
                                                            ---------  ---------  ---------  ---------
Earnings before cumulative effect of accounting change        10,103      6,737     38,678     25,153
Cumulative effect of accounting change, net of tax                --         --         --       (258)
                                                            ---------  ---------  ---------  ---------

Net earnings                                                $ 10,103   $  6,737   $ 38,678   $ 24,895
                                                            =========  =========  =========  =========



Basic earnings per share:
 Earnings before cumulative effect of accounting change     $   0.28   $   0.19   $   1.08   $   0.70
 Cumulative effect of accounting change, net of tax               --         --         --         --
                                                            ---------  ---------  ---------  ---------
   Net earnings                                             $   0.28   $   0.19   $   1.08   $   0.70
                                                            =========  =========  =========  =========

Diluted earnings per share:
 Earnings before cumulative effect of accounting change     $   0.28   $   0.19   $   1.07   $   0.70
 Cumulative effect of accounting change, net of tax               --         --         --      (0.01)
                                                            ---------  ---------  ---------  ---------
   Net earnings                                             $   0.28   $   0.19   $   1.07   $   0.69
                                                            =========  =========  =========  =========
</TABLE>



See  accompanying  notes  to  condensed  consolidated  financial  statements.

                                  Page 4 of 25
<PAGE>
                           CENTRAL PARKING CORPORATION
                 Condensed Consolidated Statements of Cash Flows
                                    Unaudited

Amounts  in  thousands
<TABLE>
<CAPTION>
                                                                                         Nine months ended
                                                                                              June 30,
<S>                                                                                    <C>        <C>
                                                                                          2002       2001
                                                                                       ---------  ---------
Cash flows from operating activities:
  Net earnings                                                                         $ 38,678   $ 24,895
  Adjustments to reconcile net earnings to net cash provided by operating activities:
    Depreciation and amortization                                                        25,759     32,567
    Equity in partnership and joint venture earnings                                     (3,252)    (4,152)
    Distributions from partnerships and joint ventures                                    3,353      2,649
    Net (gains) losses on property-related activities                                    (4,735)     2,577
    Gain on repurchase of company-obligated mandatorily redeemable
      securities of a subsidiary trust                                                   (9,245)        --
    Deferred income taxes                                                                  (963)      (537)
    Minority interest                                                                     3,652      2,969
  Changes in operating assets and liabilities (net of acquisitions):
    Management accounts receivable                                                       (3,799)     1,208
    Accounts receivable - other                                                           2,616     (1,461)
    Prepaid expenses                                                                     (4,275)       526
    Other assets                                                                          1,614     (7,102)
    Accounts payable, accrued expenses and other liabilities                              5,239    (12,461)
    Management accounts payable                                                           2,340     (3,943)
    Deferred rent                                                                         8,075      1,961
    Income taxes payable                                                                  7,236     (6,864)
                                                                                       ---------  ---------
      Net cash provided by operating activities                                          72,293     32,832
                                                                                       ---------  ---------

Cash flows from investing activities:
  Proceeds from disposition of property and equipment                                    15,716     21,325
  Proceeds from sale of investment in partnership                                        18,399         --
  Purchase of property, equipment and leasehold improvements                            (19,777)   (22,562)
  Purchase of contract and lease rights                                                 (18,801)    (2,041)
  Acquisitions, net of cash acquired                                                    (17,662)        --
  Other investing activities                                                               (483)     2,430
                                                                                       ---------  ---------
      Net cash used by investing activities                                             (22,608)      (848)
                                                                                       ---------  ---------

Cash flows from financing activities:
  Dividends paid                                                                         (1,613)    (1,625)
  Net borrowings under revolving credit agreement                                         9,500     16,100
  Principal repayments on long-term debt and capital lease obligations                  (41,512)   (42,478)
  Payment to minority interest partners                                                  (3,972)    (3,672)
  Repurchase of common stock                                                               (488)   (10,863)
  Repurchase of mandatorily redeemable securities                                       (21,823)        --
  Proceeds from issuance of common stock and exercise of stock options                    3,261      2,077
                                                                                       ---------  ---------
      Net cash used by financing activities                                             (56,647)   (40,461)
                                                                                       ---------  ---------

Foreign currency translation                                                               (316)       176
                                                                                       ---------  ---------
  Net decrease in cash and cash equivalents                                              (7,278)    (8,301)
Cash and cash equivalents at beginning of period                                         41,849     43,214
                                                                                       ---------  ---------
Cash and cash equivalents at end of period                                             $ 34,571   $ 34,913
                                                                                       =========  =========
</TABLE>



See  accompanying  notes  to  condensed  consolidated  financial  statements.














                                  Page 5 of 25
<PAGE>
                           CENTRAL PARKING CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1)  BASIS  OF  PRESENTATION
     The  accompanying  unaudited condensed consolidated financial statements of
Central  Parking  Corporation  ("Central  Parking"  or  the "Company") have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United  States  of  America  and  pursuant  to  the rules and regulations of the
Securities  and  Exchange  Commission  related  to interim financial statements.
Accordingly,  these  financial  statements do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management,  the  unaudited  condensed consolidated financial statements reflect
all adjustments considered necessary for a fair presentation, consisting only of
normal  and  recurring  adjustments.  All significant inter-company transactions
have been eliminated in consolidation.  Operating results for the three and nine
months  ended  June  30, 2002 are not necessarily indicative of the results that
may  be expected for the fiscal year ending September 30, 2002.  These condensed
consolidated  financial  statements  should  be  read  in  conjunction  with the
consolidated  financial  statements  and  footnotes  thereto  for the year ended
September  30,  2001  (included  in  the  Company's annual report on Form 10-K).
Certain  prior  year  amounts  have been reclassified to conform to current year
presentation.


(2)  ACQUISITIONS

     BUSINESS  COMBINATIONS
     The Company completed the four business combinations described below during
the  nine  months ended June 30, 2002. Each acquisition was financed through the
Company's  existing  credit  facility  and  was accounted for as a purchase. The
operating  results  of the acquisitions have been included from their respective
dates  of  acquisition. Pro forma results for prior periods are not presented as
the  impact  of  acquisitions  to  reported  results is not significant. The net
assets  acquired  and  liabilities  assumed  are  summarized  as  follows  (in
thousands):

<TABLE>
<CAPTION>

<S>                                                         <C>
Estimated fair value of tangible assets acquired            $ 5,542
Estimated fair value of intangible assets acquired           14,339
Purchase price in excess of net assets acquired (goodwill)      903
Estimated fair value of liabilities assumed                  (2,936)
                                                            --------
  Net purchase price                                         17,848
Cash acquired                                                  (186)
                                                            --------
    Net cash paid for acquisitions                          $17,662
                                                            ========
</TABLE>


Park  One  of  Louisiana,  LLC
     On January 1, 2002, the Company purchased certain assets and liabilities of
Park  One  of Louisiana, LLC, for $5.6 million in cash. The purchase included 24
management  and  17  lease contracts located in New Orleans, Louisiana. The fair
value  of  the  assets  acquired  as  of the acquisition date was as follows (in
thousands):
<TABLE>
<CAPTION>

<S>                       <C>
Tangible assets           $  491
Contract rights            5,864
Liabilities assumed         (805)
                          -------
     Net assets acquired  $5,550
                          =======
</TABLE>

     The  tangible assets purchased and liabilities assumed consist primarily of
management  accounts  receivable  and management accounts payable, respectively.
The contract rights will be amortized over 15 years, which is the estimated life
of  the  contracts  including  future  renewals.

USA  Parking  Systems
     On  October  1, 2001, the Company purchased substantially all of the assets
of USA Parking Systems, Inc, for $11.5 million in cash. The purchase included 61
management  and  lease  contracts  located primarily in south Florida and Puerto
Rico.  The  fair  value of the assets acquired as of the acquisition date was as
follows  (in  thousands):


                                  Page 6 of 25
<PAGE>
<TABLE>
<CAPTION>

<S>                       <C>
Tangible assets           $ 2,779
Noncompete agreement          175
Trade name                    100
Contract rights             8,475
                          -------
     Net assets acquired  $11,529
                          =======
</TABLE>

     The  tangible assets primarily consisted of accounts receivable and parking
equipment.  The  noncompete agreement is with the seller, who is now employed by
the  Company.  The  duration  of  the  agreement  extends  five years beyond the
seller's termination of such employment and will begin to be amortized when such
termination occurs. The trade name is included as goodwill and is not subject to
amortization.  The contract rights will be amortized over 15 years, which is the
average  estimated life of the contracts including future renewals. The purchase
agreement  also  contained an incentive provision whereby the seller may receive
an additional payment of up to $2.3 million based on the earnings of USA Parking
for  the  twelve  months  ended  March  31, 2004. The incentive provision is not
conditional  upon  employment.  Any  amounts owed under this incentive provision
will  be  recorded  as  goodwill  in  the  period  incurred.

Universal  Park  Holdings
     On  October  1,  2001,  the  Company  purchased 100% of the common stock of
Universal Park Holdings ("Universal") for $535 thousand.  Universal provides fee
collection  and  related  services  for  state, local and national parks and had
contracts to provide these services to six parks in the western United States as
of the acquisition date.  The purchase price included $385 thousand paid in cash
at  closing and a $150 thousand commitment to be paid after one year, contingent
upon retention of acquired contracts.  The purchase resulted in goodwill of $646
thousand,  which  is not deductible for tax purposes.  This acquisition expanded
the  Company's  presence  in  the  municipal,  state  and national parks market.

Lexis  Systems,  Inc.
     On  October 1, 2001, the Company purchased a 70% interest in Lexis Systems,
Inc. ("Lexis") for $350 thousand in cash. Lexis manufactures and sells automated
pay  stations  used  primarily  for parking facilities. The purchase resulted in
goodwill of $157 thousand, which is not deductible for tax purposes. The Company
intends  to use the automated pay stations in its existing parking operations as
well  as  for  sale  to  other  parking  operators.

     PROPERTY  ACQUISITIONS
     In  April  2002,  the Company acquired four properties in Atlanta for $16.5
million,  including acquisition costs. The purchase was funded through two notes
payable  secured  by  the  acquired properties. The notes require the Company to
make  monthly  interest  payments  at a weighted average rate of one-month LIBOR
plus  157.5  basis  points,  with  the  principal balance due in April 2007. The
properties  are  currently  being  leased  to  another  parking  operator.


     LEASE  RIGHTS
     In January 2002, the Company purchased the lease rights for three locations
in  New  York City from an unrelated third party for $16.4 million in cash.  The
lease  rights will be amortized over the remaining terms of the individual lease
agreements which range from 10 to 30 years.  The Company had previously operated
each of these locations under an agreement entered into in September 1992.  This
agreement,  which  terminates in August 2004, initially covered approximately 80
locations;  however, all but seven of these locations had been renegotiated with
extended  terms  or  terminated  as  of  June  30,  2002.  These seven remaining
locations  had revenues and operating income of approximately $14 million and $3
million,  respectively,  in  fiscal  2001.  The  Company  intends  to enter into
negotiations  to  extend  the  terms  of  these remaining locations prior to the
termination  of  the  existing  agreement.  There can be no assurance that these
locations  will be renewed or, if renewed, that the new agreements will not have
substantially  different  terms.

     The  Company  is  entitled  to receive a termination fee, as defined in the
agreement, as the third party disposes of certain properties or renegotiates the
lease  agreements.  The termination fee is based on the earnings of the location
and  the  remaining duration of the agreement. During the nine months ended June
30,  2002,  the Company received $8.4 million in termination fees related to the
three locations described above and two additional locations which were disposed
of during the period. These amounts have been recorded as deferred rent and will
be  amortized  through  August  2004  to offset the guaranteed rent payments due
under  the  original  agreement.






                                  Page 7 of 25
<PAGE>
(3)  EARNINGS  PER  SHARE
     Basic  earnings  per  share  excludes  dilution and is computed by dividing
income available to common shareholders by the weighted-average number of common
shares  outstanding  for  the  period.  Diluted  earnings per share reflects the
potential  dilution  that  could occur if securities or other contracts to issue
common  stock  were  exercised  or converted into common stock, or if restricted
shares  of  common  stock were to become fully vested.  The following table sets
forth  the  computation  of  basic  and  diluted  earnings  per  share:
<TABLE>
<CAPTION>
                                             Three months ended                Three months ended
                                                June 30, 2002                     June 30, 2001
                                      --------------------------------   --------------------------------
<S>                                    <C>          <C>      <C>         <C>          <C>      <C>
                                         Income     Common                 Income     Common
                                        Available   Shares   Per Share    Available   Shares   Per Share
                                         ($000's)   (000's)    Amount      ($000's)   (000's)    Amount
                                       -----------  -------  ----------  -----------  -------  ----------
Basic earnings per share. . . . . . .  $    10,103   35,923  $     0.28  $     6,737   35,740  $     0.19
Effect of dilutive stock and options:
    Stock option plan . . . . . . . .           --      664          --           --       91          --
    Restricted stock plan . . . . . .           --       --          --           --       69          --
                                       -----------  -------  ----------  -----------  -------  ----------
Diluted earnings per share. . . . . .  $    10,103   36,587  $     0.28  $     6,737   35,900  $     0.19
                                       ===========  =======  ==========  ===========  =======  ==========
</TABLE>
<TABLE>
<CAPTION>
                                                Nine months ended                   Nine months ended
                                                   June 30, 2002                      June 30, 2001
                                        -------------------------------      -------------------------------
<S>                                       <C>          <C>      <C>          <C>          <C>      <C>
                                           Income      Common                  Income     Common
                                          Available    Shares   Per Share     Available   Shares   Per Share
                                           ($000's)    (000's)    Amount       ($000's)   (000's)    Amount
                                          -----------  -------  -----------  -----------  -------  ----------
Basic earnings per share before
  cumulative effect of accounting change  $    38,678   35,817  $     1.08   $    25,153   35,818  $     0.70
Effect of dilutive stock and options:
    Stock option plan. . . . . . . . . .           --      373       (0.01)           --      106          --
    Restricted stock plan. . . . . . . .           --       --          --            --      122          --
                                          -----------  -------  -----------  -----------  -------  ----------
Diluted earnings per share before
  cumulative effect of accounting change  $    38,678   36,190  $     1.07   $    25,153   36,046  $     0.70
                                          ===========  =======  ===========  ===========  =======  ==========
</TABLE>

     The  company-obligated  mandatorily redeemable securities of the subsidiary
trust have not been included in the diluted earnings per share calculation since
such  securities  are  anti-dilutive. At June 30, 2002 and 2001, such securities
were  convertible  into  1,419,730  and  2,000,000  shares  of  common  stock,
respectively.  For  the  three  months  ended June 30, 2002 and 2001, options to
purchase  402,897  and  2,005,406  shares,  respectively,  are excluded from the
calculation  of  diluted  common shares since they are anti-dilutive.  Also, for
the  nine  months  ended June 30, 2002 and 2001, options to purchase 914,636 and
1,884,357  shares,  respectively,  are  excluded  since  such  options  are
anti-dilutive.


(4)  PROPERTY-RELATED  GAINS  (LOSSES),  NET
     The Company routinely disposes of or impairs owned properties and leasehold
improvements  due  to  various  factors,  including  economic  considerations,
unsolicited  offers  from  third  parties,  loss  of  contracts and condemnation
proceedings  initiated  by  local government authorities.  Leased properties are
also  periodically  evaluated  and  determinations may be made to sell or exit a
lease  obligation.  A summary of property-related gains and losses for the three
and  nine  months  ended  June  30,  2002  and  2001  is  as  follows:
<TABLE>
<CAPTION>
                                                Three months ended     Nine months ended
<S>                                            <C>         <C>         <C>       <C>
                                                      June 30,             June 30,
                                                  2002        2001      2002      2001
                                               ----------  ----------  --------  --------
Net gains on sale of property                  $     313   $   1,131   $ 5,173   $ 6,650
Impairment charges for property, equipment
  and leasehold improvements                        (420)       (200)     (481)     (915)
Impairment charges for contract rights, lease
  rights and other intangible assets              (2,191)         --    (3,810)     (492)
Net gains on sale of partnership interests            --          --     3,853        --
Lease termination costs                               --      (3,989)       --    (7,820)
                                               ----------  ----------  --------  --------
Total property-related gains (losses), net     $  (2,298)  $  (3,058)  $ 4,735   $(2,577)
                                               ==========  ==========  ========  ========
</TABLE>
                                  Page 8 of 25
<PAGE>

     On  January  28,  2002, the Company sold its 50% interest in Civic Parking,
LLC  ("Civic")  for $18.4 million. The transaction resulted in a pre-tax gain of
$3.9  million  which  is included as a property-related gain for the nine months
ended  June  30,  2002.  Additionally,  the  Company  recognized $5.2 million of
pre-tax  gains  on sales of property during the nine months ended June 30, 2002,
primarily  from the condemnation of a property in Houston. The Company wrote off
prepaid  rent  of $2.2 million and leasehold improvements of $0.4 million during
the  three  months  ended  June  30, 2002 related to a property in New York City
where  the  carrying  value of the assets was no longer supportable by projected
future cash flows. This was in addition to write-offs of $0.7 million of prepaid
rent in the second quarter of fiscal 2002 related to a condemned location in New
York  City  and  $0.9  million of contract rights in the first quarter of fiscal
2002  for  locations  in  Houston,  Fort  Worth and San Diego that are no longer
operated  by  the  Company.

     The  Company  recognized  $6.7 million of pre-tax gains from property sales
during the nine months ended June 30, 2001. These gains primarily related to the
sale  of properties in Baltimore, Birmingham, Chattanooga, Chicago, Houston, St.
Louis  and  Toledo.  Lease  termination costs for the nine months ended June 30,
2001  include $6.3 million which the Company incurred to exit unfavorable leases
in  New  York  City during the second and third quarters of fiscal 2001 and $1.5
million  which  the  Company  paid  to exit an unfavorable lease in Philadelphia
during  the  first  quarter  of  fiscal 2001. Impairment charges during the nine
months  ended  June  30,  2001 comprised $0.9 million attributable to properties
where  the  operating lease agreements were amended such that the carrying value
of  the  leasehold  improvements  were no longer supportable by projected future
cash  flows.  The  remaining  $0.5  million  of  impairment  charges  reflects a
reduction  in  certain Allright-related intangible assets which are no longer of
value  to  the  Company.

     Impaired assets in all periods were held for use at the time of impairment.
The  Company determines impairment by comparing the carrying value of the assets
to  the projected undiscounted future cash flows from the property or properties
to  which they relate. If projected future cash flows are less than the carrying
value  of  the  asset,  the  asset is considered to be impaired and the carrying
value  is  written  down  to  its  fair  value.


(5)  GOODWILL  AND  INTANGIBLE  ASSETS
     In  July  2001,  the  Financial  Accounting Standards Board ("FASB") issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  141,  Business
Combinations,  and SFAS No. 142, Goodwill and Other Intangible Assets.  SFAS No.
141  requires  that  the  purchase method of accounting be used for all business
combinations  initiated  after  June  30,  2001.  SFAS  No.  141  also specifies
criteria  which  intangible  assets  acquired  in  a  purchase  method  business
combination  must  meet to be recognized and reported apart from goodwill.  SFAS
No.  142  requires  that  goodwill  and intangible assets with indefinite useful
lives  no  longer  be  amortized,  but instead be tested for impairment at least
annually.    Any  impairment  loss would be measured as of the date of adoption,
and  recognized  as  the  cumulative effect of a change in accounting principle.
SFAS  No. 142 also requires that intangible assets with definite useful lives be
amortized  over  their  respective  estimated  useful  lives  to their estimated
residual  values,  and  reviewed for impairment in accordance with SFAS No. 121,
Accounting  for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of.

     The  Company  was  required  to  adopt  the  provisions  of  SFAS  No.  141
immediately.  SFAS  No.  142  must  be  adopted  by  October 1, 2002, but may be
adopted  earlier.  The  Company has elected this early adoption as of October 1,
2001.  SFAS  No.  142 requires that the Company evaluate its existing intangible
assets and goodwill that were acquired in a prior purchase business combination,
and  to  make  any  necessary reclassifications in order to conform with the new
criteria in SFAS No. 141 for recognition apart from goodwill.  With the adoption
of SFAS No. 142, the Company has reassessed the useful lives and residual values
of  all  intangible  assets  acquired in purchase business combinations, and has
determined that no amortization period adjustments are required.  As of June 30,
2002,  the  Company  has  not  identified  any intangible assets with indefinite
useful  lives,  other  than  goodwill.

     The  transitional provisions of SFAS No. 142 require the Company to perform
an  assessment of whether there is an indication that goodwill is impaired as of
the  date  of  adoption.  To  accomplish  this,  the  Company  must identify its
reporting  units  and  determine  the  carrying  value of each reporting unit by
assigning  the  assets  and  liabilities,  including  the  existing goodwill and
intangible  assets,  to  those  reporting  units as of the date of adoption. The
Company  is  structured  into  geographical  segments.  Each segment consists of
several  cities  which report to a single senior vice president. For purposes of
allocating  and evaluating goodwill and intangible assets, the Company considers
each city to be a separate reporting unit. The Company has up to six months from
the  date  of  adoption  to  determine the fair value of each reporting unit and
compare  it  to  the reporting unit's carrying amount. To the extent a reporting
unit's  carrying  amount  exceeds  its fair value, an indication exists that the
reporting  unit's  goodwill  may  be  impaired  and the Company must perform the

                                  Page 9 of 25
<PAGE>
second step of the transitional impairment test. In the second step, the Company
must compare the implied fair value of the reporting unit's goodwill, determined
by  allocating  the reporting unit's fair value to all of its assets (recognized
and  unrecognized)  and  liabilities  in  a  manner  similar to a purchase price
allocation  in  accordance  with  SFAS  No. 141, to its carrying amount, both of
which would be measured as of the date of adoption. This second step is required
to  be  completed  as soon as possible, but no later than the end of the year of
adoption.  Any transitional impairment loss will be recognized as the cumulative
effect  of  a  change  in  accounting  principle  in  the Company's statement of
earnings.  The  Company has completed step one of the transition process and has
identified  an  estimate  of  pre-tax  impairment loss related to the transition
testing  ranging  from  $3  million  to $20 million related to business units in
Chicago  and  New  Jersey.  As  of September 30, 2001, the goodwill allocated to
these two business units approximated $20 million. The Company will complete the
second  step  of  the  goodwill  impairment transition testing and recognize any
impairment  charges  prior  to  the  end  of  the  current  fiscal  year.

     As  of  September  30, 2001, the Company's unamortized goodwill amounted to
$250.6  million and unamortized identifiable intangible assets amounted to $88.1
million, all of which were subject to the transition provisions of SFAS No. 142.
The  effects  of adoption of SFAS No. 142 on results of operations for the three
and  nine  months  ended  June  30, 2002 and 2001, are as follows (in thousands,
except  per  share  data):
<TABLE>
<CAPTION>

                                              Three months      Nine months
                                              ended June 30,   ended June 30,
<S>                                          <C>      <C>     <C>      <C>
                                               2002    2001     2002     2001
                                             -------  ------  -------  -------
Reported net earnings                        $10,103  $6,737  $38,678  $24,895
Add back: Goodwill amortization, net of tax       --   2,702       --    8,107
                                             -------  ------  -------  -------
Pro forma net earnings                       $10,103  $9,439  $38,678  $33,002
                                             =======  ======  =======  =======

Basic earnings per share:
  Reported net earnings                      $  0.28  $ 0.19  $  1.08  $  0.70
  Goodwill amortization                           --    0.07       --     0.22
                                             -------  ------  -------  -------
  Pro forma net earnings                     $  0.28  $ 0.26  $  1.08  $  0.92
                                             =======  ======  =======  =======

Diluted earnings per share:
  Reported net earnings                      $  0.28  $ 0.19  $  1.07  $  0.69
  Goodwill amortization                           --    0.07       --     0.22
                                             -------  ------  -------  -------
  Pro forma net earnings                     $  0.28  $ 0.26  $  1.07  $  0.91
                                             =======  ======  =======  =======
</TABLE>


     As  of  June 30, 2002, the Company had the following amortizable intangible
assets  (in  thousands):
<TABLE>
<CAPTION>

<S>                            <C>        <C>            <C>
                                 Gross
                                Carrying   Accumulated
                                 Amount    Amortization     Net
                               ---------  -------------  --------
Amortizable intangible assets
    Contract and lease rights  $ 149,974  $      37,536  $112,438
    Noncompete agreements          2,575          2,090       485
                               ---------  -------------  --------
        Total                  $ 152,549  $      39,626  $112,923
                               =========  =============  ========
</TABLE>


     Amortization  expense  related  to  the  contract  and  lease  rights  and
noncompete  agreements  was  $2,696,000 and $94,000, respectively, for the three
months  ended  June 30, 2002, and $7,732,000 and $310,000, respectively, for the
nine  months  ended  June  30,  2002.

     In  accordance  with SFAS No. 142, the Company assigned its goodwill to its
various  reporting units during the second quarter of fiscal 2002. The following
table  reflects  this  assignment by reported segment as of October 1, 2001, and
the  changes in the carrying amounts for the nine months ended June 30, 2002 (in
thousands):



                                  Page 10 of 25
<PAGE>
<TABLE>
<CAPTION>

<S>                            <C>     <C>       <C>      <C>    <C>     <C>      <C>     <C>
                                One      Two      Three    Four   Five    Six      Other    Total
                               ------  --------  -------  -----  ------  -------  ------  --------
Balance as of October 1, 2001  $5,829  $194,784  $13,227  $ 831  $5,660  $30,299  $   --  $250,630
Acquired during the period        646        --       --     --      --       --     257       903
                               ------  --------  -------  -----  ------  -------  ------  --------
Balance as of June 30, 2002    $6,475  $194,784  $13,227  $ 831  $5,660  $30,299  $  257  $251,533
                               ======  ========  =======  =====  ======  =======  ======  ========
</TABLE>


(6)  LONG-TERM DEBT
     In  March  1999,  the  Company  entered into a credit facility (the "Credit
Facility")  initially  providing  for  an  aggregate  availability of up to $400
million  consisting  of  a  five-year  $200  million  revolving  credit facility
including  a  sub-limit of $40 million for standby letters of credit, and a $200
million five-year term loan.  The Credit Facility bears interest at LIBOR plus a
grid-based margin dependent upon the Company achieving certain financial ratios.
The  amount  outstanding  under the Company's Credit Facility was $210.0 million
with a weighted average interest rate of 3.3% as of June 30, 2002, including the
principal  amount  of the term loan of $87.5 million.  The term loan is required
to  be  repaid  in  quarterly payments of $12.5 million through March 2004.  The
aggregate  availability  under the Credit Facility was $50.0 million at June 30,
2002,  which  is net of $27.5 million of stand-by letters of credit.  The Credit
Facility contains covenants including those that require the Company to maintain
certain  financial ratios, restrict further indebtedness and limit the amount of
dividends  paid.  The two primary ratios are a leverage ratio and a fixed charge
coverage  ratio. Quarterly compliance is calculated using a four quarter rolling
methodology  and  measured  against  certain  targets.

     The  Company is required to maintain the aforementioned financial covenants
under  the Credit Facility as of the end of each fiscal quarter. The Company was
in compliance with these financial covenants as of June 30, 2002; however, there
can  be  no assurance that the Company will be in compliance with one or more of
these  covenants  in future quarters.  The Company continues to evaluate various
financing alternatives as it seeks to optimize the rate, duration and mix of its
debt.


(7)  CONVERTIBLE  TRUST  ISSUED  PREFERRED  SECURITIES
     In  1998,  the Company completed a private placement of 4,400,000 shares at
$25.00  per  share  of  5.25% convertible trust issued preferred securities (the
"Preferred  Securities").  The  Preferred  Securities  prohibit  the  payment of
dividends  on  the  Company's  common  stock  if  quarterly distributions on the
Preferred  Securities  are  not  made.

     In  April  2002, the FASB issued SFAS No. 145, Recission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections.  Among  other  provisions,  the  statement  rescinds  SFAS  No.  4,
Reporting  Gains and Losses from Extinguishment of Debt, which required that all
gains  and  losses  on  extinguishment of debt be classified as an extraordinary
item,  net  of  tax,  on  the  face  of  the income statement.  The statement is
effective  for all fiscal years beginning after May 15, 2002, but may be adopted
earlier.  The  Company  adopted  this  statement  in the third quarter of fiscal
2002,  retroactive  to  October  1,  2001.

     On  June  28, 2002, the Company repurchased 138,800 shares of its Preferred
Securities  for $2.5 million. On March 30, 2002, the Company repurchased 500,000
shares  of  its Preferred Securities for $9.3 million. On December 28, 2001, the
Company  repurchased  637,795  shares  of  the  Preferred  Securities  for $10.0
million.  For  the three and nine months ended June 30, 2002, these transactions
resulted  in  pre-tax  gains  of  $0.9  and $9.2 million, net of writedowns of a
proportionate  share  of  the  related  deferred  finance costs of $0.1 and $0.9
million,  respectively.  Such  gains  were  previously reported as extraordinary
items,  net  of  tax,  in  the  Company's  statement  of  earnings,  but are now
classified  as  a  separate component of other income as a result of adoption of
SFAS  No.  145.  All prior period gains have been reclassified to conform to the
new  presentation. The other provisions of SFAS No. 145 are not expected to have
a  material  effect  on  the  Company's  financial  statements.


(8)  SUPPLEMENTAL  CASH  FLOW  INFORMATION
     Non-cash  transactions  and  cash  paid for interest and taxes for the nine
months  ended  June  30,  2002  and  2001,  were  as  follows  (in  thousands):








                                  Page 11 of 25
<PAGE>
<TABLE>
<CAPTION>

                                                         Nine months ended
                                                              June 30,
<S>                                                      <C>       <C>
                                                           2002      2001
                                                         --------  -------
Non-cash transactions:
    Purchase of real estate and equipment with debt,
      including deferred finance costs                   $17,146   $    --
    Unrealized (gain) loss on fair value of derivatives  $  (225)  $ 1,234

Cash paid for interest                                   $ 9,024   $15,230
Cash paid for income taxes                               $15,492   $24,783
</TABLE>


(9)  DERIVATIVE  FINANCIAL  INSTRUMENTS
     The  Company uses variable rate debt to finance its operations.  These debt
obligations  expose  the  Company  to  variability  in  interest payments due to
changes  in  interest  rates.  If  interest  rates  increase,  interest  expense
increases.  Conversely,  if  interest  rates  decrease,  interest  expense  also
decreases.  Management  believes  it  is prudent to limit the variability of its
interest  payments.

     To meet this objective, the Company enters into various types of derivative
instruments  to  manage  fluctuations in cash flows resulting from interest rate
risk.  These  instruments  include  interest  rate  swaps  and  caps.  Under the
interest  rate  swaps,  the Company receives variable interest rate payments and
makes  fixed  interest  rate  payments,  thereby  creating fixed-rate debt.  The
purchased  interest  rate cap agreements also protect the Company from increases
in  interest  rates  that  would result in increased cash interest payments made
under  its  Credit Facility.  Under the agreements, the Company has the right to
receive  cash  if  interest  rates  increase  above  a  specified  level.

     The  Company  does  not  enter  into derivative instruments for any purpose
other  than  cash flow hedging purposes. That is, the Company does not speculate
using  derivative instruments. The Company assesses interest rate cash flow risk
by  continually  identifying  and  monitoring changes in interest rate exposures
that  may  adversely impact expected future cash flows and by evaluating hedging
opportunities.  The Company maintains risk management control systems to monitor
interest  rate  cash flow risk attributable to both the Company's outstanding or
forecasted debt obligations as well as the Company's offsetting hedge positions.
The  risk  management  control systems involve the use of analytical techniques,
including  cash  flow  sensitivity  analysis, to estimate the expected impact of
changes  in  interest  rates  on  the  Company's  future  cash  flows.

     In  June  1998,  FASB  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments and Hedging Activities. SFAS No. 133 established reporting standards
for derivative instruments, including certain derivative instruments embedded in
other  contracts.  In  June 2000, SFAS No. 138 Accounting for Certain Derivative
Instruments  and  Certain Hedging Activities, an Amendment of FASB Statement No.
133,  was  issued  clarifying  the  accounting  for  derivatives  under  the new
standard.  On  October 1, 2000, the Company prospectively adopted the provisions
of  SFAS  No.  133  and  SFAS  No. 138, which resulted in the recording of a net
transition  loss of $380 thousand, net of related income taxes of $253 thousand,
in  accumulated  other  comprehensive  loss.  Under  SFAS  No.  133, the Company
recognizes  all  derivatives  as  either assets or liabilities, measured at fair
value,  in  the  statement of financial position.  Prior to adoption of SFAS No.
133 and SFAS No. 138, the Company recorded interest rate cap instruments at cost
and  amortized  these  costs  into  interest  expense  over the terms of the cap
agreements.  Amounts  received  under  the  cap agreements were recorded against
interest  expense.  Amounts  paid  or  received  under  the swap agreements were
recorded  as  increases  or decreases to interest expense.  The adoption of SFAS
No.  133 and SFAS No. 138 resulted in the Company reducing derivative instrument
assets  by  $280  thousand  and recording $353 thousand of derivative instrument
liabilities.

     At  June 30, 2002, the Company's derivative financial instruments consisted
of  three  interest  rate  cap agreements with a combined notional amount of $75
million  and  two  interest  rate  swaps  with a combined notional amount of $38
million  that  effectively  convert an equal portion of its debt from a variable
rate to a fixed rate. The derivative financial instruments are reported at their
fair  values,  and  are  included  as  other  assets  and  other  liabilities,
respectively,  on  the  face of the balance sheet. The following table lists the
amortized  cost  and  carrying  value  (fair  value)  of each type of derivative
financial  instrument  (amounts  in  thousands):







                                  Page 12 of 25
<PAGE>
<TABLE>
<CAPTION>

                                      June 30, 2002    September 30, 2001
<S>                                 <C>         <C>     <C>         <C>
                                    Amortized   Fair    Amortized   Fair
                                       Cost     Value      Cost     Value
                                    ----------  ------  ----------  ------
Derivative instrument assets:
     Interest rate caps             $      306  $   16  $      440  $   63

Derivative instrument liabilities:
     Interest rate swaps            $       --  $2,687  $       --  $2,975
</TABLE>

     The  underlying  terms  of  the interest rate swaps and caps, including the
notional  amount,  interest rate index, duration, and reset dates, are identical
to  those  of  the  associated  debt  instruments  and  therefore  the  hedging
relationship  results  in  no  ineffectiveness.  Accordingly,  such  derivative
instruments are classified as cash flow hedges. As such, any changes in the fair
market  value  of  the  derivative instruments are included in accumulated other
comprehensive  loss  on  the  face  of  the  balance  sheet.  Approximately $107
thousand, net of income tax benefit of $72 thousand, is expected to be amortized
to  earnings  in  the  next  twelve  months.

     During  the  three  and  nine  months  ended  June  30,  2002,  the Company
recognized  unrealized (losses) gains of ($275) and $225 thousand, respectively,
net  of  related  income  tax  benefit  (expense)  of  $183 and ($150) thousand,
respectively, in accumulated other comprehensive loss. During the three and nine
months  ended June 30, 2001, the Company recognized unrealized gains (losses) of
$152  and  ($854)  thousand,  respectively,  net of related income tax (expense)
benefit  of  ($101)  and  $569  thousand,  respectively,  in  accumulated  other
comprehensive  loss.  The  Company decreased derivative instrument assets by $26
and  $45 thousand and increased (decreased) derivative instrument liabilities by
$477  and  ($288)  thousand  for  the three and nine months ended June 30, 2002,
respectively.  The Company increased (decreased) derivative instrument assets by
$19  and  ($218)  thousand  and  increased  (decreased)  derivative  instrument
liabilities  by  ($190)  thousand and $1.3 million for the three and nine months
ended  June  30,  2001,  respectively.


(10) REVENUE  RECOGNITION
     The  Company adopted Staff Accounting Bulletin No. 101, Revenue Recognition
in Financial Statements ("SAB 101") during the quarter ended March 31, 2001 as a
change  in  accounting principle retroactive to October 1, 2000. Adoption of SAB
101  required  the  Company  to change the timing of recognition of performance-
based  revenues  on  certain management contracts. The cumulative effect of this
accounting  change  was a loss of $258 thousand, net of tax of $171 thousand, as
of  October  1,  2000.


     In January 2002, the Emerging Issues Task Force ("EITF") released Issue No.
01-14,  Income  Statement  Characterization  of  Reimbursements  Received  for
"Out-of-Pocket"  Expenses  Incurred,  which  the  Company  adopted  in the third
quarter  of fiscal 2002. This pronouncement requires the Company to recognize as
both revenues and expenses, in equal amounts, costs directly reimbursed from its
management  clients.  Previously,  expenses directly reimbursed under management
agreements  were  netted  against  the reimbursement received. Amounts have been
reclassified  to conform to the presentation of these reimbursed expenses in all
prior  periods  presented. Adoption of the pronouncement resulted in an increase
in total revenues and total costs and expenses in equal amounts of $97.4 million
and  $91.0  million  for  the  three  months  ended  June  30,  2002  and  2001,
respectively,  and  $289.7  million and $273.5 million for the nine months ended
June  30,  2002  and 2001, respectively. This accounting change has no impact on
operating  earnings  or  net  earnings.


(11) RECENT  ACCOUNTING  PRONOUNCEMENTS
     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, which supersedes both SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of  and the accounting and reporting provisions of APB Opinion No. 30, Reporting
the  Results  of  Operations-Reporting the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual  and  Infrequently  Occurring Events and
Transactions, for the disposal of a segment of a business (as previously defined
in  that  Opinion).  SFAS No. 144 retains the fundamental provisions in SFAS No.
121  for  recognizing  and measuring impairment losses on long-lived assets held
for  use  and  long-lived  assets  to be disposed of by sale.  SFAS No. 144 also
resolves certain implementation issues associated with SFAS No. 121 by providing
guidance  on  how  a  long-lived asset that is used as part of a group should be
evaluated  for  impairment, establishing criteria for when a long-lived asset is
held  for  sale, and prescribing the accounting for a long-lived asset that will
be disposed of other than by sale.  SFAS No. 144 retains the basic provisions of
Opinion 30 on how to present discontinued operations in the income statement but

                                  Page 13 of 25
<PAGE>
broadens  that  presentation  to include a component of an entity (rather than a
segment  of  a  business).  SFAS  No.  144  does not apply to goodwill.  Rather,
goodwill is evaluated for impairment under SFAS No. 142.  The Company will adopt
SFAS  No.  144  for  the  quarter ending December 31, 2002.  Management does not
expect  such  adoption  to  have  a  material  impact on the Company's financial
statements  because  the  impairment  assessment  under  SFAS No. 144 is largely
unchanged  from  SFAS  No.121.

     In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with  Exit  or Disposal Activities. SFAS No. 146 requires companies to recognize
costs  associated with exit or disposal activities when they are incurred rather
than  at the date of a commitment to an exit or disposal plan. Examples of costs
covered  by  the  standard  include lease termination costs and certain employee
severance  costs  that  are  associated  with  a  restructuring,  discontinued
operation,  plant  closing,  or  other  exit or disposal activity. Statement 146
replaces  EITF  Issue  No.  94-3,  Liability  Recognition  for  Certain Employee
Termination  Benefits  and  Other  Costs  to Exit an Activity (including Certain
Costs  Incurred in a Restructuring). SFAS No. 146 is to be applied prospectively
to  exit  or  disposal  activities initiated after December 31, 2002. Management
does  not  expect  this  statement  to  have  a material impact on the Company's
financial  statements.


(12) COMMITMENTS  AND  CONTINGENCIES
     The Company entered into a partnership agreement effective June 1, 2000, to
operate  certain  locations in Puerto Rico.  The Company is the general partner.
The  partners  entered  into  an option agreement on that date whereby the other
partner  has  the  option to sell its partnership interest to the Company during
the period from May 1, 2003 to November 30, 2003.  If the other partner does not
exercise  its  option,  then  the  Company  has  an option to purchase the other
partner's  interest during the period from May 1, 2004 to October 31, 2004.  The
agreed  upon  purchase  price under both of these options is approximately $14.3
million,  backed  by a letter of credit provided by the Company's chairman.  The
Company believes that it is probable that one of these options will be exercised
and,  accordingly,  has  included  this commitment on its balance sheet in other
liabilities.


(13) COMPREHENSIVE  INCOME
     Comprehensive  income for the three and nine months ended June 30, 2002 and
2001,  was  as  follows  (in  thousands):
<TABLE>
<CAPTION>
                                                      Three months       Nine months
                                                     ended June 30,     ended June 30,
<S>                                                 <C>       <C>     <C>       <C>
                                                      2002     2001     2002      2001
                                                    --------  ------  --------  --------
Net earnings                                        $10,103   $6,737  $38,678   $24,895
Gain (loss) on fair value of derivatives               (275)     152      225    (1,234)
Foreign currency cumulative translation adjustment     (170)       1     (316)      176
                                                    --------  ------  --------  --------
Comprehensive income                                $ 9,658   $6,890  $38,587   $23,837
                                                    ========  ======  ========  ========
</TABLE>


(14) BUSINESS  SEGMENTS
     The  Company  is  managed  based  on  segments  administered by senior vice
presidents.  These  segments  are  generally  organized  geographically,  with
exceptions  depending  on  the  needs  of  specific  regions.  The following are
summaries  of  revenues and operating earnings of each segment for the three and
nine  months  ended  June  30, 2002 and 2001, as well as identifiable assets for
each segment as of June 30, 2002 and 2001.  During fiscal year 2002, the Company
realigned  certain  locations  among  segments.  All prior year segment data has
been  reclassified  to  conform  to  the  new  segment  alignment.
<TABLE>
<CAPTION>
                                 Three months        Nine months
                                ended June 30,      ended June 30,
<S>                           <C>       <C>       <C>       <C>
                                 2002      2001     2002      2001
                              --------  --------  --------  --------
Revenues:
  Segment One                 $ 29,155  $ 27,735  $ 91,191  $ 81,081
  Segment Two                  103,716   110,182   311,213   327,583
  Segment Three                 41,440    40,440   124,661   123,823
  Segment Four                  28,199    25,308    81,347    71,442
  Segment Five                  32,310    34,232    98,650   103,474
  Segment Six                   31,655    30,955    92,116    91,533
  Other                         13,860     1,279    29,577     5,285
                              --------  --------  --------  --------
    Total revenues            $280,335  $270,131  $828,755  $804,221
                              ========  ========  ========  ========

                                  Page 14 of 25
<PAGE>
Operating earnings:
  Segment One                 $    579  $  1,612  $  2,376  $  4,147
  Segment Two                    5,836     2,714    18,172    13,595
  Segment Three                  3,148     2,884    10,593     8,934
  Segment Four                   1,915     1,974     5,653     6,015
  Segment Five                   2,306     2,202     8,168     7,504
  Segment Six                    1,987     2,083     6,033     5,192
  Other                          1,723     2,465    10,234    12,094
                              --------  --------  --------  --------
    Total operating earnings  $ 17,494  $ 15,934  $ 61,229  $ 57,481
                              ========  ========  ========  ========
</TABLE>

<TABLE>
<CAPTION>
                             June 30,
<S>                   <C>         <C>
                          2002      2001
                      ----------  --------
Identifiable assets:
  Segment One         $   17,486  $ 21,811
  Segment Two            376,533   359,586
  Segment Three           37,055    31,746
  Segment Four            35,887    28,736
  Segment Five            24,633    23,037
  Segment Six             41,986    45,865
  Other                  471,676   483,212
                      ----------  --------
    Total assets      $1,005,256  $993,993
                      ==========  ========
</TABLE>


Segment  One  encompasses the western region of the United States and Vancouver,
     BC.

Segment Two encompasses the northeastern United States, including New York City,
     New  Jersey,  Boston  and  Philadelphia.

Segment  Three  encompasses  Texas,  Louisiana,  Ohio and parts of Tennessee and
     Alabama.

Segment  Four  encompasses  Florida,  Puerto  Rico,  Europe,  Central  and South
     America.

Segment  Five encompasses the midwestern region of the United States, as well as
     western  Pennsylvania and western New York. It also includes Canada (except
     Vancouver).

Segment  Six encompasses the southeastern region of the United States, including
     North  and  South  Carolina,  Virginia,  West Virginia and Washington, D.C.

Other  encompasses home office, eliminations, owned real estate, USA Parking and
     certain  partnerships.































                                  Page 15 of 25
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of  Operations
--------------
FORWARD-LOOKING  STATEMENTS  MAY  PROVE  INACCURATE
     This  report  includes  various  forward-looking  statements  regarding the
Company  that  are  subject  to  risks  and  uncertainties,  including,  without
limitation,  the factors set forth below and under the caption "Risk Factors" in
the  Management's  Discussion and Analysis of Financial Condition and Results of
Operations  section  of  the  Company's  annual report on Form 10-K for the year
ended  September  30,  2001.  Forward-looking  statements  include,  but are not
limited  to,  discussions  regarding  the  Company's  operating strategy, growth
strategy,  acquisition  strategy,  cost  savings initiatives, industry, economic
conditions,  financial condition, liquidity and capital resources and results of
operations. Such statements include, but are not limited to, statements preceded
by,  followed  by  or  that  otherwise  include the words "believes," "expects,"
"anticipates,"  "intends,"  "estimates"  or  similar  expressions.  For  those
statements,  the  Company  claims  the  protection  of  the  safe  harbor  for
forward-looking statements contained in the Private Securities Litigation Reform
Act  of  1995.

     The  following  important factors, in addition to those discussed elsewhere
in  this report, and the Company's annual report on Form 10-K for the year ended
September  30, 2001 could affect the future financial results of the Company and
could  cause  actual  results  to  differ  materially  from  those  expressed in
forward-looking  statements  contained  or  incorporated  by  reference  in this
document:

--   ongoing  integration  of  acquisitions, in light of challenges in retaining
     key  employees,  implementing  technology  systems,  synchronizing business
     processes  and  efficiently  integrating  facilities,  marketing,  and
     operations;

--   successful  implementation  of the Company's operating and growth strategy,
     including  possible  strategic  acquisitions;

--   successful  renegotiation and retention of leases and management agreements
     on  terms  favorable  to  the  Company;

--   fluctuations  in operating results caused by a variety of factors including
     the  timing  of  property-related  gains  and losses, preopening costs, the
     effect  of weather on travel and transportation patterns, player strikes or
     other events affecting major league sports, acts of terrorism, restrictions
     imposed  on  travel  and  local,  national  and  international  economic
     conditions;

--   the  ability  of  the  Company to form and maintain strategic relationships
     with  key  real  estate  owners  and  operators;

--   global  and/or  regional  economic  factors

--   compliance  with  laws  and  regulations,  including,  without  limitation,
     environmental,  anti-trust  and consumer protection laws and regulations at
     the  federal,  state  and  international  levels.

OVERVIEW
     The  Company operates parking facilities under three types of arrangements:
leases,  fee  ownership,  and  management  contracts.  As  of June 30, 2002, the
Company  operated  1,780 parking facilities through management contracts, leased
1,894 parking facilities, and owned 212 parking facilities, either independently
or  in  joint ventures with third parties.  Parking revenues consist of revenues
from  leased  and  owned  facilities. Cost of parking relates to both leased and
owned  facilities  and includes rent, payroll and related benefits, depreciation
(if  applicable),  maintenance,  insurance,  and  general  operating  expenses.
Management  contract  and  other revenues consist of management fees (both fixed
and  performance  based)  and  fees  for  ancillary  services such as insurance,
accounting,  equipment leasing, and consulting. The cost of management contracts
includes  insurance  premiums  and  claims  and  other  indirect  overhead.

     Parking  revenues from owned properties amounted to $16.9 million and $18.1
million  for  the  three  months  ended  June  30,  2002 and 2001, respectively,
representing  11.2%  and  11.8%  of  total  parking  revenues for the respective
periods. For the nine months ended June 30, 2002 and 2001, parking revenues from
owned  properties  were  $50.7  million  and  $54.7  million,  respectively,
representing  11.3%  and  12.0%  of  total  parking  revenues for the respective
periods.  Ownership of parking facilities, either independently or through joint
ventures,  typically  requires a larger capital investment and greater risk than
managed or leased facilities, but provides maximum control over the operation of
the  parking  facility  and  the greatest profit potential of the three types of
operating  arrangements.  All  owned  facility  revenues  flow  directly  to the
Company,  and  the Company has the potential to realize benefits of appreciation
in  the  value  of  the  underlying  real  estate  if  the property is sold. The
ownership  of  a parking facility brings the Company complete responsibility for
all  aspects of the property, including all structural, mechanical or electrical
maintenance  or  repairs.
                                  Page 16 of 25
<PAGE>
     Parking  revenues  from  leased  facilities  amounted to $134.7 million and
$136.1  million for the three months ended June 30, 2002 and 2001, respectively,
and  $398.1  million  and $400.1 million for the nine months ended June 30, 2002
and  2001,  respectively.  Parking revenues from leased facilities accounted for
88.8%  and  88.2%  of total parking revenues for the three months ended June 30,
2002  and  2001, respectively, and 88.7% and 88.0% of total parking revenues for
the nine months ended June 30, 2002 and 2001, respectively. The Company's leases
generally  require  the  payment  of  a  fixed amount of rent, regardless of the
profitability of the parking facility. In addition, many leases also require the
payment  of  a  percentage  of  gross revenues above specified threshold levels.
Generally  speaking,  leased facilities require a longer commitment and a larger
capital  investment  to  the  Company  and represent a greater risk than managed
facilities  but  provide  a greater opportunity for long-term growth in revenues
and  profits.  The  cost of parking includes rent, payroll and related benefits,
depreciation,  maintenance, insurance, and general operating expenses. Under its
leases,  the  Company  is  typically  responsible  for all facets of the parking
operations,  including pricing, utilities, and ordinary and routine maintenance,
but  is  generally  not  responsible  for  structural,  mechanical or electrical
maintenance  or  repairs. Lease arrangements are typically for terms of three to
ten years, with a renewal term, and generally provide for increases in base rent
based  on  indices,  such  as  the  Consumer  Price  Index, or on pre-determined
amounts.

     Management  contract and other revenues amounted to $31.3 million and $24.9
million  for  the  three  months ended June 30, 2002 and 2001, respectively, and
$90.2  million  and  $76.0  million  for the nine months ended June 30, 2002 and
2001,  respectively.  The Company's responsibilities under a management contract
as  a facility manager include hiring, training, and staffing parking personnel,
and  providing  collections, accounting, record keeping, insurance, and facility
marketing  services.  In  general,  the  Company  is  not  responsible under its
management  contracts  for  structural, mechanical, or electrical maintenance or
repairs,  or  for  providing  security  or guard services or for paying property
taxes.  In general, management contracts are for terms of one to three years and
are  renewable for successive one-year terms, but are cancelable by the property
owner on short notice. With respect to insurance, the Company's clients have the
option  of  obtaining  liability  insurance  on  their own or having the Company
provide  insurance  as  part  of  the  services  provided  under  the management
contract.  Because  of  the  Company's  size  and  claims experience, management
believes  it  can  purchase  such  insurance  at  lower rates than the Company's
clients can generally obtain on their own. Accordingly, the Company historically
has  generated profits on the insurance provided under its management contracts.

     In  January  2002, the Emerging Issues Task Force released Issue No. 01-14,
Income Statement Characterization of Reimbursements Received for "Out-of-Pocket"
Expenses  Incurred,  which  the  Company  adopted in the third quarter of fiscal
2002.  This pronouncement requires the Company to recognize as both revenues and
expenses,  in  equal  amounts,  costs  directly  reimbursed  from its management
clients.  Previously,  expenses  directly reimbursed under management agreements
were  netted  against the reimbursement received. Amounts have been reclassified
to conform to the presentation of these reimbursed expenses in all prior periods
presented.  Adoption of EITF 01-14 resulted in an increase in total revenues and
total costs and expenses in equal amounts of $97.4 million and $91.0 million for
the  three months ended June 30, 2002 and 2001, respectively, and $289.7 million
and  $273.5  million  for  the  nine  months  ended  June  30,  2002  and  2001,
respectively.  This accounting change has no impact on operating earnings or net
earnings.



CRITICAL  ACCOUNTING  POLICIES
     Management's  Discussion and Analysis of Financial Condition and Results of
Operations  discusses the Company's condensed consolidated financial statements,
which  have  been  prepared  in  accordance with accounting principles generally
accepted  in  the United States of America. Accounting estimates are an integral
part  of the preparation of the financial statements and the financial reporting
process  and  are  based  upon  current  judgments. The preparation of financial
statements  in  conformity  with accounting principles generally accepted in the
United  States requires management to make estimates and assumptions that affect
the  reported  amounts  of  assets  and liabilities and disclosure of contingent
assets  and liabilities at the date of the financial statements and the reported
amounts  of revenues and expenses during the reported period. Certain accounting
estimates  are  particularly  sensitive  because  of  their  complexity  and the
possibility  that  future  events  affecting them may differ materially from the
Company's  current  judgments  and  estimates.

     This  listing  of  critical  accounting  policies  is  not intended to be a
comprehensive  list  of all of the Company's accounting policies. In many cases,
the accounting treatment of a particular transaction is specifically dictated by
accounting  principles  generally accepted in the United States of America, with
no  need  for  management's  judgment  regarding  accounting policy. The Company
believes  that of its significant accounting policies, as discussed in Note 1 of
the consolidated financial statements included in the Company's annual report on
Form  10-K  for  the  year ended September 30, 2001, the following may involve a
higher  degree  of  judgment  and  complexity:

                                  Page 17 of 25
<PAGE>
Impairment  of  Long-Lived  Assets  and  Goodwill
     In  accounting for the Company's long-lived assets, other than goodwill and
other  intangible  assets,  the  Company  applies the provisions of Statement of
Financial  Accounting  Standards ("SFAS") No. 121, Accounting for the Impairment
of  Long-Lived  Assets  and  for Long-Lived Assets to be Disposed of.  Beginning
October  1,  2001, the Company accounts for goodwill and other intangible assets
under the provisions of SFAS No. 142, Goodwill and Other Intangible Assets.  The
determination  and  measurement  of  an  impairment  loss under these accounting
standards  require  the  significant  use  of  judgment  and  estimates.  The
determination  of  fair  value  of  these assets and the timing of an impairment
charge  are  two  critical  components of recognizing an asset impairment charge
that  are  subject  to  the  significant  use of judgment and estimation. Future
events  may  indicate  differences  from  these  judgments  and  estimates.

Contract  and  Lease  Rights
     The  Company  capitalizes  payments made to third parties which provide the
Company  the  right  to  manage or lease facilities. Lease rights and management
contract  rights  which  are  purchased  individually  are  amortized  on  a
straight-line  basis over the terms of the related agreements which range from 5
to  30  years.  Management  contract  rights  acquired through acquisition of an
entity  are  amortized  as  a  group  over  the estimated term of the contracts,
including  anticipated  renewals  and  terminations  based  on  the  Company's
historical  experience  (typically  15  years). If the renewal rate of contracts
within  an  acquired  group  is  less  than  initially  estimated,  accelerated
amortization  or  impairment  may  be  necessary.

Lease  Termination  Costs
     The  Company  has  recognized  lease  termination  costs in accordance with
Emerging  Issues  Task  Force  Issue No. 94-3, Liability Recognition for Certain
Employee  Termination  Benefits  and  Other Costs to Exit an Activity (including
Certain  Costs  Incurred in a Restructuring), in its financial statements. Lease
termination  costs  are  based  upon certain estimates of liabilities related to
costs to exit an activity.  Liability estimates may change as a result of future
events.

Income  Taxes
     The Company uses the asset and liability method of SFAS No. 109, Accounting
for  Income  Taxes, to account for income taxes. Under this method, deferred tax
assets  and  liabilities  are  recognized  for  the  future  tax  consequences
attributable  to differences between the financial statement carrying amounts of
existing  assets  and  liabilities  and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be  recovered  or  settled.  The  Company  has  certain net operating loss carry
forwards which expire between 2002 and 2016. The ability of the Company to fully
utilize  these  net  operating losses to offset taxable income is limited due to
changes  in  ownership  of  the  companies  which  generated these losses. These
limitations  have been considered in the determination of the Company's deferred
tax asset valuation allowance. The valuation allowance has been provided for net
operating  loss  carry  forwards  for  which  recoverability  is  deemed  to  be
uncertain.  The  carrying value of the Company's net deferred tax assets assumes
that  the  Company  will be able to generate sufficient future taxable income in
certain  tax  jurisdictions,  based  on  estimates  and  assumptions.  If  these
estimates  and  related  assumptions  change  in the future, the Company will be
required to adjust its deferred tax valuation allowances resulting in changes to
income  tax  expense  in  the  Company's  financial  statements.

RECENT  ACCOUNTING  PRONOUNCEMENTS
     In  August  2001,  the Financial Accounting Standards Board ("FASB") issued
SFAS  No.  144,  Accounting for the Impairment or Disposal of Long-Lived Assets,
which  supersedes both SFAS No. 121, Accounting for the Impairment of Long-Lived
Assets  and  for  Long-Lived  Assets  to  Be  Disposed Of and the accounting and
reporting  provisions  of  APB  Opinion  No.  30,  Reporting  the  Results  of
Operations-Reporting  the  Effects  of  Disposal of a Segment of a Business, and
Extraordinary,  Unusual  and Infrequently Occurring Events and Transactions, for
the disposal of a segment of a business (as previously defined in that Opinion).
SFAS  No. 144 retains the fundamental provisions in SFAS No. 121 for recognizing
and measuring impairment losses on long-lived assets held for use and long-lived
assets  to  be  disposed  of  by  sale.  SFAS  No.  144  also  resolves  certain
implementation  issues associated with SFAS No. 121 by providing guidance on how
a  long-lived  asset  that  is  used  as part of a group should be evaluated for
impairment,  establishing criteria for when a long-lived asset is held for sale,
and  prescribing  the accounting for a long-lived asset that will be disposed of
other  than  by sale. SFAS No. 144 retains the basic provisions of Opinion 30 on
how to present discontinued operations in the income statement but broadens that
presentation  to  include  a  component of an entity (rather than a segment of a
business).  SFAS  No.  144  does  not  apply  to  goodwill.  Rather, goodwill is
evaluated for impairment under SFAS No. 142. The Company will adopt SFAS No. 144
for  the  quarter  ending  December  31,  2002.  Management does not expect such
adoption to have a material impact on the Company's financial statements because
the  impairment  assessment  under  SFAS  No. 144 is largely unchanged from SFAS
No.121.



                                  Page 18 of 25
<PAGE>
     In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with  Exit  or Disposal Activities. The standard requires companies to recognize
costs  associated with exit or disposal activities when they are incurred rather
than  at the date of a commitment to an exit or disposal plan. Examples of costs
covered  by  the  standard  include lease termination costs and certain employee
severance  costs  that  are  associated  with  a  restructuring,  discontinued
operation,  plant  closing,  or  other  exit or disposal activity.  SFAS No. 146
replaces  EITF  Issue  No.  94-3,  Liability  Recognition  for  Certain Employee
Termination  Benefits  and  Other  Costs  to Exit an Activity (including Certain
Costs Incurred in a Restructuring).  SFAS No. 146 is to be applied prospectively
to  exit  or  disposal  activities initiated after December 31, 2002. Management
does  not  expect  this  statement  to  have  a material impact on the Company's
financial  statements.

RESULTS  OF  OPERATIONS

Three  Months  Ended  June 30, 2002 Compared to Three Months Ended June 30, 2001

     Parking  revenues  for the third quarter of fiscal 2002 decreased to $151.7
million  from  $154.3 million in the third quarter of fiscal 2001, a decrease of
$2.6  million,  or  1.7%.  The  decrease  primarily  resulted from a decrease in
same-store  sales  of  $4.4  million  due  to decreased monthly parking in major
metropolitan  areas  which  management  believes  is  a  result  of  increased
unemployment.  This  decline was partially offset by the USA Parking ("USA") and
Park  One of Louisiana ("Park One") acquisitions.  These acquisitions added $2.2
million  of  parking revenues during the third quarter of fiscal 2002.  Revenues
from  foreign  operations  amounted  to  approximately  $10.3  million and $10.6
million  for  the  quarters  ended  June  30,  2002  and  2001,  respectively.

     Management contract and other revenues for the third quarter of fiscal 2002
increased to $31.3 million from $24.9 million in the same period of fiscal 2001,
an  increase  of  $6.4  million, or 25.8%. The aforementioned acquisitions added
$1.9  million of management contract and other revenues during the third quarter
of  fiscal  2002, with the remainder of the increase resulting from new business
growth  and  increased  fees.

     Cost  of  parking  in the third quarter of 2002 increased to $133.5 million
from  $128.5  million in the third quarter of 2001, an increase of $5.0 million,
or 3.9%. This increase was due primarily to a $2.0 million, or 7.2%, increase in
payroll  expense  due  to  the additions of USA and Park One, and a $1.3 million
increase  in  depreciation and amortization due to the addition of $33.2 million
of  contract  rights  during  the  fiscal year. Rent expense, as a percentage of
parking  revenues,  increased  to  49.9% during the quarter ended June 30, 2002,
from 49.2% in the quarter ended June 30, 2001. Payroll and benefit expenses were
19.4% of parking revenues during the third quarter of fiscal 2002 as compared to
17.8%  in  the  comparable prior year period. Cost of parking as a percentage of
parking  revenues  increased  to  88.0% in the third quarter of fiscal 2002 from
83.3%  in the third quarter of fiscal 2001. The increase is primarily due to the
inability  of  the  Company  to  reduce  the fixed expense component of its cost
structure  to  match  the  lower  parking  revenues.

     Cost  of management contracts in the third quarter of fiscal 2002 increased
to  $12.4  million  from  $11.2  million  in  the  comparable period in 2001, an
increase  of  $1.2  million,  or  10.8%.  The increase in cost was primarily the
result  of  acquisitions  and  increases  in  certain  costs,  including  health
insurance  costs.  Cost  of  management contracts, as a percentage of management
contract  and other revenues, decreased to 39.6% for the third fiscal quarter of
2002  from  45.0%  for  the same period in 2001, due to the increase in revenues
previously  noted  and  better  management  of  certain  costs.

     General  and  administrative  expenses  decreased  to $17.2 million for the
third  quarter  of fiscal 2002 from $17.5 million in the third quarter of fiscal
2001,  a  decrease of $0.3 million, or 1.4%. This decrease is primarily a result
of the Company's process improvement initiatives and is partially offset by $0.8
million  of  additional  general  and administrative expenses due to the USA and
Park One acquisitions during the current fiscal year. General and administrative
expenses,  as  a  percentage  of total revenues, decreased to 6.1% for the third
quarter  of  fiscal  2002 compared to 6.5% for the third quarter of fiscal 2001.

     Goodwill  and non-compete amortization for the third quarter of fiscal 2002
decreased to $0.1 million from $3.0 million in the third quarter of fiscal 2001,
a  decrease  of  $2.9  million.  With the adoption of SFAS No. 142 on October 1,
2001,  the  Company  no  longer  amortizes  goodwill.

     Net  property-related  losses  for  the  three  months  ended June 30, 2002
decreased  to  $2.3  million  from  $3.1 million in the comparable period in the
prior  year.  The Company recognized an impairment charge of $2.6 million during
the  third  quarter of fiscal 2002 related to leasehold improvements and prepaid
rent  at a location in New York City where changes in traffic flow patterns have
resulted  in  a  reduction of revenues from that site. This charge was offset by
$0.3  million  of net gains from routine asset sales during the third quarter of
fiscal  2002.  The  Company's property-related losses for the three months ended
June  30,  2001  were  primarily  comprised  of  a $4.0 million charge for early
termination of an unfavorable lease and $0.2 million for impairment of leasehold
improvements,  offset  by  net  gains  of $1.1 million from routine asset sales.
                                  Page 19 of 25
<PAGE>
     Interest  income declined slightly to $1.3 million for the third quarter of
fiscal 2002 from $1.4 million in the third quarter of fiscal 2001, a decrease of
$0.1  million,  or  6.2%.

     Interest  expense and dividends on Company-obligated mandatorily redeemable
convertible  securities  of a subsidiary trust decreased to $4.2 million for the
third  quarter  of  fiscal 2002 from $5.9 million in the third quarter of fiscal
2001,  a  decrease  of  $1.7  million,  or  28.6%.  This  decrease was primarily
attributable  to the lower amount of overall debt outstanding during the current
quarter,  coupled  with  lower  interest  rates.  The  weighted  average balance
outstanding  for  the  Company's debt obligations and convertible securities was
$355.2  million  during  the  quarter ended June 30, 2002, at a weighted average
interest  rate  of 4.7% compared to $394.6 million during the quarter ended June
30,  2001  at  an  average  interest  rate  of  5.8%.

     In  April  2002, the FASB issued SFAS No. 145, Recission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections.  Among  other  provisions,  the  Statement  rescinds  SFAS  No.  4,
Reporting  Gains and Losses from Extinguishment of Debt, which required that all
gains  and  losses  on  extinguishment of debt be classified as an extraordinary
item, net of tax, on the face of the income statement.  The Company adopted this
Statement  in  the third quarter of fiscal 2002, retroactive to October 1, 2001.
On  June  28,  2002,  the  Company repurchased 138,800 shares of its convertible
trust issued preferred securities (the "Preferred Securities") for $2.5 million.
For  the three months ended June 30, 2002, these transactions resulted in a gain
of  $0.9  million,  net  of  a writedown of a proportionate share of the related
deferred  finance  costs  of $0.1 million.  As a result of adopting SFAS 145 the
net  pre-tax  gain  has been classified as a separate component of other income.
The  other provisions of SFAS No. 145 are not expected to have a material effect
on  the  Company's  financial  statements.

     Income taxes increased to $5.2 million for the third quarter of fiscal 2002
from  $5.0  million  in  the  third  quarter of fiscal 2001, an increase of $0.2
million,  or  4.1%.  The effective tax rate for the third quarter of fiscal 2002
was  31.2%  compared  to  38.9%  for  the third quarter of fiscal 2001. Goodwill
amortization  recognized in previous periods was primarily nondeductible for tax
purposes.  With  the  adoption  of  SFAS No. 142 in October 2001, the Company no
longer  amortizes  goodwill, resulting in a reduction of its effective tax rate.


Nine  Months  Ended  June  30,  2002 Compared to Nine Months Ended June 30, 2001

     Parking  revenues  for  the  first  nine months of fiscal 2002 decreased to
$448.8  million  from  $454.8 million in the first nine months of fiscal 2001, a
decrease of $6.0 million, or 1.3%.  The decrease primarily resulted from a $14.1
million decrease in same-store revenues, which includes a $10.4 million decrease
in  New  York  region  same-store  revenues  caused mainly by the effects of the
September  11,  2001 terrorist attacks and a $3.7 million decrease in same-store
revenues  from  all  other  locations  reflecting  decreases  in monthly parking
activity  stemming  from  higher unemployment rates. This decrease was partially
offset  by  $5.6  million  of  new  parking  revenues  from the USA and Park One
acquisitions.  Revenues  from foreign operations amounted to approximately $29.4
million  and  $28.4  million  for the nine-month periods ended June 30, 2002 and
2001,  respectively.

     Management  contract and other revenues for the first nine months of fiscal
2002  increased to $90.2 million from $76.0 million in the same period of fiscal
2001,  an increase of $14.2 million, or 18.8%. The USA and Park One acquisitions
were responsible for $5.0 million of the increase. The remainder of the increase
is  primarily  attributable  to  new  business  growth  and  increased  fees.

     Cost of parking in the first nine months of fiscal 2002 increased to $391.9
million from $379.2 million in the first nine months of fiscal 2001, an increase
of $12.7 million, or 3.4%. This increase was due primarily to a $3.9 million, or
1.8%,  increase  in  rent  expense  due  to new lease agreements, a $3.7 million
increase  in  depreciation and amortization due to the addition of $33.2 million
of  contract rights since the start of the 2002 fiscal year, and a $3.3 million,
or  4.1%,  increase  in payroll expense due to the addition of USA and Park One.
Rent,  as a percentage of parking revenues, increased to 49.8% in the first nine
months  of  fiscal  2002  from  48.3%  in  the same period of 2001.  Payroll and
benefit  expenses were 18.9% of parking revenues during the first nine months of
fiscal  2002  compared  to  17.9%  in the comparable prior year period.  Cost of
parking,  as  a  percentage of parking revenues, increased to 87.3% in the first
nine  months  of  fiscal 2002 from 83.4% in the first nine months of fiscal 2001
due to the inability of the Company to reduce the fixed expense component of its
cost  structure  to  match  its  lower  parking  revenues.

     Cost  of  management  contracts  for  the  nine  months ended June 30, 2002
increased  to $37.7 million from $31.2 million in the comparable period in 2001,
an  increase  of  $6.5 million, or 21.0%. The increase in cost was primarily the
result  of  acquisitions  and  increases  in  certain costs, including insurance
costs.  Cost of management contracts, as a percentage of management contract and
other  revenues, increased slightly to 41.8% for the first nine months of fiscal
2002  from  41.1% for the same period in 2001, primarily due to rising insurance
costs.
                                  Page 20 of 25
<PAGE>
     General  and  administrative  expenses  increased  to $52.6 million for the
first  nine months of fiscal 2002 from $51.3 million in the first nine months of
2001,  an  increase  of $1.3 million, or 2.5%. This increase is due primarily to
$1.6  million  of  additional general and administrative expenses due to the USA
and  Park One acquisitions, partially offset by results of the Company's process
improvement initiatives. General and administrative expenses, as a percentage of
total  revenues, decreased to 6.3% for the first nine months of fiscal 2002 from
6.4%  for  the  same  period  in  fiscal  2001.

     Goodwill  and non-compete amortization for the nine-month period ended June
30,  2002 decreased to $0.3 million from $9.0 million in the same period in 2001
due  to  the  adoption  of  SFAS  No.  142,  effective  October  1,  2001.

     Net property-related gains for the nine months ended June 30, 2002 amounted
to  $4.7 million compared to net property-related losses of $2.6 million for the
comparable  period  in fiscal 2001. Current year pre-tax gains primarily include
$4.6  million  from  the sale of a property in Houston and $3.9 million from the
sale  of  the  Company's  Civic partnership interest. These gains were offset by
impairment  of  $2.6 million of leasehold improvements and prepaid rent at a New
York  City  location,  and  $1.6  million  of  impairment  charges for condemned
locations. For the same period in fiscal 2001, pre-tax gains on sale of property
of $6.6 million were offset by impairment charges for leasehold improvements and
intangible  assets  totaling  $4.0 million and lease termination charges of $5.2
million.

     Interest  income  declined  to  $4.1  million  for the first nine months of
fiscal  2002  from  $4.3  million  in  the  first  nine  months  of fiscal 2001.

     Interest  expense and dividends on Company-obligated mandatorily redeemable
convertible  securities of a subsidiary trust decreased to $13.3 million for the
first  nine months of fiscal 2002 from $20.1 million in the first nine months of
fiscal  2001,  a  decrease  of $6.8 million, or 34.0%. This decrease in interest
expense  was  primarily  attributable to lower overall outstanding debt balances
coupled  with  lower  interest  rates  during  the period.  The weighted average
balance  outstanding under such credit facilities and convertible securities was
$374.3  million  during the nine-month period ended June 30, 2002, at a weighted
average  interest rate of 4.7% compared to $400.5 million during the same period
ended  June  30,  2001  at  an  average  interest  rate  of  6.5%.

     In  April  2002, the FASB issued SFAS No. 145, Recission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections.  Among  other  provisions,  the  Statement  rescinds  SFAS  No.  4,
Reporting  Gains and Losses from Extinguishment of Debt, which required that all
gains  and  losses  on  extinguishment of debt be classified as an extraordinary
item, net of tax, on the face of the income statement.  The Company adopted this
Statement  in  the third quarter of fiscal 2002, retroactive to October 1, 2001.
On  June  28,  2002,  the  Company  repurchased  138,800 shares of its Preferred
Securities for $2.5 million.  On March 30, 2002, the Company repurchased 500,000
shares  of its Preferred Securities for $9.3 million.  On December 28, 2001, the
Company  repurchased  637,795  shares  of  the  Preferred  Securities  for $10.0
million.  For  the  nine months ended June 30, 2002, these transactions resulted
in  a  pre-tax gain of $9.2 million, net of a writedown of a proportionate share
of  the  related  deferred  finance  costs  of  $0.9  million.  Such  gains were
previously  reported  as  extraordinary  items,  net  of  tax,  in the Company's
statement  of  earnings, but are now classified as a separate component of other
income  as  a  result  of the adoption of SFAS No. 145.  The other provisions of
SFAS  No.  145  are  not  expected  to  have  a material effect on the Company's
financial  statements.

     Income  taxes,  excluding cumulative effect of accounting change, increased
to  $22.2 million for the first nine months of fiscal 2002 from $17.7 million in
the  first  nine  months  of  2001,  an  increase of $4.5 million, or 25.3%. The
effective  tax  rate for the first nine months of fiscal 2002 was 34.4% compared
to  38.6%  for  the  first  nine  months  of  fiscal 2001. Goodwill amortization
recognized  in  previous  periods  was  nondeductible for tax purposes. With the
adoption  of  SFAS  No.  142  in  October  2001, the Company no longer amortizes
goodwill,  resulting  in  a  reduction  of  its  effective  tax  rate.

     The  Company  recognized a loss from the cumulative effect of an accounting
change of $258 thousand, net of tax, during the nine months ended June 30, 2001.
This  loss  resulted  from  the  adoption  of Staff Accounting Bulletin No. 101,
Revenue  Recognition  in  Financial  Statements,  as  of  October  1,  2000.

LIQUIDITY  AND  CAPITAL  RESOURCES
     Operating  activities  for the nine months ended June 30, 2002 provided net
cash  of  $72.3 million, compared to $32.8 million of cash provided by operating
activities  for  the  nine  months  ended  June  30, 2001. Net earnings of $38.7
million  and  depreciation  and  amortization  of  $25.8 million, along with net
decreases  in  operating  assets  and  net  increases  in  operating liabilities
totaling  $19.0  million  were offset by $14.0 million of non-operating gains to
account for the majority of the cash provided by operating activities during the
first  nine  months  of  fiscal  2002.  Net  earnings  of  $24.9  million  and
depreciation  and amortization of $32.6 million, offset by decreases in accounts
payable  and  accrued expenses of $12.5 million and income taxes payable of $6.9

                                  Page 21 of 25
<PAGE>
million  and increases in other assets of $7.1 million, account for the majority
of  the  cash  provided  by operating activities during the first nine months of
fiscal  2001.

     Investing  activities for the nine months ended June 30, 2002 used net cash
of  $22.6  million,  compared  to  $0.8 million for the same period in the prior
year.  Acquisitions  of $17.7 million, purchases of contract and lease rights of
$18.8  million  and capital expenditures of $19.8 million, offset by proceeds of
$34.1  million from the disposition of assets, accounted for the majority of the
cash  used  by  investing  activities  in  the first nine months of fiscal 2002.
Proceeds of $21.3 million from the disposition of property and equipment, offset
by  the  purchase  of  property, equipment, leasehold improvements, and contract
rights  of  $24.6 million account for the majority of the cash used by investing
activities  in  the  first  nine  months  of  fiscal  2001.

     Financing  activities for the nine months ended June 30, 2002 used net cash
of $56.6 million compared to $40.5 million in the same period in the prior year.
Principal  repayments  on  long-term debt and capital lease obligations of $41.5
million  and  repurchase of Preferred Securities of $21.8 million, offset by net
borrowings  under  the  revolving  credit  agreement of $9.5 million comprised a
majority of the cash used by financing activities for the nine months ended June
30,  2002.  Principal repayments on long-term debt and capital lease obligations
of  $42.5 million and the repurchase of $10.9 million of common stock, offset by
net  borrowings under the revolving credit facility of $16.1 million account for
the  majority  of  the  cash used by financing activities during the nine months
ended  June  30,  2001.

     In  March  1999,  the  Company  entered into a credit facility (the "Credit
Facility")  initially  providing  for  an  aggregate  availability of up to $400
million  consisting  of  a  five-year  $200  million  revolving  credit facility
including  a  sub-limit of $40 million for standby letters of credit, and a $200
million five-year term loan.  The Credit Facility bears interest at LIBOR plus a
grid-based margin dependent upon the Company achieving certain financial ratios.
The  amount  outstanding  under the Company's Credit Facility was $210.0 million
with a weighted average interest rate of 3.3% as of June 30, 2002, including the
principal  amount  of the term loan of $87.5 million.  The term loan is required
to  be  repaid  in  quarterly payments of $12.5 million through March 2004.  The
aggregate  availability  under the Credit Facility was $50.0 million at June 30,
2002,  which  is net of $27.5 million of stand-by letters of credit.  The Credit
Facility contains covenants including those that require the Company to maintain
certain  financial ratios, restrict further indebtedness and limit the amount of
dividends  paid.  The two primary ratios are a leverage ratio and a fixed charge
coverage  ratio. Quarterly compliance is calculated using a four quarter rolling
methodology  and  measured  against  certain  targets.

     The  Company is required to maintain the aforementioned financial covenants
under  the Credit Facility as of the end of each fiscal quarter. The Company was
in compliance with these financial covenants as of June 30, 2002; however, there
can  be  no assurance that the Company will be in compliance with one or more of
these  covenants  in future quarters.  The Company continues to evaluate various
financing alternatives as it seeks to optimize the rate, duration and mix of its
debt.

     If the Company identifies investment opportunities requiring cash in excess
of  the  Company's  cash  flows  and  the  Credit Facility, the Company may seek
additional  sources  of capital, including seeking to further amend the existing
credit  facility  to  obtain  additional indebtedness. The Allright Registration
Rights  Agreement, as noted under the caption "Risk Factors" in the Management's
Discussion and Analysis of Financial Condition and Results of Operations section
of  the  Company's  annual  report on Form 10-K for the year ended September 30,
2001,  provided  certain limitations and restrictions upon the Company's ability
to issue new shares of the Company's common stock. Although certain shareholders
continue  to  have  rights  to  register  shares under the Allright Registration
Rights  Agreement, the restrictions in the agreement on the Company's ability to
issue  new  shares  of  the  Company's  common  stock  expired in February 2002.

     Depending  on  the timing and magnitude of the Company's future investments
(either  in  the  form  of  leased  or  purchased properties, joint ventures, or
acquisitions),  the  working capital necessary to satisfy current obligations is
anticipated  to  be  generated  from  operations  and  from the Company's Credit
Facility  over  the  next  twelve  months.


Future  Cash  Commitments
     On  January  18,  2000,  the  Company's  board  of directors authorized the
repurchase  of  up to $50 million in outstanding shares of the Company's capital
stock.  The  Company's bank lenders subsequently approved the repurchase program
on February 14, 2000.  Subject to availability, the repurchases may be made from
time  to  time in open market transactions or in privately negotiated off-market
transactions at prevailing market prices that the Company deems appropriate.  As
of June 30, 2002, the Company had repurchased 1.6 million shares of common stock
at a total cost of $28.0 million (average cost of $17.74 per share).  As of June
30,  2002,  the  Company  had  repurchased  1.3  million shares of the Preferred
Securities  at  a  total  cost  of  $21.8  million, thereby reducing debt with a
carrying  value  of  $31.9  million.
                                  Page 22 of 25
<PAGE>
     The  Company  routinely  makes  capital expenditures to maintain or enhance
parking  facilities  under its control. The Company expects capital expenditures
for fiscal 2002 to be approximately $26 to $28 million, of which the Company has
spent  $19.8  million  during  the  first  nine  months  of  fiscal  2002.


Item  3.  Quantitative  and  Qualitative  Disclosure  about  Market  Risk
-------------------------------------------------------------------------
Interest  Rates
     The  Company's  primary  exposure  to  market  risk  consists of changes in
interest rates on variable rate borrowings. As of June 30, 2002, the Company had
$210.0  million  of  variable  rate  debt  outstanding under the Credit Facility
priced at LIBOR plus 87.5 basis points. Of this amount, $87.5 million is payable
in  quarterly  installments  of  $12.5  million  and $122.5 million in revolving
credit loans are due in March 2004. The Company anticipates paying the scheduled
quarterly  payments out of operating cash flow and, if necessary, will renew the
revolving  credit  facility.

     The  Company  is  required under the Credit Facility to enter into interest
rate protection agreements designed to limit the Company's exposure to increases
in  interest rates. As of June 30, 2002, interest rate protection agreements had
been purchased to hedge $100 million of the Company's variable rate debt related
to  its  Credit  Facility.  These instruments were comprised of an interest rate
swap  agreement under which the Company pays to the counterparty a fixed rate of
6.16%  and  receives  a  variable  rate  equal  to LIBOR, and three separate $25
million  interest  rate cap agreements with rates of 8.0%, 8.0% and 8.5%. All of
these  derivative instruments have terms consistent with the terms of the Credit
Facility  and  are  accounted  for  as  cash  flow  hedges.

     The weighted average interest rate on the Company's Credit Facility at June
30,  2002  was  3.3%.  An  increase (decrease) in LIBOR of 1% would result in an
increase  (decrease)  of  annual  interest  expense of $1.9 million based on the
Company's  outstanding  Credit  Facility  balance  of $210.0 million at June 30,
2002,  less  $25.0  million which is effectively fixed by the interest rate swap
agreement.  Additional  increases  (decreases)  in  LIBOR  would  result  in
proportionate  increases  (decreases)  in  interest expense until LIBOR exceeded
8.0%  and  8.5%, at which point an additional $50.0 million and $25.0 million of
the  balance,  respectively, would be fixed by the interest rate cap agreements.

     In March 2000, a limited liability company of which the Company is the sole
shareholder,  purchased a parking structure for $19.6 million and financed $13.3
million  with a five-year note bearing interest at one-month floating LIBOR plus
162.5  basis  points.  To  fix  the  interest  rate,  the Company entered into a
five-year  LIBOR  swap,  yielding  an  effective  interest cost of 8.91% for the
five-year  period.  The  notional  amount  of the swap is reduced in conjunction
with  the  principal  payments  on  the  related  variable  rate  debt.

Foreign  Currency  Risk
     The  Company's  exposure  to  foreign exchange risk is minimal. All foreign
investments are denominated in U.S. dollars, with the exception of Canada. As of
June  30,  2002, the Company has approximately GBP 1.0 million (USD 1.6 million)
of cash denominated in British Pounds, IEP 0.9 million (USD 1.1 million) of cash
denominated  in  Irish  Pounds,  GRD  337.2  million  (USD  1.0 million) of cash
denominated  in  Greek  Drachmas,  CAD  1.2  million  (USD  0.8 million) of cash
denominated  in  Canadian  dollars  and  USD  0.9 million of cash denominated in
various  other  foreign  currencies. The company has no foreign-denominated debt
instruments  at June 30, 2002. The Company does not hold any hedging instruments
related  to foreign currency transactions. The Company monitors foreign currency
positions and may enter into certain hedging instruments in the future should it
determine  that  exposure  to  foreign  exchange  risk  has  increased.

PART  II  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings
--------  ------------------
     The  ownership  of property and provision of services to the public entails
an  inherent  risk  of  liability.  Although  the  Company is engaged in routine
litigation incidental to its business, there is no legal proceeding to which the
Company  is  a  party, which, in the opinion of management, will have a material
adverse effect upon the Company's financial condition, results of operations, or
liquidity.  The  Company  carries  liability  insurance against certain types of
claims  that management believes meets industry standards; however, there can be
no  assurance  that  any  future  legal  proceedings  (including  any judgments,
settlements  or  costs) will not have a material adverse effect on the Company's
financial  condition,  liquidity  or  results  of  operations.

     In  connection with the merger of Allright Holdings, Inc. with a subsidiary
of  the  Company,  the  Antitrust  Division  of  the United States Department of
Justice  (the "Antitrust Division") filed a complaint in U.S. District Court for
the  District of Columbia seeking to enjoin the merger on antitrust grounds.  In
addition, the Company received notices from several states, including Tennessee,
Texas,  Illinois  and  Maryland, that the attorneys general of those states were
reviewing  the  merger  from  an antitrust perspective.  Several of these states
also  requested certain information relating to the merger and the operations of
Central  Parking  and  Allright  in  the  form  of  civil investigative demands.
                                  Page 23 of 25
<PAGE>
     Central  Parking  and Allright entered into a settlement agreement with the
Antitrust  Division  on March 16, 1999, under which the two companies divested a
total  of  74 parking facilities in 18 cities, representing approximately 18,000
parking  spaces.  None  of  the  states  that  reviewed  the transaction from an
antitrust  perspective  became  a  party  to  the  settlement agreement with the
Antitrust  Division.  The settlement agreement provides that Central Parking and
Allright  may  not  operate  any  of the divested facilities for a period of two
years  following  the  divestiture  of  such  facility.


Item  6.     Exhibits  and  Reports  on  Form  8-K
-------      -------------------------------------

(a)  Exhibits

     99.1 Certification  pursuant  to 18 U.S.C. Section 1350 as adopted pursuant
          to  Section  906  of the Sarbanes-Oxley Act of 2002 -- Chief Executive
          Officer  (filed  herewith)


     99.2 Certification  pursuant  to 18 U.S.C. Section 1350 as adopted pursuant
          to  Section  906  of the Sarbanes-Oxley Act of 2002 -- Chief Financial
          Officer  (filed  herewith)



(b)  Reports  on  Form  8-K

     On  April  30,  2002,  the  Company  filed  a  current  report  on Form 8-K
announcing  its  results for the quarter ended March 31, 2002, incorporating the
text  of  a  press  release  dated  April  29,  2002.


                                   SIGNATURES

Pursuant  to  the  requirements  of the Securities and Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  party  duly  authorized.

                                                CENTRAL  PARKING  CORPORATION
Date:  August  14,  2002                      By: /s/  Hiram  A.  Cox
                                                  ---------------------
                                                  Hiram  A.  Cox
                                                  Senior  Vice  President
                                                   and Chief Financial Officer








































                                  Page 24 of 25
<PAGE>
Exhibit  99.1

                Certification Pursuant to 18 U.S.C. Section 1350
      As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report  on  Form  10-Q for Central Parking Corporation ("Issuer") for the period
ending  June  30,  2002, as filed with the Securities and Exchange Commission on
the  date  hereof  (the  "Report"):

     (a)  fully  complies with the requirements of section 13(a) or 15(d) of the
          Securities  Exchange  Act  of  1934;  and

     (b)  the  information  contained  in  the  Report  fairly  presents, in all
          material  respects,  the financial condition and results of operations
          of  the  Issuer.

This  Certification  is  executed  as  of  August  14,  2002.

                                            /s/  William  J.  Vareschi,  Jr.
                                            --------------------------------
                                                 William  J.  Vareschi,  Jr.
                                                 Vice Chairman
                                                   and Chief Executive Officer


Exhibit  99.2

                Certification Pursuant to 18 U.S.C. Section 1350
      As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report  on  Form  10-Q for Central Parking Corporation ("Issuer") for the period
ending  June  30,  2002, as filed with the Securities and Exchange Commission on
the  date  hereof  (the  "Report"):


     (a)  fully  complies with the requirements of section 13(a) or 15(d) of the
          Securities  Exchange  Act  of  1934;  and

     (b)  the  information  contained  in  the  Report  fairly  presents, in all
          material  respects,  the financial condition and results of operations
          of  the  Issuer.

This  Certification  is  executed  as  of  August  14,  2002.

                                            /s/  Hiram  A.  Cox
                                            -------------------
                                                 Hiram  A.  Cox
                                                 Senior Vice President
                                                   and Chief Financial Officer
































                                  Page 25 of 25
<PAGE>