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 December 31, 2001

                        Commission file number 001-13950



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


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

  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



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.


            Class                           Outstanding at February 12, 2002
 -----------------------------              --------------------------------
 Common Stock, $0.01 par value                      35,758,789


<PAGE>


                                      INDEX

                           CENTRAL PARKING CORPORATION


PART  I.     FINANCIAL  INFORMATION     PAGE
-------      ----------------------     ----

Item  1.     Financial  Statements  (Unaudited)

     Consolidated  balance  sheets
     ---December  31,  2001  and  September  30,  2001                         3

     Consolidated  statements  of  earnings
     ---  three  months  ended  December  31,  2001  and  2000                 4

     Consolidated  statements  of  cash  flows
     ---  three  months  ended  December  31,  2001  and  2000                 5

     Notes  to  consolidated  financial  statements                            6

Item  2.     Management's  Discussion  and  Analysis  of  Financial
     Condition  and  Results  of  Operations                                  15

Item  3.     Quantitative  and Qualitative Disclosure about Market Risk       19

PART  2.     OTHER  INFORMATION
-------      -------------------

Item  1.     Legal  Proceedings                                               20

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders      20

Item  6.     Exhibits  and  Reports  on  Form  8-K                            21


     SIGNATURES                                                               26
     ----------


<PAGE>
Item  1.  Financial  Statements
-------------------------------
                           CENTRAL PARKING CORPORATION
                           Consolidated Balance Sheets
                                  Unaudited

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


<S>                                                                              <C>             <C>
                                                                                 December 31,    September 30,
                                                                                     2001             2001
ASSETS
Current assets:
 Cash and cash equivalents                                                       $      43,770   $       41,849
 Management accounts receivable                                                         38,815           32,613
 Accounts receivable - other                                                            15,369           16,149
 Current portion of notes receivable (including amounts due from partnerships,
 joint ventures and unconsolidated subsidiaries of $7,528 at December 31, 2001
        and $4,304 at September 30, 2001)                                               10,182            6,836
 Prepaid rent                                                                            2,269            1,479
 Prepaid other expenses                                                                  9,647            5,460
 Deferred income taxes                                                                     259              259
                                                                                 --------------  ---------------
   Total current assets                                                                120,311          104,645
Investments, at amortized cost (fair value of $6,105 at December 31,
 and $6,215 at September 30, 2001)                                                       6,129            6,035
Notes receivable, less current portion                                                  43,035           42,931
Property, equipment, and leasehold improvements, net                                   410,059          415,405
Contracts and lease rights, net                                                         97,155           88,094
Goodwill, net                                                                          251,477          250,630
Investment in and advances to partnerships, joint ventures
    and unconsolidated subsidiaries                                                     28,933           30,704
Other assets                                                                            50,192           48,437
                                                                                 --------------  ---------------
 Total Assets                                                                    $   1,007,291   $      986,881
                                                                                 ==============  ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Current portion of long-term debt and capital lease obligations                 $      53,517   $       53,337
 Accounts payable                                                                       92,605           77,887
 Accrued payroll and related costs                                                      11,894           12,616
 Accrued expenses                                                                       12,760           12,381
 Management accounts payable                                                            20,801           20,541
 Income taxes payable                                                                   14,396            7,134
                                                                                 --------------  ---------------
 Total current liabilities                                                             205,973          183,896
Long-term debt and capital lease obligations, less current portion                     208,475          208,885
Deferred rent                                                                           22,473           22,310
Deferred compensation                                                                   12,486           12,330
Deferred income taxes                                                                   16,797           15,757
Minority interest                                                                       29,436           31,121
Other liabilities                                                                       21,255           21,136
                                                                                 --------------  ---------------
 Total liabilities                                                                     516,895          495,435
                                                                                 --------------  ---------------

Company-obligated mandatorily redeemable convertible securities of
 subsidiary holding solely parent debentures                                            94,055          110,000

Shareholders' equity:
 Common stock, $0.01 par value; 50,000,000 shares authorized,  35,757,050
 and 35,791,550 shares issued and outstanding at December 31, and
 September 30, 2001, respectively                                                          358              358
 Additional paid-in capital                                                            237,983          238,464
 Accumulated other comprehensive loss, net                                              (1,751)          (1,979)
 Retained earnings                                                                     160,456          145,308
 Shares held in trust                                                                     (705)            (705)
                                                                                 --------------  ---------------
 Total shareholders' equity                                                            396,341          381,446
                                                                                 --------------  ---------------
 Total Liabilities and Shareholders' Equity                                      $   1,007,291   $      986,881
                                                                                 ==============  ===============
</TABLE>


See  accompanying  notes  to  consolidated  financial  statements

<PAGE>
                           CENTRAL PARKING CORPORATION
                       Consolidated Statements of Earnings
                                    Unaudited

Amounts  in  thousands,  except  per  share  data
<TABLE>
<CAPTION>
                                                                                Three months ended
                                                                                    December 31,
<S>                                                                             <C>        <C>
                                                                                  2001       2000
                                                                                  ----       ----
Revenues:
 Parking                                                                        $147,372   $151,677
 Management contract                                                              29,579     25,888
                                                                                ---------  ---------
   Total revenues                                                                176,951    177,565
                                                                                ---------  ---------

Costs and expenses:
 Cost of parking                                                                 127,970    123,965
 Cost of management contracts                                                     12,009     10,222
 General and administrative                                                       17,991     17,728
 Goodwill and non-compete amortization                                               118      3,001
                                                                                ---------  ---------
   Total costs and expenses                                                      158,088    154,916
                                                                                ---------  ---------

Property-related gains, net                                                        4,008      2,777
                                                                                ---------  ---------

 Operating earnings                                                               22,871     25,426

Other income (expenses):
 Interest income                                                                   1,352      1,554
 Interest expense                                                                 (3,258)    (5,941)
 Dividends on Company-obligated mandatorily redeemable
   convertible securities of a subsidiary trust                                   (1,471)    (1,472)
 Equity in partnership and joint venture earnings                                  1,388      1,114
                                                                                ---------  ---------

Earnings before income taxes, minority interest, extraordinary item
 and cumulative effect of accounting change                                       20,882     20,681

Income tax expense                                                                 7,239      8,212
                                                                                ---------  ---------
Earnings before minority interest, extraordinary item
 and cumulative effect of accounting change                                       13,643     12,469
Minority interest in earnings of consolidated subsidiaries, net of tax            (1,271)      (788)
                                                                                ---------  ---------
Earnings before extraordinary item and cumulative effect of accounting change     12,372     11,681
Extraordinary item, net of tax                                                     3,312         --
Cumulative effect of accounting change, net of tax                                    --       (258)
                                                                                ---------  ---------

Net earnings                                                                    $ 15,684   $ 11,423
                                                                                =========  =========



Basic earnings per share:
 Earnings before extraordinary item and cumulative effect of accounting change  $   0.35   $   0.32
 Extraordinary item, net of tax                                                     0.09         --
 Cumulative effect of accounting change, net of tax                                   --      (0.01)
                                                                                ---------  ---------
   Net earnings                                                                 $   0.44   $   0.32
                                                                                =========  =========

Diluted earnings per share:
 Earnings before extraordinary item and cumulative effect of accounting change  $   0.34   $   0.32
 Extraordinary item, net of tax                                                     0.09         --
 Cumulative effect of accounting change, net of tax                                   --      (0.01)
                                                                                ---------  ---------
   Net earnings                                                                 $   0.44   $   0.31
                                                                                =========  =========

</TABLE>


See  accompanying  notes  to  consolidated  financial  statements.

<PAGE>
                           CENTRAL PARKING CORPORATION
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>


                                                                                                         Three months ended
                                                                                                             December 31,
<S>                                                                                                      <C>        <C>
                                                                                                            2001       2000
                                                                                                            ----       ----
Cash flows from operating activities:
 Net earnings                                                                                            $ 15,684   $ 11,423
 Adjustments to reconcile net earnings to net cash provided by operating activities:
   Depreciation and amortization of property                                                                5,751      5,221
   Amortization of goodwill and non-compete agreements                                                        118      3,001
   Amortization of contract and lease rights, deferred rent, deferred financing fees and other              2,865      3,142
   Equity in partnership and joint venture earnings                                                        (1,388)    (1,114)
   Distributions from partnerships and joint ventures                                                       2,019      1,914
   Net gains on property-related activities                                                                (4,008)    (2,777)
   Gain on sale of trust issued preferred securities, net of tax                                           (3,312)        --
   Deferred income tax (benefit) expense                                                                      888       (284)
   Minority interest                                                                                        1,271        788
 Changes in operating assets and liabilities:
   Management accounts receivable                                                                          (3,978)      (939)
   Accounts receivable - other                                                                              1,337     (1,571)
   Prepaid rent                                                                                              (790)     1,314
   Prepaid expenses                                                                                        (4,187)    (2,535)
   Other assets                                                                                              (769)    (1,349)
   Accounts payable, accrued expenses and deferred compensation                                            11,506     (4,809)
   Management accounts payable                                                                                260     (2,870)
   Income taxes payable                                                                                     5,028      4,823
                                                                                                         ---------  ---------
 Net cash provided by operating activities                                                                 28,295     13,378
                                                                                                         ---------  ---------
Cash flows from investing activities:
 Proceeds from disposition of property and equipment                                                       15,009     15,029
 Investment in notes receivable                                                                            (3,516)    (1,833)
 Repayments of notes receivable                                                                               305      2,970
 Purchase of property, equipment and leasehold improvements                                                (6,082)    (7,515)
 Purchase of contract and lease rights                                                                     (4,040)      (530)
 Investments in and advances to partnerships, joint ventures and unconsolidated subsidiaries                  (86)      (624)
 Repayments of capital and principal from partnerships, joint ventures and unconsolidated subsidiaries        266        303
 Acquisitions, net of cash acquired                                                                       (12,264)        --
 Proceeds from maturities and calls of investments                                                            152         55
 Purchase of investments                                                                                     (246)      (143)
                                                                                                         ---------  ---------
 Net cash (used) provided by investing activities                                                         (10,502)     7,712
                                                                                                         ---------  ---------
Cash flows from financing activities:
 Dividends paid                                                                                              (539)      (545)
 Net borrowings (repayments) under revolving credit agreement, net of issuance costs                       12,500        550
 Payment to minority interest partners                                                                     (3,107)    (3,300)
 Principal repayments on notes payable and capital lease obligations                                      (14,245)   (15,652)
 Repurchase of common stock                                                                                  (488)    (6,291)
 Repurchase of mandatorily redeemable securities                                                          (10,000)        --
 Proceeds from issuance of common stock and exercise of stock options, net                                      7         84
                                                                                                         ---------  ---------
 Net cash used by financing activities                                                                    (15,872)   (25,154)
                                                                                                         ---------  ---------
Foreign currency translation                                                                                   --         (9)
                                                                                                         ---------  ---------
 Net increase (decrease) in cash and cash equivalents                                                       1,921     (4,073)
Cash and cash equivalents at beginning of period                                                           41,849     43,214
                                                                                                         ---------  ---------
Cash and cash equivalents at end of period                                                               $ 43,770   $ 39,141
                                                                                                         =========  =========

Non-cash transactions:
    Issuance of restricted stock                                                                         $     25   $     12
    Purchase of equipment with capital lease                                                             $    396   $     --
    Unrealized loss (gain) on fair value of derivatives                                                  $   (228)  $    515

Effects of acquisitions:
    Estimated fair value of tangible assets acquired                                                     $  4,883   $     --
    Estimated fair value of intangible assets acquired                                                      8,750
    Purchase price in excess of net assets acquired (goodwill)                                                748         --
    Estimated fair value of liabilities assumed                                                            (2,117)        --
                                                                                                         ---------  ---------
    Net cash paid for acquisitions                                                                       $ 12,264   $     --
                                                                                                         =========  =========

Supplemental cash flow information:
 Cash paid for interest                                                                                  $  3,011   $  5,421
 Cash paid for income taxes                                                                              $  1,300   $  3,336
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.
<PAGE>
                           CENTRAL PARKING CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

BASIS  OF  PRESENTATION
<PAGE>
      The accompanying  unaudited  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 with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly,  they  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
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 months ended December 31, 2001
are  not  necessarily  indicative  of  the  results that may be expected for the
fiscal  year  ending  September  30, 2002. For further information, refer to 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.

BUSINESS  COMBINATIONS
     The  Company  completed  the  acquisitions described below during the three
months  ended  December  31,  2001.  Each  acquisition  was financed through the
Company's  existing  Credit  Facility  and  was  accounted  for  as  a purchase.

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):
<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 at that
time.  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  purchase  price  of up to $2.3 million based on earnings for the
twelve  months ended March 31, 2004.  The incentive provision is not conditional
upon  employment.   Any  amounts paid under this provision will be classified as
goodwill.

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 $590
thousand,  which  is  not deductible for tax purposes.  This acquisition enables
the  Company  to  enter  into  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  $158,000,  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.


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 resulted in the
issuance of common stock, or if restricted shares of common stock were to become
fully  vested,  that  then  shared  in  the  earnings  of  the  entity.

The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>

                                                             Three months ended
                                            December 31, 2001                    December 31, 2000
                                            -----------------                    ------------------
<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
  extraordinary item and cumulative
  effect of accounting change . . . .  $   12,372   35,754  $     0.35   $    11,681   36,012  $     0.32

Effect of dilutive stock and options:
    Stock option plan and warrants. .          --      251       (0.01)           --      112          --
    Restricted stock plan . . . . . .          --       --          --            --      185          --
                                       ----------  -------  -----------  -----------  -------  ----------

Diluted earnings per share before
  extraordinary item and cumulative
  effect of accounting change . . . .  $   12,372   36,005  $     0.34   $    11,681   36,309  $     0.32
                                       ==========  =======  ===========  ===========  =======  ==========
</TABLE>


     Weighted  average  common shares used for the computation of basic earnings
per  share  excludes  certain  common  shares  issued  pursuant to the Company's
restricted  stock  plan, because under the related agreements the holder of such
restricted  stock  may  forfeit  the  shares  if  certain  employment or service
requirements  are  not  met.

     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  December  31,  2001  and  2000,  such
securities were convertible into 1,710,093 and 2,000,000 shares of common stock,
respectively.  For the three months ended December 31, 2001 and 2000, options to
purchase  1,811,765  and  1,884,797  shares, respectively, are excluded from the
diluted  common  shares  since  they  are  anti-dilutive.


PROPERTY-RELATED  GAINS,  NET
     The  Company routinely disposes of owned properties due to various factors,
including  economic  considerations,  unsolicited  offers from third parties 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  months  ended  December  31,  2001  and  2000  is  as  follows:
<TABLE>
<CAPTION>

                                                                                 Three months ended
                                                                                    December 31,
<S>                                                                               <C>      <C>
                                                                                    2001      2000
                                                                                  -------  --------
Net gains on sale of property                                                     $4,960   $ 5,515
Impairment charges for property, equipment and leasehold improvements                (56)     (715)
Impairment charges for contract rights, lease rights and other intangible assets    (896)     (492)
Lease termination costs                                                               --    (1,531)
                                                                                  -------  --------
Total property-related gains, net                                                 $4,008   $ 2,777
                                                                                  =======  ========
</TABLE>


     The  Company  recognized $ 5.0 million of gains on sales of property during
the  three  months ended December 31, 2001, primarily from the condemnation of a
property  in Houston, Texas.  The Company also wrote off contract rights of $0.9
million  for  locations  in  Houston  and  Fort  Worth,  Texas,  and  San Diego,
California  that  are  no  longer  operated  by  the  Company.

     The  Company  recorded  impairment charges totaling $1.2 million during the
quarter  ended  December 31, 2000. Of this amount, $0.7 million was attributable
to  a  property  where  the  operating lease agreement was amended such that the
carrying  value  of  the  leasehold  improvements  was  no longer supportable by
projected  future  cash  flows,  which were based on actual operating cash flows
projected  over the remaining term of the related lease agreement. The remaining
$0.5  million  of  the  charge  reflects a reduction in certain Allright-related
intangible  assets  which  are  no  longer  of  any  value  to  the  Company.

     Impaired  assets  in  both  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 such projected future cash flows exceed the
carrying  value  of  the  asset,  the asset is considered to be impaired and the
carrying  value  is  written  down  to  its  net  realizable  value.


GOODWILL  AND  INTANGIBLE  ASSETS
     In July 2001, the FASB issued 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  tested  for impairment at least annually in accordance
with the provisions of SFAS No. 142.  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  as  of  October  1, 2001.  The Company has elected this early adoption.
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.  In addition, to the
extent  an  intangible  asset is identified as having an indefinite useful life,
the Company must test the intangible asset for impairment in accordance with the
provisions of SFAS No. 142.  Any impairment loss would be measured as of October
1,  2001,  the  date  of  adoption, and recognized as the cumulative effect of a
change  in  accounting  principle in the quarter ended December 31, 2001.  As of
December  31,  2001,  the  Company has not identified any intangible assets with
indefinite  useful  lives,  other  than  goodwill.

     In  connection  with  the transitional goodwill impairment evaluation, SFAS
No. 142 will 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 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.

     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
months ended December 31, 2001 and 2000 are as follows (in thousands, except per
share  data):
<TABLE>
<CAPTION>

                                         For the three months
                                          ended December 31,
<S>                                          <C>      <C>
                                               2001     2000
                                             -------  -------
Reported net earnings                        $15,684  $11,423
Add back: Goodwill amortization, net of tax       --    2,706
                                             -------  -------
Pro forma net earnings                       $15,684  $14,129
                                             =======  =======

Basic earnings per share:
  Reported net earnings                      $  0.44  $  0.32
  Goodwill amortization                      $    --  $  0.07
                                             -------  -------
  Pro forma net earnings                     $  0.44  $  0.39
                                             =======  =======

Diluted earnings per share:
  Reported net earnings                      $  0.44  $  0.31
  Goodwill amortization                      $    --  $  0.07
                                             -------  -------
  Pro forma net earnings                     $  0.44  $  0.38
                                             =======  =======
</TABLE>


     As  of  December  31, 2001, the Company had the following intangible assets
(in  thousands):
<TABLE>
<CAPTION>

<S>                          <C>        <C>            <C>
                              Gross
                             Carrying   Accumulated
                              Amount    Amortization     Net
                             ---------  -------------  -------
Amortized intangible assets
  Contract and lease rights  $ 129,372  $      32,217  $97,155
  Noncompete agreements          2,575          1,899      676
                             ---------  -------------  -------
      Total                  $ 131,947  $      34,116  $97,831
                             =========  =============  =======
</TABLE>


     Amortization  expense  related  to  the  contract  rights  and  noncompete
agreements was $2,374,000 and $118,000, respectively, for the three months ended
December  31, 2001. Estimated amortization expense for the next five years is as
follows  (in  thousands):
<TABLE>
<CAPTION>

<S>                             <C>
Year ending September 30, 2002  $9,900
Year ending September 30, 2003   9,661
Year ending September 30, 2004   9,530
Year ending September 30, 2005   8,392
Year ending September 30, 2006   8,392
</TABLE>


     The  changes  in  carrying  amount  of  goodwill for the three months ended
December  31,  2001  are  as  follows  (in  thousands):
<TABLE>
<CAPTION>

                                  Reporting Segments
                                  ------------------

<S>                              <C>       <C>     <C>      <C>      <C>
                                   Two     Three     Four    Other    Total
                                 --------  ------  -------  -------  --------
Balance as of October 1, 2001    $199,132  $3,036  $19,857  $28,605  $250,630
Acquired during the period             --      --       --      847       847
                                 --------  ------  -------  -------  --------
Balance as of December 31, 2001  $199,132  $3,036  $19,857  $29,452  $251,477
                                 ========  ======  =======  =======  ========
</TABLE>


LONG-TERM  DEBT
     The  Company has a credit facility (the "Credit Facility") 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 Central
Parking  achieving  certain  financial  ratios. The amount outstanding under the
Company's  Credit  Facility  as  of  December 31, 2001 was $238.0 million with a
weighted  average  interest  rate of 3.2%, including the principal amount of the
term  loan  of  $112.5  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 $56.9 million at December 31, 2001,
which  is  net  of  $17.6  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  Company is required to maintain the aforementioned financial covenants
under  the  Credit  Facility  as  of  the end of each fiscal quarter.  Despite a
decline in revenues due primarily to the recession and the September 11 tragedy,
the  Company was in compliance with these financial covenants as of December 31,
2001;  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 had
discussions  with  its  agent  bank regarding potential amendments to its Credit
Facility.  These  amendments would likely increase the weighted average interest
rate  under  the  Credit  Facility,  which  was 3.2% as of December 31, 2001. In
addition,  the  Company  continues  to  evaluate various financing alternatives,
including  sale/leaseback  opportunities,  mortgage  financing  and  additional
repurchases  of  a portion of its mandatorily redeemable convertible securities,
as  it  seeks  to  optimize  the  rate,  duration  and  mix  of  its  debt.

     The  Company  has a note payable related to the Black Angus Garage, with an
outstanding  principal  balance  of  $13.1  million  at  December 31, 2001.  The
Company is required to maintain certain financial covenants related to this note
as  of  the end of each fiscal year.  At September 30, 2001, the Company was not
in  compliance  with an annual debt coverage ratio covenant related to this note
and  obtained  a  waiver.


CONVERTIBLE  TRUST  ISSUED  PREFERRED  SECURITIES
     On  December  28,  2001,  the  Company  purchased  637,795  shares  of  its
convertible  trust-issued  preferred securities (the "Preferred Securities") for
$10.0  million.  The  transaction  resulted  in  an  extraordinary  gain of $3.3
million,  net  of  a  writedown of a proportionate share of the related deferred
finance  costs  of  $0.4 million and income taxes of $2.2 million. The Preferred
Securities  prohibit  the  payment of dividends on the Company's common stock if
quarterly  distributions  on  the  Preferred  Securities  are  not  made.


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, management 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, the Financial Accounting Standards Board ("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  December  31,  2001,  the  Company's  derivative  financial instruments
consist 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):

<TABLE>
<CAPTION>

                                    December 31, 2001   September 30, 2001
<S>                                 <C>         <C>     <C>         <C>
                                    Amortized   Fair    Amortized    Fair
                                      Cost      Value     Cost       Value
                                    ----------  ------  ----------  ------
Derivative instrument assets:
  Interest rate caps                $      395  $  133  $      440  $   63

Derivative instrument liabilities:
  Interest rate swaps               $       --  $2,710  $       --  $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.  The portion of this
accumulated  loss  that  relates to the actual amount paid for the interest rate
caps  is amortized to earnings as interest expense on a straight-line basis over
the life of the caps.  Approximately $107 thousand, net of income tax benefit of
$72  thousand,  is  expected  to be amortized to earnings in the next 12 months.

     During  the three months ended December 31, 2001, the Company recognized an
unrealized  gain  of  $228  thousand,  net of related income tax expense of $152
thousand  in  accumulated  other  comprehensive  loss. Additionally, the Company
increased derivative instrument assets by $115 thousand and decreased derivative
instrument  liabilities by $265 thousand for the three months ended December 31,
2001. During the three months ended December 31, 2000, the Company recognized an
unrealized  loss  of  $515  thousand,  net of related income tax benefit of $343
thousand,  in  accumulated  other  comprehensive  loss.  The  Company  decreased
derivative  instrument  assets  by  $136  thousand  and  increased  derivative
instrument  liabilities  by  $722  thousand  during  the  same  period.


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 $429 thousand ($258 thousand, net
of  tax)  as  of  October  1,  2000.


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, while also resolving
significant  implementation  issues  associated with SFAS No. 121.  For example,
SFAS No. 144 provides guidance on how a long-lived asset that is used as part of
a  group  should  be  evaluated  for impairment, establishes criteria for when a
long-lived  asset  is  held  for  sale,  and  prescribes  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).  Unlike SFAS No.
121,  an  impairment  assessment  under  SFAS  No.  144  will  never result in a
write-down of goodwill.  Rather, goodwill is evaluated for impairment under SFAS
No.  142.

     The  Company  is  required  and plans to 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.


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
and  majority owner.  The partners entered into an option agreement on that date
whereby  the minority 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
minority partner does not exercise its option, then the Company has an option to
purchase  the  minority 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 likely that one of these
options  will be exercised and, accordingly, has included this commitment on its
balance  sheet  in  other  liabilities.


COMPREHENSIVE  INCOME
     Comprehensive  income,  which  is  comprised  of  net  earnings, changes in
unrealized  losses  on  derivative  financial instruments and changes in foreign
currency  translation  adjustments,  was $15.9 million and $10.6 million for the
three  months  ended  December  31,  2001  and  2000,  respectively.


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, costs, and other expenses by segment for the three months
ended  December  31,  2001  and  2000.  During  fiscal  year  2001,  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  Ended  December  31,  2001
                                                         -----------------------------------------
<S>                                   <C>       <C>       <C>       <C>     <C>      <C>      <C>       <C>
                                                                                                        ALL OTHERS
                                      ONE       TWO       THREE     FOUR    FIVE     SIX      INT'L      & GEN'L CORP
                                      --------  --------  --------  ------  -------  -------  --------  --------------
Revenues:
 Parking                              $14,722   $63,212   $19,619   $5,228  $16,652  $15,823  $ 7,691   $       4,425
 Management contract                    3,482     7,755     5,398    1,483    2,836    3,051    1,744           3,830
                                      --------  --------  --------  ------  -------  -------  --------  --------------
   Total revenues                      18,204    70,967    25,017    6,711   19,488   18,874    9,435           8,255
Costs and expenses:
 Cost of parking                       13,482    57,680    17,743    4,843   14,819   14,014    6,226            (837)
 Cost of management contracts           1,837     2,950     2,522      758    1,218    1,417       18           1,289
     General and administrative         1,671     4,091     1,211      729    1,241    1,095    1,156           6,797
     Noncompete amortization               10       105         2       --       --       --       --               1
                                      --------  --------  --------  ------  -------  -------  --------  --------------
Total costs and expenses               17,000    64,826    21,478    6,330   17,278   16,526    7,400           7,250
Property-related gains (losses), net     (424)      (57)     (121)       1       --       --       (7)          4,616
                                      --------  --------  --------  ------  -------  -------  --------  --------------
 Operating earnings                   $   780   $ 6,084   $ 3,418   $  382  $ 2,210  $ 2,348  $ 2,028   $       5,621
                                      ========  ========  ========  ======  =======  =======  ========  ==============
Other income (expense):
 Interest income
 Interest expense
 Dividends - convertible securities
 Equity in partnerships, joint
    ventures and unconsolidated
    Subsidiaries

Earnings before income tax,
   Minority interest and
   Extraordinary item
Income tax  expense

Earnings before minority
   Interest and extraordinary item
Minority interest, net of tax

Earnings before extraordinary item
Extraordinary item, net of tax

Net earnings


Identifiable assets                   $(9,232)  $67,518   $25,159   $4,118  $18,327  $14,588  $35,473   $     851,340
                                      ========  ========  ========  ======  =======  =======  ========  ==============

<S>                                   <C>

                                      TOTAL
                                      -----------
Revenues:
 Parking                              $  147,372
 Management contract                      29,579
                                      -----------
   Total revenues                        176,951
Costs and expenses:
 Cost of parking                         127,970
 Cost of management contracts             12,009
     General and administrative           17,991
     Noncompete amortization                 118
                                      -----------
Total costs and expenses                 158,088
Property-related gains (losses), net       4,008
                                      -----------
 Operating earnings                       22,871

Other income (expense):
 Interest income                           1,352
 Interest expense                         (3,258)
 Dividends - convertible securities       (1,471)
 Equity in partnerships, joint
    ventures and unconsolidated
    Subsidiaries                           1,388
                                      -----------
Earnings before income tax,
   Minority interest and
   Extraordinary item                     20,882
Income tax  expense                        7,239
                                      -----------
Earnings before minority
   Interest and extraordinary item        13,643
Minority interest, net of tax             (1,271)
                                      -----------
Earnings before extraordinary item        12,372
Extraordinary item, net of tax             3,312
                                      -----------
Net earnings                          $   15,684
                                      ===========

Identifiable assets                   $1,007,291
                                      ===========
</TABLE>


<TABLE>
<CAPTION>
                                                            Three  Months  Ended  December  31,  2000
                                                            -----------------------------------------
<S>                                   <C>       <C>       <C>      <C>     <C>      <C>       <C>      <C>             <C>
                                                                                                       ALL OTHERS
                                      ONE       TWO       THREE    FOUR    FIVE     SIX       INT'L     & GEN'L CORP   TOTAL
                                      --------  --------  -------  ------  -------  --------  -------  --------------  -----------
Revenues:
 Parking                              $13,575   $68,880   $19,369  $5,947  $16,875  $16,749   $ 6,465  $       3,817   $  151,677
 Management contract                    2,697     6,228     4,826   1,452    3,027    3,171     1,431          3,056       25,888
                                      --------  --------  -------  ------  -------  --------  -------  --------------  -----------
   Total revenues                      16,272    75,108    24,195   7,399   19,902   19,920     7,896          6,873      177,565
Costs and expenses:
 Cost of parking                       11,449    56,186    18,127   5,514   14,930   14,379     5,582         (2,202)     123,965
 Cost of management contracts           1,109     2,398     2,038     608    1,123    1,277        31          1,638       10,222
     General and administrative         1,670     5,630     1,365     610    1,486    1,562     1,170          4,235       17,728
     Goodwill and non-compete
       amortization                        56     2,072       220      --        3      371        --            279        3,001
                                      --------  --------  -------  ------  -------  --------  -------  --------------  -----------
Total costs and expenses               14,284    66,286    21,750   6,732   17,542   17,589     6,783          3,950      154,916
Property-related gains (losses), net        9    (2,295)      695       2       --       (8)        1          4,373        2,777
                                      --------  --------  -------  ------  -------  --------  -------  --------------  -----------
 Operating earnings                   $ 1,997   $ 6,527   $ 3,140  $  669  $ 2,360  $ 2,323   $ 1,114  $       7,296       25,426
                                      ========  ========  =======  ======  =======  ========  =======  ==============
Other income (expense):
 Interest income                                                                                                            1,554
 Interest expense                                                                                                          (5,941)
 Dividends - convertible securities                                                                                        (1,472)
 Equity in partnerships, joint
         ventures and unconsolidated
    subsidiaries                                                                                                            1,114
                                                                                                                       -----------
Earnings before income tax,
   minority interest and cumulative
   effect of accounting change                                                                                             20,681
Income tax  expense                                                                                                         8,212
                                                                                                                       -----------
Earnings before minority
   Interest and cumulative effect of
   accounting change                                                                                                       12,469
Minority interest, net of tax                                                                                                (788)
                                                                                                                       -----------
Earnings before cumulative effect
   of accounting change                                                                                                    11,681
Cumulative effect of accounting
   change, net of tax                                                                                                        (258)
                                                                                                                       -----------
Net earnings                                                                                                           $   11,423
                                                                                                                       ===========

Identifiable assets                   $(2,406)  $97,402   $24,341  $5,385  $19,458  $19,002   $26,910  $     816,659   $1,006,751
                                      ========  ========  =======  ======  =======  ========  =======  ==============  ===========
</TABLE>


Segment One encompasses the western region of the United States, plus 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.  The  senior vice president responsible for
segment  four  is  also  responsible  for  South  America  and Europe, which are
included  in  International.

Segment  Five encompasses the midwestern region of the United States, as well as
western  Pennsylvania  and  New York.  The senior vice president responsible for
segment five is also responsible for Canada, which is included in International.

Segment  Six encompasses the southeastern region of the United States, including
North  and  South  Carolina,  Virginia,  West  Virginia  and  Washington,  D.C.
International  encompasses  all  Europe  and  Canada  locations  (except  for
Vancouver),  as  well  as  Mexico  and  South  America.

All  others and general corporate encompasses home office, eliminations, certain
owned  real  estate  and  certain  partnerships.


SUBSEQUENT  EVENTS
------------------
     On  January  1, 2002, the Company acquired 100% of the common stock of Park
One  of  Louisiana for $5.7 million in cash.  Park One operates approximately 42
locations  in New Orleans, Louisiana.  The excess of the purchase price over the
tangible  assets acquired was $6.0 million and was allocated to contract rights.
This  amount  will  be  amortized  over  15  years.

     On  January  28,  2002, the Company sold its 50% interest in Civic Parking,
LLC  ("Civic")  for  $18.4  million.  The transaction resulted in a gain of $4.3
million  which  will  be  recognized  as  a  property-related gain in the second
quarter  of  fiscal  2002.


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  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  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 past and future acquisitions, in light of challenges
in  retaining  key  employees,  synchronizing business processes and efficiently
integrating  facilities,  marketing,  and  operations;

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

   - fluctuations  in quarterly 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  and  local, national and international
economic  conditions;

   - the ability of the Company to form and maintain its strategic relationships
with  certain  large  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.


<PAGE>
OVERVIEW

     The  Company operates parking facilities under three types of arrangements:
leases,  fee  ownership,  and  management  contracts.  As  of December 31, 2001,
Central  Parking operated 1,857 parking facilities through management contracts,
leased  1,926  parking  facilities,  and  owned  215  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  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 $16.8 million and $17.8
million  for  the  three  months ended December 31, 2001 and 2000, respectively,
representing  11.4%  and  11.8%  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.

     Parking  revenues  from  leased  facilities  amounted to $130.5 million and
$133.9  million  for  the  three  months  ended  December  31,  2001  and  2000,
respectively,  which  accounted for 88.6% and 88.2% of total parking revenues in
the  respective periods. 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, or
property  taxes.  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  revenues  amounted to $29.6 million and $25.9 million
for  the  three  months  ended  December  31,  2001  and 2000, 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,  Central Parking 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 Central Parking
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,  Central  Parking
historically  has  generated  profits  on  the  insurance  provided  under  its
management  contracts.


CRITICAL  ACCOUNTING  POLICIES

     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.  The Company recorded impairment of
$896,000  and  $492,000  for  the three months ended December 31, 2001 and 2000,
respectively,  related  to  terminated  management  and  lease  contracts.


THREE MONTHS ENDED DECEMBER 31, 2001 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
2000

     Parking  revenues  for the first quarter of fiscal 2002 decreased to $147.4
million  from  $151.7 million in the first quarter of fiscal 2001, a decrease of
$4.3  million, or 2.8%.  The decrease is primarily a result of the September 11,
2001  terrorist  attacks,  which  resulted in a $6 million, decrease in New York
region  revenues.  Revenues  from  foreign  operations amounted to approximately
$9.4 million and $7.9 million for the quarters ended December 31, 2001 and 2000,
respectively.

     Management contract revenues for the first quarter of fiscal 2002 increased
to  $29.6  million  from  $25.9  million  in  the same period of fiscal 2001, an
increase  of  $3.7  million  or  14.3%.  The  increase  is  primarily due to the
acquisition  of  USA  Parking  System,  which  added  $1.3 million of management
contract  revenues  during  the  quarter.

     Cost  of  parking  in the first quarter of 2002 increased to $128.0 million
from $124.0 million in the first quarter of 2001, an increase of $4.0 million or
3.2%.  This  increase  was  due primarily to an increase in rent expense of $2.3
million  or  3.2%. Rent expense as a percentage of parking revenues increased to
50.1%  during  the  quarter  ended  December 31, 2001, from 47.2% in the quarter
ended  December  31, 2000. The increase in cost of parking also resulted from an
increase  in  depreciation and amortization of $1.0 million, or 23.4%, caused by
the  addition  of  $15.1  million  of  contract  rights since December 31, 2000.
Payroll  and  benefit  expenses  were 18.9% of parking revenues during the first
quarter of fiscal 2002 as compared to 18.2% in the comparable prior year period.
Cost  of  parking  as a percentage of parking revenues increased to 86.8% in the
first quarter of fiscal 2002 from 81.7% in the first quarter of fiscal 2001. The
increase  is  due  to  the  inability of the Company to adjust the fixed expense
component  of  its  cost structure to match its lower parking revenues caused by
the  aforementioned  circumstances  in  the  New  York  region.

     Cost  of management contracts in the first quarter of fiscal 2002 increased
to  $12.0  million  from  $10.2  million  in  the  comparable period in 2001, an
increase  of $1.8 million or 17.5%. The increase in cost was primarily caused by
an  increase  in  workers compensation liability costs as health insurance costs
have  continued  to  rise.  Cost  of  management  contracts  as  a percentage of
management  contract  revenue increased to 40.6% for the first fiscal quarter of
2002  from  39.5%  for  the  same  period  in  2001,  due to the increase in the
aforementioned  items.

     General  and  administrative  expenses  increased  to $18.0 million for the
first  quarter  of fiscal 2002 from $17.7 million in the first quarter of fiscal
2001,  an  increase  of $0.3 million or 1.5%. This slight increase is due to the
acquisitions  of USA Parking System, Universal Parking System, and Lexis Systems
at  the  start  of  the first quarter of fiscal 2002. General and administrative
expenses  as  a  percentage  of  total revenues increased to 10.2% for the first
quarter  of  fiscal 2002 compared to 10.0% for the first quarter of fiscal 2001.

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

     Net  property-related  gains  for  the three months ended December 31, 2001
increased  to  $4.0  million  from  $2.8 million in the comparable period in the
prior  year.  The  Company recognized $5.0 million of gains on sales of property
during the three months ended December 31, 2001, primarily from the condemnation
of  a property in Houston, Texas.  The Company also wrote off contract rights of
$0.9  million  for  locations  in  Houston and Fort Worth, Texas, and San Diego,
California  that  are  no  longer operated by the Company.  The Company recorded
impairment  charges  totaling $1.2 million during the quarter ended December 31,
2000,  of  which $0.7 million was attributable to a property where the operating
lease  agreement  was  amended  such  that  the  carrying value of the leasehold
improvements  was  no  longer  supportable  by  projected future cash flows. The
remaining  $0.5  million  of  the  charge  reflects  a  reduction  in  certain
Allright-related  intangible  assets  which  are  no  longer of any value to the
Company.

     Interest  income  decreased to $1.4 million for the first quarter of fiscal
2002  from  $1.6 million in the first quarter of fiscal 2001, a decrease of $0.2
million,  or  13.0%.  The  decrease  in  interest income was the result of lower
market  interest  rates.

     Interest  expense and dividends on Company-obligated mandatorily redeemable
convertible  securities  of a subsidiary trust decreased to $4.7 million for the
first  quarter  of  fiscal 2002 from $7.4 million in the first quarter of fiscal
2001, a decrease of $2.7 million or 36.2%. This decrease in interest expense 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  $390.0 million during the quarter ended December 31, 2001, at a
weighted  average  interest  rate  of 4.8% compared to $401.9 million during the
quarter  ended  December  31,  2000  at  an  average  interest  rate  of  7.1%.

     Income taxes decreased to $7.2 million for the first quarter of fiscal 2002
from  $8.2  million  in  the  first  quarter  of fiscal 2001, a decrease of $1.0
million  or  11.8%.  The effective tax rate for the first quarter of fiscal 2002
was  34.7%  compared  to  39.7%  for  the first quarter of fiscal 2001. Goodwill
amortization  recognized in previous periods was nondeductible for tax purposes.
With  the  adoption of SFAS 142 in October 2001, the Company no longer amortizes
goodwill,  resulting  in  a  reduction  of  its  effective  tax  rate.

     The  Company recognized an extraordinary gain of $3.3 million, net of taxes
of  $2.2  million  during  the  three  months ended December 31, 2001 due to the
repurchase  of 637,795 shares of its Preferred Securities for $10.0 million. For
the  three months ended December 31, 2000, the Company recognized a loss of $258
thousand  from  a change in accounting principle due to the adoption of SAB 101.


LIQUIDITY  AND  CAPITAL  RESOURCES

     Operating  activities for the three months ended December 31, 2001 provided
net  cash  of  $28.3  million,  compared  to  $13.4  million of cash provided by
operating  activities for the three months ended December 31, 2000. Net earnings
of  $15.7  million and depreciation and amortization of $8.7 million, along with
net  decreases  in  operating  assets and net increases in operating liabilities
totaling $8.4 million account for the majority of the cash provided by operating
activities  during  the  first  three  months  of  fiscal  2002.

     Investing  activities for the three months ended December 31, 2001 used net
cash  of  $10.5  million,  compared  to  $7.7  million  of  net cash provided by
investing  activities  for  the  same  period in the prior year. Acquisitions of
$12.3  million,  purchases of contract and lease rights of $4.0 million, capital
expenditures  of  $6.1  million  and  investments  in  notes  receivable of $3.5
million,  offset  by  proceeds of $15.0 million from the disposition of property
and  equipment,  accounted  for  the  majority  of  the  cash  used by investing
activities  in the first three months of fiscal 2002. Proceeds of $15.0 million,
offset  by purchases of property, equipment, leasehold improvements and contract
rights  of  $8.0  million account for the majority of cash provided by investing
activities  during  the  first  three  months  of  fiscal  2001.

     Financing  activities for the three months ended December 31, 2001 used net
cash of $15.9 million, compared to $25.2 million in the same period in the prior
year.  Principal  repayments on notes payable of $14.2 million and repurchase of
mandatorily  redeemable  preferred  securities  of  $10.0 million, offset by net
borrowings  under  the  revolving  credit agreement of $12.5 million comprised a
majority  of  the  cash  used  by  finance activities for the three months ended
December  31,  2001.  Principal repayments on notes payable of $15.7 million and
the  repurchase  of $6.3 million of common stock account for the majority of the
cash  used  by  financing  activities during the three months ended December 31,
2000.

     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 Central Parking's credit
facility  over  the  next  twelve  months.  In  the ordinary course of business,
Central  Parking  is  required  to  maintain  and,  in  some cases, make capital
improvements  to  the  parking  facilities  it  operates.

     If  Central  Parking  identifies investment opportunities requiring cash in
excess  of Central Parking's cash flows and the Credit Facility, Central Parking
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  Report  on Form 10-K for the year ended
September  30,  2001, provides certain limitations and restrictions upon Central
Parking's  ability  to  issue new shares of Central Parking common stock.  While
Central  Parking  does  not expect this limitation to affect its working capital
needs,  it  could  have  an  impact  on  Central  Parking's  ability to complete
significant acquisitions. The decreased market value of Central Parking's common
stock  also  could  have  an  impact  on  Central  Parking's ability to complete
significant  acquisitions  or  raise  additional  capital.

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  December  31,  2001 the Company had repurchased 1.6 million shares of common
stock  at  a  total cost of $28.0 million.  As of December 31, 2001, the Company
had  repurchased  638  thousand  shares of the Preferred Securities (convertible
into 290 thousand shares of the Company's common stock) at a total cost of $10.0
million.

     The  Company  routinely  makes  capital expenditures to maintain or enhance
parking  facilities  under its control. The Company's capital expenditure budget
for  fiscal  2002  is  approximately  $26  million.

     The  following tables summarize the Company's total contractual obligations
and  commercial  commitments as of September 30, 2001, which represents the most
recent  information  available  (amounts  in  thousands):
<TABLE>
<CAPTION>

                                                      Payments due by period
<S>                                     <C>         <C>         <C>       <C>       <C>
                                                     Less than     1-3       4-5    After 5
                                           Total       1 year     years     years    years
                                           -----       ------     -----     -----    -----
Long-term debt                          $  269,109  $   50,439  $203,443  $ 13,726  $  1,501
Capital lease obligations                    8,767       3,503     4,032       661       571
Operating leases                         1,136,335     207,679   299,702   209,895   419,059
Other long-term obligations                 14,250          --    14,250        --        --
                                        ----------  ----------  --------  --------  --------
    Total contractual cash obligations  $1,428,461  $  261,621  $521,427  $224,282  $421,131
                                        ==========  ==========  ========  ========  ========
</TABLE>


<TABLE>
<CAPTION>

                      Amount of commitment expiration per period

<S>                               <C>      <C>         <C>      <C>     <C>
                                            Less than    1-3      4-5   After 5
                                  Total       1 year    years    years   years
                                  -----       ------    -----    -----   -----
Unused lines of credit            $59,552  $       --  $59,552  $   --  $     --
Standby letters of credit          27,448      12,448   15,000      --        --
Guarantees                             --          --       --      --        --
Other commercial commitments        9,096       3,383    5,713      --        --
                                  -------  ----------  -------  ------  --------
    Total commercial commitments  $96,096  $   15,831  $80,265  $   --  $     --
                                  =======  ==========  =======  ======  ========
</TABLE>

     Other  commercial  commitments  include  guaranteed  minimum  payments  to
minority  partners  of  certain  partnerships.


Credit  Facility
     The  Company has a credit facility (the "Credit Facility") 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 Central
Parking  achieving  certain  financial  ratios. The amount outstanding under the
Company's  Credit  Facility  as  of  December 31, 2001 was $238.0 million with a
weighted  average  interest  rate of 3.2%, including the principal amount of the
term loan of $112.5 million which is being repaid in quarterly payments of $12.5
million through March 2004. The aggregate availability under the Credit Facility
was  $56.9  million  at  December  31,  2001,  which  is net of $17.6 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.


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 December 31, 2001, the Company
had  $238.0  million of variable rate debt outstanding under the Credit Facility
priced at LIBOR plus 87.5 basis points. $112.5 million of the Credit Facility is
payable  in  quarterly  installments  of  $12.5  million  and  $125.5 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 December 31, 2001, interest rate protection agreements
had  been  purchased  to hedge $100 million of the Company's variable rate debt.
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%. Each derivative instrument has a
term  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
December  31,  2001 was 3.2%. An increase (decrease) in LIBOR of 1% would result
in  an  increase  (decrease) of annual interest expense of $2.1 million based on
the  Company's outstanding Credit Facility balance of $238.0 million at December
31,  2001,  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.

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. The
Company  has  approximately  CAN$1.8  million  of  cash  and  no Canadian dollar
denominated debt instruments at December 31, 2001. 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.

     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  4.  Submission  of  Matters  to  a  Vote  of  Security-Holders
-------   ----------------------------------------------------------

There were no matters submitted to a vote of security holders during the quarter
ended  December  31,  2001.


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

(a)  Exhibits
2          Plan  of Recapitalization, effective October 9, 1997 (Incorporated by
reference  to  Exhibit 2 to the Company's Registration Statement No. 33-95640 on
Form  S-1).

2.1        Agreement and Plan of Merger dated September 21, 1998, by and among
the  Registrant,  Central Merger Sub, Inc., Allright Holdings, Inc., Apollo Real
Estate  Investment  Fund  II,  L.P.  and  AEW  Partners,  L.P.  (Incorporated by
reference  to  Exhibit 2.1 to the Company's Registration Statement No. 333-66081
on  Form  S-4  filed  on  October  21,  1998).

2.2        Amendment dated as of  January  5, 1999, to the Agreement and Plan of
Merger dated September 21, 1998 by and among the Registrant, Central Merger Sub,
Inc.,  Allright  Holdings, Inc., Apollo Real Estate Investment Fund II, L.P. and
AEW  Partners,  L.P.  (Incorporated by reference to Exhibit 2.1 to the Company's
Registration  Statement  No. 333-66081 on Form S-4 filed on October 21, 1998, as
amended).

2.3        Acquisition  Agreement  and  Plan of Merger dated as of November 7,
1997,  by  and  between  the  Registrant  and  Kinney  System Holding Corp and a
subsidiary of the Registrant (Incorporated by reference to the Company's Current
Report  on  Form  8-K  filed  on  February  17,  1998).

3.1 (a)    Amended  and Restated Charter of the Registrant (Incorporated by
reference  to  Exhibit 4.1 to the Company's Registration Statement No. 333-23869
on  Form  S-3).

    (b)    Articles of Amendment to the Charter of Central Parking Corporation
increasing  the authorized number of shares of common stock, par value $0.01 per
share,  to  one  hundred  million (Incorporated by reference to Exhibit 2 to the
Company's  10-Q  for  the  quarter  ended  March  31,  1999).

3.2        Amended  and  Restated  Bylaws  of  the Registrant (Incorporated by
reference  to  Exhibit 4.1 to the Company's Registration Statement No. 333-23869
on  Form  S-3).

4.1        Form  of  Common  Stock  Certificate  (Incorporated by reference to
Exhibit  4.1  to the Company's Registration Statement No. 33-95640 on Form S-1).

4.4  (a)   Registration Rights Agreement (the "Allright Registration Rights
Agreement") dated as of September 21, 1998 by and between the Registrant, Apollo
Real  Estate  Investment Fund II, L.P., AEW Partners, L.P. and Monroe J. Carell,
Jr.,  The  Monroe  Carell Jr.Foundation, Monroe Carell Jr. 1995 Grantor Retained
Annuity Trust, Monroe Carell Jr. 1994 Grantor Retained Annuity Trust, The Carell
Children's  Trust,  The  1996  Carell  Grandchildren's  Trust, The Carell Family
Grandchildren  1990 Trust, The Kathryn Carell Brown Foundation, The Edith Carell
Johnson  Foundation,  The Julie Carell Stadler Foundation, 1997 Carell Elizabeth
Brown Trust, 1997 Ann Scott Johnson Trust, 1997 Julia Claire Stadler Trust, 1997
William  Carell  Johnson  Trust, 1997 David Nicholas Brown Trust and 1997 George
Monroe  Stadler Trust (Incorporated by reference to Exhibit 4.4 to the Company's
Registration  Statement  No.  333-66081  filed  on  October  21,  1998).

4.4  (b)   Amendment  dated  January  5,  1999 to the Allright Registration
Rights  Agreement  (Incorporated  by reference to Exhibit 4.4.1 to the Company's
Registration  Statement  No.  333-66081  filed on October 21, 1998, as amended).

4.4  (c)   Second  Amendment  dated  February  1,  2001  to  the  Allright
Registration Rights Agreement.  (Incorporated by reference to Exhibit 4.6 to the
Company's  Registration Statement No. 333-54914 on Form S-3 filed on February 2,
2001)

4.5        Indenture dated March 18, 1998 between the     registrant and Chase
Bank  of Texas, National Association, as Trustee regarding up to $113,402,050 of
5-1/4 % Convertible Subordinated Debentures due 2028. (Incorporated by reference
to  Exhibit 4.5 to the Registrant's Registration Statement No. 333-52497 on Form
S-3).

4.6        Amended  and  Restated  Declaration  of  Trust  of  Central Parking
Finance  Trust dated as of March 18, 1998. (Incorporated by reference to Exhibit
4.5  to  the  Registrant's  Registration  Statement  No. 333-52497 on Form S-3).

4.7        Preferred Securities Guarantee Agreement dated as of March 18, 1998
by  and  between the Registrant and Chase Bank of Texas, national Association as
Trustee  (Incorporated  by  reference  to  Exhibit  4.7  to  the  Registrant's
Registration  Statement  No.  333-52497  on  Form  S-3).

4.8        Common  Securities  Guarantee Agreement dated March 18, 1998 by the
Registrant. (Incorporated by reference to Exhibit 4.9 to 333-52497 on Form S-3).

10.1       Executive  Compensation  Plans  and  Arrangements

     (a)   1995 Incentive and Nonqualified Stock Option Plan for Key Personnel
(Incorporated  by  reference  to  Exhibit  10.1  to  the  Company's Registration
Statement  No.  33-95640  on  Form  S-1).

     (b)   Amendment  to the 1995 Incentive and Nonqualified Stock Option Plan
for  Key  Personnel  increasing the number of shares licensed for issuance under
the  plan  to  3,817,500.  (Incorporated  by  reference  to  Exhibit 10.1 to the
Company's  Annual  Report  of Form 10-K for the period ended September 30, 2000)

     (c)   Form  of Option Agreement under Key Personnel Plan (Incorporated by
reference  to  Exhibit 10.2 to the Company's Registration Statement No. 33-95640
on  Form  S-1).

     (d)   1995  Restricted  Stock  Plan (Incorporated by reference to Exhibit
10.5.1  to  the  Company's  Registration  Statement  No.  33-95640 on Form S-1.)

     (e)   Form  of  Restricted  Stock Agreement (Incorporated by reference to
Exhibit 10.5.2 to the Company's Registration Statement No.33-95640 on Form S-1.)

     (f)   Form of Employment Agreements with Executive Officers (Incorporated
by  reference  to  Exhibit  10.7  to  the  Company's  Registration Statement No.
33-95640  on  Form  S-1.)

     (g)   Monroe  J.  Carell,  Jr.  Employment  Agreement  (Incorporated  by
reference  to  Exhibit 10.8 to the Company's Registration Statement No. 33-95640
on  Form  S-1.)

     (h)   Monroe  J.  Carell, Jr. Revised Deferred Compensation Agreement, as
amended (Incorporated by reference to Exhibit 10.9 to the Company's Registration
Statement  No.33-95640  on  Form  S-1.)

     (j)   Performance  Unit Agreement between Central Parking Corporation and
James  H.  Bond  (Incorporated  by reference to Exhibit 10.11.1 to the Company's
Registration  Statement  No.  33-95640  on  Form  S-1.)

     (k)   Modification  of  Performance  Unit  Agreement  of  James  H.  Bond
(Incorporated by reference to Exhibit 10.1 (j) to the Company's Annual Report on
Form  10-K  filed  on  December  27,  1997).

     (l)   Second  modification of Performance Unit Agreement of James H. Bond
(Incorporated  by  reference to Exhibit 10.1 (k) to the Company's Report on Form
10-Q  for  the  period  ended  March  31,  2001.)

     (m)   Hiram  A.  Cox  Employment  Agreement,  dated  June  4,  2001.
(Incorporated  by  reference to Exhibit 10.1 (m) to the Company's Report on Form
10-K  for  the  period  ended  September  30,  2001.)

     (n)   Deferred Stock Unit Plan (Incorporated by reference to Exhibit 10.1
(n)  to  the Company's Annual Report on Form 10-K for the period ended September
30,  2001).

     (o)   William  J.  Vareschi Employment Agreement dated as of February 28,
2001  (incorporated  by reference to Exhibit 10.1 (o) to the company's Report on
Form  10-Q  for  the  period  ended  June  30,  2001).

     (p)   James  H.  Bond  Employment  Agreement  dated  as  of  May 31, 2001
(incorporated  by  reference to Exhibit 10.1 (p) to the company's Report on Form
10-Q  for  the  period  ended  June  30,  2001).

     (q)   Emanuel  J.  Eads  Employment Agreement dated as of October 1, 2000
(incorporated  by  reference to Exhibit 10.1 (q) to the company's Report on Form
10-Q  for  the  period  ended  June  30,  2001).

     (r)   Gregory  A. Susick Employment Agreement dated as of October 1, 2000
(incorporated  by  reference to Exhibit 10.1 (r) to the company's Report on Form
10-Q  for  the  period  ended  June  30,  2001).

     (s)   Jeff  L.  Wolfe  Employment  Agreement  dated as of October 1, 2000
(incorporated  by  reference to Exhibit 10.1 (s) to the company's Report on Form
10-Q  for  the  period  ended  June  30,  2001).

10.2 (a)   1995 Nonqualified Stock Option Plan for Directors (Incorporated
by  reference  to  Exhibit  10.3  to  the  Company's  Registration Statement No.
33-95640  on  Form  S-1.)

     (b)   Amendment  to the 1995 Nonqualified Stock Option Plan for Directors
increasing the number of shares reserved for issuance under the plan to 475,000.
(Incorporated by reference to Exhibit 10.2 (b) to the Company's Annual Report on
Form  10-K  for  the  period  ended  September  30,  2000.)

10.3       Form  of  Option  Agreement  under Directors plan (Incorporated by
reference  to  Exhibit 10.4 to the Company's Registration Statement No. 33-95640
on  Form  S-1.)

10.4       Form  of  Indemnification Agreement for Directors (Incorporated by
reference  to Exhibit 10.12 to the Company's Registration Statement No. 33-95640
on  Form  S-1.)

10.5       Indemnification  Agreement for Monroe J. Carell, Jr. (Incorporated
by  reference  to  Exhibit  10.13  to  the  Company's Registration Statement No.
33-95640  on  Form  S-1.)

10.6       Form  of Management Contract (Incorporated by reference to Exhibit
10.6  to the Company's Annual Report on Form 10-K for the period ended September
30,  2001.)

10.7       Form  of  Lease  (Incorporated by reference to Exhibit 10.7 to the
Company's  Annual  Report on Form 10-K for the period ended September 30, 2001.)

10.8       1998  Employee  Stock Purchase Plan (Incorporated by     reference
to  Exhibit  10.16  to the Company's Registration Statement No. 33-95640 on Form
S-1.)

10.9       Exchange  Agreement  between the Company and Monroe J. Carell, Jr.
(Incorporated  by  reference  to  Exhibit  10.18  to  the Company's Registration
Statement  No.  33-95640  on  Form  S-1.)

10.10      $400  Million  Credit Agreement dated as of March 19, 1999 by and
among  various  banks  with Bank of America, N.A., as Agent, and Central Parking
Corporation and certain affiliates.  (Incorporated by reference to Exhibit 10.11
of  the  Company's Report on Form 10-K for the period ended September 30, 1999.)

10.11      Letter  Amendment  dated  as of June 25, 1999 to Credit Agreement
dated  as  of  March  19, 1999, by and among various banks with Bank of America,
N.A.,  as  Agent,  and  Central  Parking  Corporation  and  certain  affiliates.
(Incorporated by reference to Exhibit 10.11 of the Company's Report on Form 10-K
for  the  period  ended  September  30,  1999.)

10.12      Letter Amendment dated as of October 27, 1999 to Credit Agreement
dated  as  of  March  19, 1999, by and among various banks with Bank of America,
N.A.,  as  Agent,  and  Central  Parking  Corporation  and  certain  affiliates.
(Incorporated by reference to Exhibit 10.11 of the Company's Report on Form 10-K
for  the  period  ended  September  30,  1999.)

10.13      Form  of  Amendment dated as of December 28, 1999 to $400 million
Credit  Agreement  dated  as  of March 19, 1999, by and among various banks with
Bank of America, N.A., as Agent, and Central Parking     Corporation and certain
affiliates.  (Incorporated by reference to Exhibit 10.11 of the Company's Report
on  Form  10-K  for  the  period  ended  September  30,  1999.)

10.14      Amended  and Restricted Credit Agreement dated as of February 14,
2000,  by  and  among  various  banks,  with Bank of America, N.A., as Agent and
Central  Parking Corporation and certain affiliates.  (Incorporated by reference
to  the  Company's  Report  of  Form 10-Q for the quarter ended March 31, 2000.)

10.15      Amended  and Restated Credit Agreement dated as of June 16, 2000,
by  and  among  various  banks,  with  Bank F America, N.A. as Agent and Central
Parking  Corporation  and  certain  affiliates.  (Incorporated  by  reference to
Exhibit  10.15  to the Company's Annual Report on Form 10-K for the period ended
September  30,  2000.)

10.16      Letter  Amendment  to  the  Amended and Restated Credit Agreement
dated  as  of August 13, 2001, by and among various banks, with Bank of America,
N.A.,  as  Agent  and  Central  Parking  Corporation  and  certain  affiliates
(Incorporated  by  reference  to Exhibit 10.16 to the Company's Annual Report on
Form  10-K  for  the  period  ended  September  30,  2001).

10.17      Consulting  Agreement  dated  as  of  February  12,  1998, by and
between  Central  Parking Corporation and Lewis Katz. (Incorporated by reference
to  Exhibit  10.20  of  the  Company's  Report on Form 10-K for the period ended
September  30,  1999.)

10.18      Limited Partnership Agreement dated as of August 11, 1999, by and
between CPS of the Northeast, Inc. and Arizin Ventures, L.L.C.  (Incorporated by
reference  to  Exhibit 10.21 of the Company's Report on Form 10-K for the period
ended  September  30,  1999.)

10.19      Registration  Rights  Agreement dated as of February 12, 1998, by
and  among  Central  Parking  Corporation,  Lewis  Katz  and  Saul  Schwartz.
(Incorporated by reference to Exhibit 10.22 of the Company's Report on Form 10-K
for  the  period  ended  September  30,  1999.)

10.20      Shareholders' Agreement and Agreement Not to Compete by and among
Central Parking Corporation, Monroe J. Carell, Jr., Lewis Katz and Saul Schwartz
dated  as  of February 12, 1998.  (Incorporated by reference to Exhibit 10.23 of
the  Company's  Report  on  Form  10-K for the period ended September 30, 1999.)

10.21      Lease  Agreement  dated as of October 6, 1995, by and between The
Carell Family LLC and Central Parking System of Tennessee, Inc. (Alloway Parking
Lot).  (Incorporated  by  reference  to Exhibit 10.24 of the Company's Report on
Form  10-K  for  the  period  ended  September  30,  1999.)

10.22      First Amendment to Lease Agreement dated as of July     29, 1997,
by  and  between  The Carell Family LLC and Central Parking System of Tennessee,
Inc.  (Alloway Parking Lot).  (Incorporated by reference to Exhibit 10.25 of the
Company's  Report  on  Form  10-K  for  the  period  ended  September 30, 1999.)

10.23      Lease  Agreement  dated  as of October 6, 1995 by and between The
Carell  Family  LLC  and  Central  Parking System of Tennessee, Inc. (Second and
Church  Parking  Lot).  (Incorporated  by  reference  to  Exhibit  10.26  of the
Company's  Report  on  Form  10-K  for  the  period  ended  September 30, 1999.)

10.24      First  Amendment  to Lease Agreement dated as of October 6, 1995,
by  and  between  The Carell Family LLC and Central Parking System of Tennessee,
Inc.  (Second  and  Church  Parking Lot).  (Incorporated by reference to Exhibit
10.27  of  the  Company's Report on Form 10-K for the period ended September 30,
1999.)

10.25      Prospectus  and  offering document for 2,625,000 shares of Common
Stock  dated  February  17,  1998.  (Incorporated  by reference to the Company's
Registration  Statement  No.  233-23869  on  Form  S-3).

10.26      Transaction  Support  Agreement  by  Monroe  J.  Carell, Jr., the
Registrant,  Kathryn Carell Brown, Julia Carell Stadler and Edith Carell Johnson
to  Allright Holdings, Inc., Apollo Real Estate Investment Fund II, L.P. and AEW
Partners,  L.P.  dated September 21, 1998. (Incorporated by reference to Exhibit
2.1  to  the Company's Registration Statement No. 333-66081 filed on October 23,
1998).

10.30      Form  of Transaction Support Agreement by certain shareholders of
the  Registrant  to  Allright Holdings, Inc., Apollo Real Estate Investment Fund
II,  L.P.,  and  AEW  Partners, L.P., dated September 21, 1998. (Incorporated by
reference  to  Exhibit 2.1 to the Company's Registration Statement No. 333-66081
filed  on  October  23,  1998).

10.31      Form  of Transaction Support Agreement by certain shareholders of
Allright  Holdings,  Inc.  to  the Registrant and Central Merger Sub, Inc. dated
September  21,  1998. (Incorporated by reference to Exhibit 2.1 to the Company's
Registration  Statement  No.  333-66081  filed  on  October  23,  1998).

(b)  Reports  on  Form  8-K

     On  October  23,  2001,  the  Company  filed  a  current report on form 8-K
announcing  its  forecasted  operating  results for the fourth quarter of fiscal
2001,  incorporating  the  text  of  a  press  release  dated  October 15, 2001.

     On  November  27,  2001  the  Company  filed  a  current report on form 8-K
announcing  its  results  for  the  quarter  and  year ended September 30, 2001,
incorporating  the  text  of  a  press  release  on  that  date.


                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  Registrant  has duly caused this report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.

                                   CENTRAL  PARKING  CORPORATION


Date:     February  14,  2002                     By:  /s/  Hiram  A  Cox
         ----------------                              ------------------
                                                       Hiram  A.  Cox
                                                       Chief  Financial  Officer

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  in  the  capacities  and  on  the  dates  indicated.

      Signature                Title                                Date
      ---------               -----                                 ----

/s/  Hiram  A.  Cox        Chief  Financial  Officer         February  14,  2002
-------------------         (Principal Financial and
     Hiram A. Cox            Accounting  Officer)