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 March 31, 2002

                        Commission file number 001-13950



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



          Tennessee                               62-1052916
          ---------                               ----------
(State or Other Jurisdiction of      (I.R.S. Employer Identification No.)
 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 May 9, 2002
       -----------------------------                 --------------------------
       Common Stock, $0.01 par value                          35,926,271








<PAGE>


                                      INDEX

                           CENTRAL PARKING CORPORATION


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

Item  1.     Financial  Statements  (Unaudited)

     Condensed  consolidated  balance  sheets
     ---March  31,  2002  and  September  30,  2001                            3

     Condensed  consolidated  statements  of  earnings
     ---  three  and  six  months  ended  March  31,  2002  and  2001          4

     Condensed  consolidated  statements  of  cash  flows
     ---  six  months  ended  March  31,  2002  and  2001                      5

     Notes  to  condensed  consolidated  financial  statements                 6

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

Item  3.     Quantitative  and Qualitative Disclosure about Market Risk       22


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

Item  1.     Legal  Proceedings                                               22

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders      23

Item  6.     Exhibits  and  Reports  on  Form  8-K                            23


SIGNATURES                                                                    23
----------


















<PAGE>
PART  I.  FINANCIAL  INFORMATION
--------------------------------

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

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

<S>                                                                              <C>          <C>
                                                                                 March 31,    September 30,
                                                                                   2002           2001
ASSETS
Current assets:
 Cash and cash equivalents                                                       $   41,153   $       41,849
 Management accounts receivable                                                      38,440           32,613
 Accounts receivable - other                                                         12,702           16,149
 Current portion of notes receivable (including amounts due from partnerships,
   joint ventures and unconsolidated subsidiaries of $5,842 at March 31, 2002
   and $4,304 at September 30, 2001)                                                  8,311            6,836
 Prepaid expenses                                                                    12,103            6,939
 Deferred income taxes                                                                  259              259
                                                                                 -----------  ---------------
   Total current assets                                                             112,968          104,645

Notes receivable, less current portion                                               42,556           42,931
Property, equipment, and leasehold improvements, net                                410,333          415,405
Contract and lease rights, net                                                      115,192           88,094
Goodwill, net                                                                       251,506          250,630
Investment in and advances to partnerships, joint ventures
    and unconsolidated subsidiaries                                                  14,799           30,704
Other assets                                                                         55,984           54,472
                                                                                 -----------  ---------------
   Total Assets                                                                  $1,003,338   $      986,881
                                                                                 ===========  ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Current portion of long-term debt and capital lease obligations                 $   53,401   $       53,337
 Accounts payable                                                                    80,726           77,887
 Accrued expenses                                                                    25,650           24,997
 Management accounts payable                                                         22,904           20,541
 Income taxes payable                                                                11,618            7,134
                                                                                 -----------  ---------------
 Total current liabilities                                                          194,299          183,896

Long-term debt and capital lease obligations, less current portion                  206,210          208,885
Deferred rent                                                                        30,584           22,310
Deferred income taxes                                                                16,470           15,757
Minority interest                                                                    29,984           31,121
Other liabilities                                                                    33,258           33,466
                                                                                 -----------  ---------------
 Total liabilities                                                                  510,805          495,435
                                                                                 -----------  ---------------

Company-obligated mandatorily redeemable convertible securities of
 subsidiary holding solely parent debentures                                         81,555          110,000

Shareholders' equity:
 Common stock, $0.01 par value; 50,000,000 shares authorized,  35,886,847
   and 35,791,550 shares issued and outstanding at March 31, 2002 and
   September 30, 2001, respectively                                                     359              358
 Additional paid-in capital                                                         240,140          238,464
 Accumulated other comprehensive loss, net                                           (1,625)          (1,979)
 Retained earnings                                                                  172,809          145,308
 Shares held in trust                                                                  (705)            (705)
                                                                                 -----------  ---------------
 Total shareholders' equity                                                         410,978          381,446
                                                                                 -----------  ---------------
 Total Liabilities and Shareholders' Equity                                      $1,003,338   $      986,881
                                                                                 ===========  ===============
</TABLE>


See  accompanying  notes  to  condensed  consolidated  financial  statements.

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

Amounts  in  thousands,  except  per  share  data

<TABLE>
<CAPTION>

                                                                     Three months ended      Six months ended
                                                                          March 31,             March 31,
<S>                                                                  <C>        <C>        <C>        <C>
                                                                        2002       2001       2002       2001
Revenues:
 Parking                                                             $149,768   $148,848   $297,140   $300,525
 Management contract and other                                         29,366     25,186     58,945     51,074
                                                                     ---------  ---------  ---------  ---------
   Total revenues                                                     179,134    174,034    356,085    351,599
                                                                     ---------  ---------  ---------  ---------

Costs and expenses:
 Cost of parking                                                      130,510    126,730    258,480    250,695
 Cost of management contracts                                          13,331      9,777     25,340     19,999
 General and administrative                                            17,356     16,109     35,347     33,837
 Goodwill and non-compete amortization                                     98      3,001        216      6,002
                                                                     ---------  ---------  ---------  ---------
   Total costs and expenses                                           161,295    155,617    319,383    310,533
                                                                     ---------  ---------  ---------  ---------

Property-related gains (losses), net                                    3,025     (2,296)     7,033        481
                                                                     ---------  ---------  ---------  ---------

 Operating earnings                                                    20,864     16,121     43,735     41,547

Other income (expenses):
 Interest income                                                        1,458      1,425      2,810      2,979
 Interest expense                                                      (3,061)    (5,328)    (6,319)   (11,269)
 Dividends on Company-obligated mandatorily redeemable
   convertible securities of a subsidiary trust                        (1,259)    (1,471)    (2,730)    (2,943)
 Equity in partnership and joint venture earnings                         593      1,528      1,981      2,642
                                                                     ---------  ---------  ---------  ---------

Earnings before income taxes, minority interest, extraordinary item
 and cumulative effect of accounting change                            18,595     12,275     39,477     32,956

Income tax expense                                                     (6,404)    (4,492)   (13,643)   (12,704)
Minority interest, net of tax                                          (1,007)    (1,048)    (2,278)    (1,836)
                                                                     ---------  ---------  ---------  ---------
Earnings before extraordinary item and cumulative effect
 of accounting change                                                  11,184      6,735     23,556     18,416
Extraordinary item, net of tax                                          1,707         --      5,019         --
Cumulative effect of accounting change, net of tax                         --         --         --       (258)
                                                                     ---------  ---------  ---------  ---------

Net earnings                                                         $ 12,891   $  6,735   $ 28,575   $ 18,158
                                                                     =========  =========  =========  =========



Basic earnings per share:
 Earnings before extraordinary item and cumulative effect of
   accounting change                                                 $   0.31   $   0.19   $   0.66   $   0.51
 Extraordinary item, net of tax                                          0.05         --       0.14         --
 Cumulative effect of accounting change, net of tax                        --         --         --         --
                                                                     ---------  ---------  ---------  ---------
   Net earnings                                                      $   0.36   $   0.19   $   0.80   $   0.51
                                                                     =========  =========  =========  =========

Diluted earnings per share:
 Earnings before extraordinary item and cumulative effect of
   accounting change                                                 $   0.31   $   0.19   $   0.65   $   0.51
 Extraordinary item, net of tax                                          0.05         --       0.14         --
 Cumulative effect of accounting change, net of tax                        --         --         --      (0.01)
                                                                     ---------  ---------  ---------  ---------
   Net earnings                                                      $   0.36   $   0.19   $   0.79   $   0.50
                                                                     =========  =========  =========  =========
</TABLE>


See  accompanying  notes  to  condensed  consolidated  financial  statements.

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

Amounts  in  thousands

<TABLE>
<CAPTION>

                                                                                         Six months ended
                                                                                             March 31,
<S>                                                                                    <C>        <C>
                                                                                           2002       2001
Cash flows from operating activities:
  Net earnings                                                                         $ 28,575   $ 18,158
  Adjustments to reconcile net earnings to net cash provided by operating activities:
    Extraordinary item, net of tax                                                       (5,019)        --
    Depreciation and amortization                                                        17,082     21,421
    Equity in partnership and joint venture earnings                                     (1,981)    (2,642)
    Distributions from partnerships and joint ventures                                    2,697      2,295
    Net gains on property-related activities                                             (7,033)      (481)
    Deferred income tax expense                                                             379         19
    Minority interest                                                                     2,278      1,836
  Changes in operating assets and liabilities (net of acquisitions):
    Management accounts receivable                                                       (3,743)     1,467
    Accounts receivable - other                                                           4,013       (741)
    Prepaid expenses                                                                     (5,164)       646
    Other assets                                                                         (2,937)      (306)
    Accounts payable, accrued expenses and other liabilities                              2,726    (12,431)
    Management accounts payable                                                           1,925       (367)
    Deferred rent                                                                         8,274      1,346
    Income taxes payable                                                                  1,112     (5,572)
                                                                                       ---------  ---------
      Net cash provided by operating activities                                          43,184     24,648
                                                                                       ---------  ---------

Cash flows from investing activities:
  Proceeds from disposition of property and equipment                                    13,942     17,011
  Proceeds from sale of investment in partnership                                        18,399         --
  Purchase of property, equipment and leasehold improvements                            (12,922)   (15,637)
  Purchase of contract and lease rights                                                 (18,872)      (530)
  Acquisitions, net of cash acquired                                                    (17,628)        --
  Other investing activities                                                                 32      3,664
                                                                                       ---------  ---------
      Net cash (used) provided by investing activities                                  (17,049)     4,508
                                                                                       ---------  ---------

Cash flows from financing activities:
  Dividends paid                                                                         (1,075)    (1,085)
  Net borrowings under revolving credit agreement                                        23,500     12,550
  Principal repayments on notes payable and capital lease obligations                   (27,899)   (29,176)
  Payment to minority interest partners                                                  (3,563)    (3,114)
  Repurchase of common stock                                                               (488)    (9,960)
  Repurchase of mandatorily redeemable securities                                       (19,325)        --
  Proceeds from issuance of common stock and exercise of stock options                    2,165        560
                                                                                       ---------  ---------
      Net cash used by financing activities                                             (26,685)   (30,225)
                                                                                       ---------  ---------

Foreign currency translation                                                               (146)       175
                                                                                       ---------  ---------
  Net decrease in cash and cash equivalents                                                (696)      (894)
Cash and cash equivalents at beginning of period                                         41,849     43,214
                                                                                       ---------  ---------
Cash and cash equivalents at end of period                                             $ 41,153   $ 42,320
                                                                                       =========  =========
</TABLE>




See  accompanying  notes  to  condensed  consolidated  financial  statements.

<PAGE>
                           CENTRAL PARKING CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1)  BASIS  OF  PRESENTATION
     The  accompanying  unaudited condensed consolidated financial statements of
Central  Parking  Corporation  ("Central  Parking"  or  the "Company") have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United  States  of  America  and  pursuant  to  the rules and regulations of the
Securities  and  Exchange Commission. Accordingly, these financial statements do
not  include  all  of  the  information  and  footnotes  required  by accounting
principles  generally  accepted  in  the  United  States of America for complete
financial  statements.  In  the  opinion  of management, the unaudited condensed
consolidated  financial  statements reflect all adjustments considered necessary
for  a  fair  presentation, consisting only of normal and recurring adjustments.
All  significant  inter-company  transactions  have  been  eliminated  in
consolidation.  Operating  results  for the three and six months ended March 31,
2002  are not necessarily indicative of the results that may be expected for the
fiscal  year  ending  September 30, 2002. These condensed consolidated financial
statements  should  be  read  in  conjunction  with  the  consolidated financial
statements and footnotes thereto for the year ended September 30, 2001 (included
in  the  Company's  Annual Report on Form 10-K). Certain prior year amounts have
been  reclassified  to  conform  to  current  year  presentation.


(2)  ACQUISITIONS

     BUSINESS  COMBINATIONS
     The  Company completed the business combinations described below during the
six  months  ended  March  31,  2002.  Each acquisition was financed through the
Company's  existing  credit  facility  and was accounted for as a purchase.  The
operating  results  of the acquisitions have been included from their respective
dates  of acquisition.  Pro forma results for prior periods are not presented as
the  impact  of  acquisitions  to reported results are not significant.  The net
assets  acquired  and  liabilities  assumed  are  summarized  as  follows  (in
thousands):
<TABLE>
<CAPTION>

<S>                                                         <C>
Estimated fair value of tangible assets acquired            $ 5,542
Estimated fair value of intangible assets acquired           14,339
Purchase price in excess of net assets acquired (goodwill)      876
Estimated fair value of liabilities assumed                  (2,943)
                                                            --------
  Net purchase price                                         17,814
Cash acquired                                                  (186)
                                                            --------
    Net cash paid for acquisitions                          $17,628
                                                            ========
</TABLE>


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

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

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


<PAGE>
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 when such
termination occurs. The trade name is included as goodwill and is not subject to
amortization.  The contract rights will be amortized over 15 years, which is the
average  estimated life of the contracts including future renewals. The purchase
agreement  also  contained an incentive provision whereby the seller may receive
an additional payment of up to $2.3 million based on the earnings of USA Parking
for  the  twelve  months  ended  March  31, 2004. The incentive provision is not
conditional  upon  employment.  Any  amounts owed under this incentive provision
will  be  recorded  as  goodwill  in  the  period  incurred.

Universal  Park  Holdings
     On  October  1,  2001,  the  Company  purchased 100% of the common stock of
Universal Park Holdings ("Universal") for $535 thousand.  Universal provides fee
collection  and  related  services  for  state, local and national parks and had
contracts to provide these services to six parks in the western United States as
of the acquisition date.  The purchase price included $385 thousand paid in cash
at  closing and a $150 thousand commitment to be paid after one year, contingent
upon retention of acquired contracts.  The purchase resulted in goodwill of $619
thousand,  which  is not deductible for tax purposes.  This acquisition expanded
the  Company's  presence  in  the  municipal,  state  and national parks market.

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

LEASE  RIGHTS
     During the six months ended March 31, 2002, the Company purchased the lease
rights  for  three  locations in New York City from an unrelated third party for
$16.4  million  in  cash.  The lease rights will be amortized over the remaining
terms  of  the  individual  lease  agreements  which  range from 10 to 30 years.

     The  Company  had  previously  operated  each  of  these locations under an
agreement  entered  into  in September 1992. This agreement, which terminates in
August  2004,  initially  covered  approximately  80 locations; however, all but
seven  of  these locations had been extended or terminated as of March 31, 2002.
The  remaining  locations had revenues and operating income of approximately $14
million  and  $3  million,  respectively, in fiscal 2001. The Company intends to
enter  into  negotiations to extend the terms of these remaining locations prior
to  the  termination  of  the existing agreement. There can be no assurance that
these locations will be renewed or, if renewed, that the new agreements will not
have  substantially  different  terms.

     The  Company  is  entitled  to receive a termination fee, as defined in the
agreement, as the third party disposes of certain properties or renegotiates the
lease  agreements.  The termination fee is based on the earnings of the location
and  the  remaining duration of the agreement. During the six months ended March
31,  2002,  the Company received $8.4 million in termination fees related to the
three locations described above and two additional locations which were disposed
of during the period. These amounts have been recorded as deferred rent and will
be  amortized  through  August  2004  to offset the guaranteed rent payments due
under  the  original  agreement.


<PAGE>
(3)  EARNINGS  PER  SHARE
     Basic  earnings  per  share  excludes  dilution and is computed by dividing
income available to common shareholders by the weighted-average number of common
shares  outstanding  for  the  period.  Diluted  earnings per share reflects the
potential  dilution  that  could occur if securities or other contracts to issue
common  stock  were  exercised  or converted into common stock, or if restricted
shares  of  common  stock were to become fully vested.  The following table sets
forth  the  computation  of  basic  and  diluted  earnings  per  share:
<TABLE>
<CAPTION>

                                              Three months ended               Three months ended
                                                 March 31, 2002                   March 31, 2001
                                     ---------------------------------  ---------------------------------
<S>                                    <C>          <C>      <C>         <C>          <C>      <C>
                                         Income     Common                  Income    Common
                                        Available   Shares   Per Share    Available   Shares   Per Share
                                          ($000's)  (000's)    Amount      ($000's)   (000's)    Amount
                                       -----------  -------  ----------  -----------  -------  ----------
Basic earnings per share before
  extraordinary item                   $    11,184   35,775  $     0.31  $     6,735   35,702  $     0.19

Effect of dilutive stock and options:
    Stock option plan                           --      363          --           --      114          --
    Restricted stock plan                       --       --          --           --      149          --
                                       -----------  -------  ----------  -----------  -------  ----------

Diluted earnings per share before
  extraordinary item.                  $    11,184   36,138  $     0.31  $     6,735   35,965  $     0.19
                                       ===========  =======  ==========  ===========  =======  ==========
</TABLE>

<TABLE>
<CAPTION>
                                               Six months ended                  Six months ended
                                                 March 31, 2002                   March 31, 2001
                                     ---------------------------------  ---------------------------------
<S>                                    <C>          <C>      <C>          <C>          <C>      <C>
                                         Income     Common                  Income    Common
                                        Available   Shares   Per Share    Available   Shares   Per Share
                                          ($000's)  (000's)    Amount      ($000's)   (000's)    Amount
                                       -----------  -------  -----------  -----------  -------  ----------
Basic earnings per share before
  extraordinary item and cumulative
  effect of accounting change          $    23,556   35,765  $     0.66   $    18,416   35,857  $     0.51

Effect of dilutive stock and options:
    Stock option plan                           --      240       (0.01)           --      114          --
    Restricted stock plan                       --       --          --            --      148          --
                                       -----------  -------  -----------  -----------  -------  ----------

Diluted earnings per share before
  extraordinary item and cumulative
  effect of accounting change          $    23,556   36,005  $     0.65   $    18,416   36,119  $     0.51
                                       ===========  =======  ===========  ===========  =======  ==========
</TABLE>


     The  company-obligated  mandatorily redeemable securities of the subsidiary
trust have not been included in the diluted earnings per share calculation since
such  securities  are anti-dilutive. At March 31, 2002 and 2001, such securities
were  convertible  into  1,482,820  and  2,000,000  shares  of  common  stock,
respectively.  For  the  three  months ended March 31, 2002 and 2001, options to
purchase  529,246  and  1,762,869  shares,  respectively,  are excluded from the
diluted  common  shares  since they are anti-dilutive.  Also, for the six months
ended  March  31,  2002  and  2001, options to purchase 1,170,506, and 1,823,833
shares,  respectively,  are  excluded  since  they  are  anti-dilutive.


(4)  PROPERTY-RELATED  GAINS  (LOSSES),  NET
     The Company routinely disposes of or impairs owned properties and leasehold
improvements  due  to  various  factors,  including  economic  considerations,
unsolicited  offers  from  third  parties,  loss  of  contracts and condemnation
proceedings  initiated  by  local government authorities.  Leased properties are
also  periodically  evaluated  and  determinations may be made to sell or exit a
lease  obligation.  A summary of property-related gains and losses for the three
and  six  months  ended  March  31,  2002  and  2001  is  as  follows:
<TABLE>
<CAPTION>

                                            Three months ended     Six months ended
                                                   March 31,           March 31,
<S>                                            <C>      <C>       <C>       <C>
                                                 2002      2001      2002      2001
                                               -------  --------  --------  --------
Net (losses) gains on sale of property         $ (100)  $     4   $ 4,860   $ 5,519
Impairment charges for property, equipment
  and leasehold improvements                       (5)       --       (61)     (715)
Impairment charges for contract rights, lease
  rights and other intangible assets             (723)       --    (1,619)     (492)
Net gains on sale of partnership interests      3,853        --     3,853        --
Lease termination costs                            --    (2,300)       --    (3,831)
                                               -------  --------  --------  --------
Total property-related gains (losses), net     $3,025   $(2,296)  $ 7,033   $   481
                                               =======  ========  ========  ========
</TABLE>


     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 $3.9
million  which  is  included  as  a  property-related gain for the three and six
months  ended March 31, 2002.  Additionally, 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.  The Company wrote off
prepaid  rent  of  $0.7  million  during  the  three months ended March 31, 2002
related  to  a  condemned  location  in  New York City.  This was in addition to
write-offs  of  $0.9  million  of contract rights in the first quarter of fiscal
2002  for  locations  in  Houston,  Fort  Worth and San Diego that are no longer
operated  by  the  Company.

     The Company recognized $5.5 million of gains from property sales during the
six  months  ended  March 31, 2001. These gains primarily related to the sale of
properties  in  Chicago,  Birmingham and Toledo. Lease termination costs for the
six  months ended March 31, 2001, include $2.3 million which the Company accrued
to  exit  an  unfavorable  lease  in  New York City during the second quarter of
fiscal 2001 and $1.5 million which the Company paid to exit an unfavorable lease
in  Philadelphia  during  the  first  quarter of fiscal 2001. Impairment charges
during  the  six months ended March 31, 2001 comprised $0.7 million 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 impairment charges
reflects  a reduction in certain Allright-related intangible assets which are no
longer  of  value  to  the  Company.

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


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

     The  Company  was  required  to  adopt  the  provisions  of  SFAS  No.  141
immediately.  SFAS  No.  142  must  be  adopted  by  October 1, 2002, but may be
adopted  earlier.  The  Company has elected this early adoption as of October 1,
2001.  SFAS  No.  142 requires that the Company evaluate its existing intangible
assets and goodwill that were acquired in a prior purchase business combination,
and  to  make  any  necessary reclassifications in order to conform with the new
criteria in SFAS No. 141 for recognition apart from goodwill.  With the adoption
of SFAS No. 142, the Company has reassessed the useful lives and residual values
of  all  intangible  assets  acquired in purchase business combinations, and has
determined  that  no  amortization period adjustments are required.  As of March
31,  2002,  the Company has not identified any intangible assets with indefinite
useful  lives,  other  than  goodwill.

     The  transitional provisions of SFAS No. 142 require the Company to perform
an  assessment of whether there is an indication that goodwill is impaired as of
the  date  of  adoption.  To  accomplish  this,  the  Company  must identify its
reporting  units  and  determine  the  carrying  value of each reporting unit by
assigning  the  assets  and  liabilities,  including  the  existing goodwill and
intangible  assets,  to  those  reporting  units as of the date of adoption. The
Company  is  structured  into  geographical  segments.  Each segment consists of
several  cities  which report to a single senior vice president. For purposes of
allocating  and evaluating goodwill and intangible assets, the Company considers
each city to be a separate reporting unit. The Company has up to six months from
the  date  of  adoption  to  determine the fair value of each reporting unit and
compare  it  to  the reporting unit's carrying amount. To the extent a reporting
unit's  carrying  amount  exceeds  its fair value, an indication exists that the
reporting  unit's  goodwill  may  be  impaired  and the Company must perform the
second step of the transitional impairment test. In the second step, the Company
must compare the implied fair value of the reporting unit's goodwill, determined
by  allocating  the reporting unit's fair value to all of its assets (recognized
and  unrecognized)  and  liabilities  in  a  manner  similar to a purchase price
allocation  in  accordance  with  SFAS  No. 141, to its carrying amount, both of
which would be measured as of the date of adoption. This second step is required
to  be  completed  as soon as possible, but no later than the end of the year of
adoption.  Any transitional impairment loss will be recognized as the cumulative
effect  of  a  change  in  accounting  principle  in  the Company's statement of
earnings.  The  Company has completed step one and has identified from $3 to $20
million  of goodwill related to business units in Chicago and New Jersey that is
potentially  impaired.  The  Company  plans  to  complete the second step of the
goodwill  impairment  transition  testing  and  recognize any impairment charges
prior  to  the  end  of  the  current  fiscal  year.

     As  of  September  30, 2001, the Company's unamortized goodwill amounted to
$250.6  million and unamortized identifiable intangible assets amounted to $88.1
million, all of which were subject to the transition provisions of SFAS No. 142.
The  effects  of adoption of SFAS No. 142 on results of operations for the three
and  six  months  ended  March  31, 2002 and 2001, are as follows (in thousands,
except  per  share  data):
<TABLE>
<CAPTION>

                                              Three months      Six months
                                                  ended           ended
                                                March 31,        March 31,
<S>                                          <C>      <C>     <C>      <C>
                                               2002    2001     2002     2001
                                             -------  ------  -------  -------
Reported net earnings                        $12,891  $6,735  $28,575  $18,158
Add back: Goodwill amortization, net of tax       --   2,699       --    5,405
                                             -------  ------  -------  -------
Pro forma net earnings                       $12,891  $9,434  $28,575  $23,563
                                             =======  ======  =======  =======

Basic earnings per share:
  Reported net earnings                      $  0.36  $ 0.19  $  0.80  $  0.51
  Goodwill amortization                           --    0.07       --     0.15
                                             -------  ------  -------  -------
  Pro forma net earnings                     $  0.36  $ 0.26  $  0.80  $  0.66
                                             =======  ======  =======  =======

Diluted earnings per share:
  Reported net earnings                      $  0.36  $ 0.19  $  0.79  $  0.50
  Goodwill amortization                           --    0.07       --     0.15
                                             -------  ------  -------  -------
  Pro forma net earnings                     $  0.36  $ 0.26  $  0.79  $  0.65
                                             =======  ======  =======  =======
</TABLE>


     As  of March 31, 2002, the Company had the following amortizable intangible
assets  (in  thousands):
<TABLE>
<CAPTION>

<S>                            <C>        <C>            <C>
                                Gross
                               Carrying    Accumulated
                                Amount     Amortization    Net
                               ---------  -------------  --------
Amortizable intangible assets
    Contract and lease rights  $ 150,041  $      34,849  $115,192
    Noncompete agreements          2,575          1,997       578
                               ---------  -------------  --------
        Total                  $ 152,616  $      36,846  $115,770
                               =========  =============  ========
</TABLE>

     Amortization  expense  related  to  the  contract  rights  and  noncompete
agreements  was $2,662,000 and $98,000, respectively, for the three months ended
March  31,  2002,  and $5,036,000 and $216,000, respectively, for the six months
ended  March  31,  2002.

     In  accordance  with SFAS No. 142, the Company assigned its goodwill to its
various  reporting units during the second quarter of fiscal 2002. The following
table  reflects  this  assignment by reported segment as of October 1, 2001, and
the  changes in the carrying amounts for the six months ended March 31, 2002 (in
thousands):
<TABLE>
<CAPTION>

<S>                            <C>     <C>       <C>      <C>    <C>     <C>      <C>     <C>
                                One      Two      Three    Four   Five    Six      Other   Total
                               ------  --------  -------  -----  ------  -------  ------  --------
Balance as of October 1, 2001  $5,829  $194,784  $13,227  $ 831  $5,660  $30,299  $   --  $250,630
Acquired during the period        619        --       --     --      --       --     257       876
                               ------  --------  -------  -----  ------  -------  ------  --------
Balance as of March 31, 2002   $6,448  $194,784  $13,227  $ 831  $5,660  $30,299  $  257  $251,506
                               ======  ========  =======  =====  ======  =======  ======  ========
</TABLE>


<PAGE>
(6)  LONG-TERM  DEBT
     In  March  1999,  the  Company  entered into a credit facility (the "Credit
Facility")  initially  providing  for  an  aggregate  availability of up to $400
million  consisting  of  a  five-year  $200  million  revolving  credit facility
including  a  sub-limit of $40 million for standby letters of credit, and a $200
million five-year term loan.  The Credit Facility bears interest at LIBOR plus a
grid-based margin dependent upon the Company achieving certain financial ratios.
The  amount  outstanding  under the Company's Credit Facility was $236.5 million
with  a  weighted  average interest rate of 3.3% as of March 31, 2002, including
the  principal  amount  of  the  term  loan of $100.0 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 $40.0 million at March
31,  2002,  which  is  net  of $23.5 million of stand-by letters of credit.  The
Credit  Facility  contains covenants including those that require the Company to
maintain  certain  financial ratios, restrict further indebtedness and limit the
amount  of  dividends  paid.  The  two primary ratios are a leverage ratio and a
fixed  charge  coverage  ratio.  Quarterly compliance is calculated using a four
quarter  rolling  methodology  and  measured  against  certain  targets.

     The  Company is required to maintain the aforementioned financial covenants
under  the Credit Facility as of the end of each fiscal quarter. The Company was
in  compliance  with  these  financial  covenants as of March 31, 2002; however,
there  can  be  no  assurance that the Company will be in compliance with one or
more  of  these covenants in future quarters.  The Company continues to evaluate
various financing alternatives, including sale/leaseback opportunities, mortgage
financing and repurchases of its mandatory redeemable convertible securities, as
it  seeks  to  optimize  the  rate,  duration  and  mix  of  its  debt.


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

     On  March  30, 2002 the Company repurchased 500,000 shares of its Preferred
Securities  for  $9.3  million.  On  December  28, 2001, the Company repurchased
637,795 shares of the Preferred Securities for $10.0 million.  For the three and
six months ended March 31, 2002, these transactions resulted in an extraordinary
gain  of  $1.7  and $5.0 million, net of a writedown of a proportionate share of
the  related deferred finance costs of $0.3 and $0.8 million and income taxes of
$1.1  and  $3.3  million,  respectively.

(8)  SUPPLEMENTAL  CASH  FLOW  INFORMATION
     Non-cash  transactions  and  cash  paid  for interest and taxes for the six
months  ended  March  31,  2002  and  2001,  were  as  follows  (in  thousands):

<TABLE>
<CAPTION>

                                                        Six months ended
                                                             March 31,
<S>                                                      <C>       <C>
                                                            2002      2001
                                                         --------  -------
Non-cash transactions:
    Issuance of restricted stock                         $    12   $    23
    Purchase of equipment with capital lease             $   646   $    --
    Unrealized (gain) loss on fair value of derivatives  $  (500)  $ 1,386

Cash paid for interest                                   $ 6,061   $ 9,818
Cash paid for income taxes                               $11,933   $17,785
</TABLE>


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

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

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

     In  June  1998,  FASB  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments and Hedging Activities. SFAS No. 133 established reporting standards
for derivative instruments, including certain derivative instruments embedded in
other  contracts.  In  June 2000, SFAS No. 138 Accounting for Certain Derivative
Instruments  and  Certain Hedging Activities, an Amendment of FASB Statement No.
133,  was  issued  clarifying  the  accounting  for  derivatives  under  the new
standard.

     On  October  1,  2000,  the Company prospectively adopted the provisions of
SFAS  No.  133  and  SFAS  No.  138,  which  resulted  in the recording of a net
transition  loss of $380 thousand, net of related income taxes of $253 thousand,
in  accumulated  other  comprehensive  loss.  Under  SFAS  No.  133, the Company
recognizes  all  derivatives  as  either assets or liabilities, measured at fair
value,  in  the  statement of financial position.  Prior to adoption of SFAS No.
133 and SFAS No. 138, the Company recorded interest rate cap instruments at cost
and  amortized  these  costs  into  interest  expense  over the terms of the cap
agreements.  Amounts  received  under  the  cap agreements were recorded against
interest  expense.  Amounts  paid  or  received  under  the swap agreements were
recorded  as  increases  or decreases to interest expense.  The adoption of SFAS
No.  133 and SFAS No. 138 resulted in the Company reducing derivative instrument
assets  by  $280  thousand  and recording $353 thousand of derivative instrument
liabilities.

     At  March  31, 2002, 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>

                                      March 31, 2002    September 30, 2001
<S>                                 <C>         <C>     <C>         <C>
                                    Amortized   Fair    Amortized   Fair
                                       Cost     Value      Cost     Value
                                    ----------  ------  ----------  ------
Derivative instrument assets:
  Interest rate caps                $      351  $   42  $      440  $   63

Derivative instrument liabilities:
  Interest rate swaps               $       --  $2,209  $       --  $2,975
</TABLE>

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

     During  the  three  and  six  months  ended  March  31,  2002,  the Company
recognized  unrealized  gains  of  $272  and $500 thousand, respectively, net of
related  income  tax  expense  of  $182  and  $334  thousand,  respectively,  in
accumulated  other  comprehensive  loss.  During  the three and six months ended
March  31,  2001,  the Company recognized unrealized losses of $513 thousand and
$1.4  million, respectively, net of related income tax benefits of $342 and $671
thousand,  respectively,  in  accumulated  other comprehensive loss. The Company
decreased  derivative  instrument  assets  by $91 and $21 thousand and decreased
derivative  instrument  liabilities  by $501 and $766 thousand for the three and
six  months ended March 31, 2002, respectively. The Company decreased derivative
instrument  assets by $101 and $237 thousand and increased derivative instrument
liabilities by $798 thousand and $1.5 million for the three and six months ended
March  31,  2001,  respectively.


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


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

     In  April  2002, the FASB issued SFAS No. 145, Recission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections.  Among  other  provisions,  the  Statement  rescinds  SFAS  No.  4,
Reporting  Gains and Losses from Extinguishment of Debt, which requires that all
gains  and  losses  on  extinguishment of debt be classified as an extraordinary
item, net of tax, on the face of the income statement.  Under SFAS No. 145, such
gains and losses will be included in interest expense for all periods presented.
The  Statement  is  effective for all fiscal years beginning after May 15, 2002,
but  may  be  adopted  earlier.  The  Company  has  recognized  gains  from
extinguishment  of  debt  of  $8.3 million (excluding income tax expense of $3.3
million)  during the six months ended March 31, 2002, which will be reclassified
as  a reduction of interest expense (and an increase in income tax expense) once
the statement is adopted.  The other provisions of SFAS No. 145 are not expected
to  have  a  material  effect  on  the  Company's  financial  statements.


(12) COMMITMENTS  AND  CONTINGENCIES
     The Company entered into a partnership agreement effective June 1, 2000, to
operate  certain  locations  in Puerto Rico.  The Company is the general partner
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 probable that one of these
options  will be exercised and, accordingly, has included this commitment on its
balance  sheet  in  other  liabilities.


(13) COMPREHENSIVE  INCOME
     Comprehensive  income for the three and six months ended March 31, 2002 and
2001,  was  as  follows  (in  thousands):
<TABLE>
<CAPTION>
                                                      Three months         Six months
                                                     ended March 31,      ended March 31,
<S>                                                 <C>       <C>      <C>       <C>
                                                       2002     2001      2002      2001
                                                    --------  -------  --------  --------
Net earnings                                        $12,891   $6,735   $28,575   $18,158
Gain (loss) on fair value of derivatives                272     (513)      500    (1,386)
Foreign currency cumulative translation adjustment     (146)     184      (146)      175
                                                    --------  -------  --------  --------
Comprehensive income                                $13,017   $6,406   $28,929   $16,947
                                                    ========  =======  ========  ========
</TABLE>


(14) BUSINESS  SEGMENTS
     The  Company  is  managed  based  on  segments  administered by senior vice
presidents.  These  segments  are  generally  organized  geographically,  with
exceptions  depending  on  the  needs  of  specific  regions.  The following are
summaries  of  revenues and operating earnings of each segment for the three and
six  months  ended  March  31, 2002 and 2001, as well as identifiable assets for
each segment as of March 31, 2002 and 2001. During fiscal year 2002, the Company
realigned certain locations among segments. All prior year segment data has been
reclassified  to  conform  to  the  new  segment  alignment.

<TABLE>
<CAPTION>

                                  Three months         Six months
                                 ended March 31,     ended March 31,
<S>                           <C>       <C>       <C>       <C>
                                  2002      2001      2002      2001
Revenues:
  Segment One                 $ 17,870  $ 15,446  $ 36,315  $ 31,813
  Segment Two                   74,666    76,060   148,643   155,112
  Segment Three                 25,474    25,901    50,490    50,101
  Segment Four                  13,715    14,466    27,387    28,174
  Segment Five                  21,502    21,638    43,222    43,850
  Segment Six                   19,830    18,858    38,704    38,828
  Other                          6,077     1,665    11,324     3,721
                              --------  --------  --------  --------
    Total revenues            $179,134  $174,034  $356,085  $351,599
                              ========  ========  ========  ========

Operating earnings:
  Segment One                 $    579  $    521  $  1,297  $  2,534
  Segment Two                    5,836     3,107    13,269    10,880
  Segment Three                  3,148     2,903     6,565     6,050
  Segment Four                   1,915     2,554     3,841     4,042
  Segment Five                   2,306     2,616     5,060     5,302
  Segment Six                    1,987       737     4,335     3,110
  Other                          5,093     3,683     9,368     9,629
                              --------  --------  --------  --------
    Total operating earnings  $ 20,864  $ 16,121  $ 43,735  $ 41,547
                              ========  ========  ========  ========
</TABLE>

<TABLE>
<CAPTION>
                           As of March 31,

<S>                   <C>         <C>
                            2002      2001
Identifiable assets:
  Segment One         $   18,498  $ 20,371
  Segment Two            379,464   354,779
  Segment Three           37,720    34,091
  Segment Four            35,407    27,876
  Segment Five            24,306    23,579
  Segment Six             44,484    46,777
  Other                  463,459   490,002
                      ----------  --------
    Total assets      $1,003,338  $997,475
                      ==========  ========
</TABLE>


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

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

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

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

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

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

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


(15) SUBSEQUENT  EVENTS
     In  April  2002, the Company purchased four properties in Atlanta for $16.5
million, including acquisition costs.  The purchase was funded through two notes
payable.  The  notes  require the Company to make monthly interest payments at a
weighted  average  rate  of  one-month  LIBOR  plus 157.5 basis points, with the
principal  balance  due  in  April  2007.


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,  implementing  technology  systems, synchronizing
business  processes  and  efficiently  integrating  facilities,  marketing,  and
operations;

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

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

  -  fluctuations  in 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, terrorist attacks, restrictions imposed on
travel  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.


OVERVIEW
     The  Company operates parking facilities under three types of arrangements:
leases,  fee  ownership,  and  management  contracts.  As of March 31, 2002, the
Company  operated  1,792 parking facilities through management contracts, leased
1,896 parking facilities, and owned 210 parking facilities, either independently
or  in  joint ventures with third parties.  Parking revenues consist of revenues
from  leased  and  owned  facilities. Cost of parking relates to both leased and
owned  facilities  and includes rent, payroll and related benefits, depreciation
(if  applicable),  maintenance,  insurance,  and  general  operating  expenses.
Management  contract  and  other revenues consist of management fees (both fixed
and  performance  based)  and  fees  for  ancillary  services such as insurance,
accounting,  equipment leasing, and consulting. The cost of management contracts
includes  insurance  premiums  and  claims  and  other  indirect  overhead.

     Parking  revenues from owned properties amounted to $16.8 and $18.6 million
for  the  three months ended March 31, 2002 and 2001, respectively, representing
11.2%  and  12.5%  of total parking revenues for the respective periods. For the
six months ended March 31, 2002 and 2001, parking revenues from owned properties
were  $33.6  and  $36.5  million,  respectively, representing 11.3% and 12.1% 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 $133.0 and $130.2
million  for  the  three months ended March 31, 2002 and 2001, respectively, and
$263.5  and  $264.0  million  for  the six months ended March 31, 2002 and 2001,
respectively.  Parking  revenues  from leased facilities accounted for 88.8% and
87.5%  of  total  parking revenues for the three months ended March 31, 2002 and
2001,  respectively,  and  88.7% and 87.9% of total parking revenues for the six
months  ended  March  31,  2002  and  2001,  respectively.  The Company's leases
generally  require  the  payment  of  a  fixed amount of rent, regardless of the
profitability of the parking facility. In addition, many leases also require the
payment  of  a  percentage  of  gross revenues above specified threshold levels.
Generally  speaking,  leased facilities require a longer commitment and a larger
capital  investment  to  the  Company  and represent a greater risk than managed
facilities  but  provide  a greater opportunity for long-term growth in revenues
and  profits.  The  cost of parking includes rent, payroll and related benefits,
depreciation,  maintenance, insurance, and general operating expenses. Under its
leases,  the  Company  is  typically  responsible  for all facets of the parking
operations,  including pricing, utilities, and ordinary and routine maintenance,
but  is  generally  not  responsible  for  structural,  mechanical or electrical
maintenance  or  repairs. Lease arrangements are typically for terms of three to
ten years, with a renewal term, and generally provide for increases in base rent
based  on  indices,  such  as  the  Consumer  Price  Index, or on pre-determined
amounts.

     Management  contract and other revenues amounted to $29.4 and $25.2 million
for  the three months ended March 31, 2002 and 2001, respectively, and $58.9 and
$51.1  million  for  the six months ended March 31, 2002 and 2001, respectively.
The Company's responsibilities under a management contract as a facility manager
include  hiring,  training,  and  staffing  parking  personnel,  and  providing
collections,  accounting,  record  keeping,  insurance,  and  facility marketing
services.  In  general,  the  Company  is  not  responsible under its management
contracts  for  structural, mechanical, or electrical maintenance or repairs, or
for  providing  security  or  guard  services  or  for paying property taxes. In
general,  management  contracts  are  for  terms  of  one to three years and are
renewable  for  successive  one-year  terms,  but are cancelable by the property
owner on short notice. With respect to insurance, the Company's clients have the
option  of  obtaining  liability  insurance  on  their own or having the Company
provide  insurance  as  part  of  the  services  provided  under  the management
contract.  Because  of  the  Company's  size  and  claims experience, management
believes  it  can  purchase  such  insurance  at  lower rates than the Company's
clients can generally obtain on their own. Accordingly, the Company historically
has  generated profits on the insurance provided under its management contracts.


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

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

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

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

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

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


RESULTS  OF  OPERATIONS

Three  Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

     Parking  revenues for the second quarter of fiscal 2002 increased to $149.8
million from $148.8 million in the second quarter of fiscal 2001, an increase of
$1.0 million, or 0.6%.  The increase primarily resulted from the USA Parking and
Park One of Louisiana acquisitions, which added $2.2 million of parking revenues
during  the  quarter.  This  was offset by a decrease of $1.1 million in parking
revenues  in  the  New  York area.  Revenues from foreign operations amounted to
approximately  $9.2  million  for  each of the quarters ended March 31, 2002 and
2001.

     Management  contract  and  other  revenues for the second quarter of fiscal
2002  increased to $29.4 million from $25.2 million in the same period of fiscal
2001,  an  increase  of  $4.2 million, or 16.6%. The aforementioned acquisitions
added $1.5 million of management contract and other revenues during the quarter,
with  the  remainder  of  the  increase  resulting  from  new  business  growth.

     Cost  of  parking in the second quarter of 2002 increased to $130.5 million
from  $126.7 million in the second quarter of 2001, an increase of $3.8 million,
or  3.0%. This increase was due primarily to a $2.6 million, or 3.6% increase in
rent  expense  due  to  contractual  increases,  and  a $1.4 million increase in
depreciation  and  amortization due to the addition of $33.2 million of contract
rights  since  the  start  of  the  fiscal year. Rent expense as a percentage of
parking  revenues  increased  to  49.5% during the quarter ended March 31, 2002,
from  48.1%  in  the  quarter ended March 31, 2001. Payroll and benefit expenses
were  18.5%  of  parking  revenues  during  the second quarter of fiscal 2002 as
compared  to  17.7%  in  the  comparable prior year period. Cost of parking as a
percentage  of  parking  revenues  increased  to  87.1% in the second quarter of
fiscal 2002 from 85.1% in the second quarter of fiscal 2001. The increase is due
to  the  inability  of  the Company to reduce the fixed expense component of its
cost  structure  to  match the lower parking revenues resulting from the slowing
economy  and  the  September  11,  2001,  terrorist  attacks.

     Cost of management contracts in the second quarter of fiscal 2002 increased
to $13.3 million from $9.8 million in the comparable period in 2001, an increase
of  $3.5  million,  or  36.4%.  The  increase in cost was primarily caused by an
increase  in workers compensation and health insurance costs. Cost of management
contracts as a percentage of management contract and other revenues increased to
45.4%  for  the  second fiscal quarter of 2002 from 38.8% for the same period in
2001,  due  to  the  increase  in  the  aforementioned  items.

     General  and  administrative  expenses  increased  to $17.4 million for the
second quarter of fiscal 2002 from $16.1 million in the second quarter of fiscal
2001,  an  increase  of $1.3 million, or 7.7%. This increase is primarily due to
the acquisitions of USA Parking System, Universal Parking System, Lexis Systems,
and  Park  One  of  Louisiana  during  the  current  fiscal  year.  General  and
administrative  expenses as a percentage of total revenues increased to 9.7% for
the  second  quarter  of  fiscal 2002 compared to 9.3% for the second quarter of
fiscal  2001.

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

     Net  property-related  gains  for  the  three  months  ended March 31, 2002
increased  to  $3.0  million from net property-related losses of $2.3 million in
the  comparable  period in the prior year.  The Company sold its interest in the
Civic partnership during January 2002, which resulted in a gain of $3.9 million.
This  gain  was  offset by $0.7 million of prepaid rent related to a location in
New  York  City  which  was  written  off  due  to condemnation of the lot.  The
Company's property-related losses for the three months ended March 31, 2001 were
primarily  comprised  of  a  $2.3  million  charge  for  early termination of an
unfavorable  lease.

     Interest  income increased to $1.5 million for the second quarter of fiscal
2002 from $1.4 million in the second quarter of fiscal 2001, an increase of $0.1
million,  or  2.3%.

     Interest  expense and dividends on Company-obligated mandatorily redeemable
convertible  securities  of a subsidiary trust decreased to $4.3 million for the
second  quarter of fiscal 2002 from $6.8 million in the second quarter of fiscal
2001,  a  decrease  of  $2.5  million,  or  36.5%.  This  decrease was primarily
attributable  to the lower amount of overall debt outstanding during the current
quarter,  coupled  with  lower  interest  rates.  The  weighted  average balance
outstanding  for  the  Company's debt obligations and convertible securities was
$377.9  million  during  the quarter ended March 31, 2002, at a weighted average
interest  rate of 4.5% compared to $403.3 million during the quarter ended March
31,  2001  at  an  average  interest  rate  of  6.6%.

     Income  taxes  increased  to  $6.4 million for the second quarter of fiscal
2002 from $4.5 million in the second quarter of fiscal 2001, an increase of $1.9
million,  or 42.6%. The effective tax rate for the second quarter of fiscal 2002
was  34.4%  compared  to  36.6%  for the second quarter of fiscal 2001. Goodwill
amortization  recognized in previous periods was primarily nondeductible for tax
purposes.  With  the  adoption  of  SFAS No. 142 in October 2001, the Company no
longer  amortizes  goodwill, resulting in a reduction of its effective tax rate.

     The  Company recognized an extraordinary gain of $1.7 million, net of taxes
of  $1.1  million,  during  the  three  months  ended  March 31, 2002 due to the
repurchase  of 500,000 shares of its mandatorily redeemable preferred securities
(the  "Preferred  Securities")  for  $9.3  million.


<PAGE>
Six  Months  Ended  March  31,  2002 Compared to Six Months Ended March 31, 2001

     Parking  revenues  for  the  first  half of fiscal 2002 decreased to $297.1
million from $300.5 million in the first half of fiscal 2001, a decrease of $3.4
million,  or  1.1%.  The  decrease  primarily  resulted  from the effects of the
September 11, 2001, terrorist attacks, which resulted in a $6.5 million decrease
in  New  York  region revenues. This was partially offset by $3.4 million of new
parking  revenues  from  the  USA  Parking  System  and  Park  One  of Louisiana
acquisitions.  Revenues  from foreign operations amounted to approximately $19.1
and  $17.9  million  for  the  six-month  periods ended March 31, 2002 and 2001,
respectively.

     Management  contract  and  other revenues for the first half of fiscal 2002
increased to $58.9 million from $51.1 million in the same period of fiscal 2001,
an  increase of $7.8 million, or 15.4%. The increase resulted primarily from the
addition of USA Parking System and Park One of Louisiana.  This increase is also
partially  attributable  to  certain  locations that were previously operated as
leases  and  are  now  operated  as  management  contracts.

     Cost  of parking in the first half of 2002 increased to $258.5 million from
$250.7  million in the first half of 2001, an increase of $7.8 million, or 3.1%.
This  increase  was  due  primarily to a $5.0 million, or 3.5%, increase in rent
expense  due  to  contractual  increases  and new agreements, and a $2.4 million
increase  in  depreciation and amortization due to the addition of $33.2 million
of  contract rights since the start of the fiscal year.  Rent as a percentage of
parking  revenues  increased to 49.8% in the first six months of 2002 from 47.6%
in  the same period of 2001.  Payroll and benefit expenses were 18.7% of parking
revenues  during  the  first  half  of  fiscal  2002  compared  to  17.9% in the
comparable  prior  year  period.  Cost  of  parking  as  a percentage of parking
revenues  increased  to 87.0% in the first half of fiscal 2002 from 83.4% in the
first  half  of  fiscal  2001  due to the inability of the Company to reduce the
fixed  expense  component  of  its  cost  structure  to  match its lower parking
revenues  resulting  from  the  slowing  economy  and  the  September  11, 2001,
terrorist  attacks.

     Cost  of  management contracts in fiscal first half 2002 increased to $25.3
million from $20.0 million in the comparable period in 2001, an increase of $5.3
million,  or  26.7%.  The  increase  in cost reflects higher medical and workers
compensation  claims  by  employees,  both  in  total  and  as  a  percentage of
management  contract  revenue.  Cost  of management contracts as a percentage of
management  contract and other revenues increased to 43.0% for the first half of
fiscal  2002  from  39.2%  for  the same period in 2001, primarily due to rising
insurance  costs.

     General  and  administrative  expenses  increased  to $35.3 million for the
first six months of fiscal 2002 from $33.8 million in the first half of 2001, an
increase  of  $1.5  million,  or  4.5%.  This  increase  is due primarily to the
business  acquisitions  completed  in the first half of fiscal 2002. General and
administrative  expenses as a percentage of total revenues increased to 9.9% for
the  first  half  of  fiscal  2002 compared to 9.6% for the first half of fiscal
2001.

     Goodwill  and non-compete amortization for the six-month period ended March
31,  2002 decreased to $0.2 million from $6.0 million in the same period in 2001
due  to  the  adoption  of  SFAS  No.  142,  effective  October  1,  2001.

     Net property-related gains for the six months ended March 31, 2002 amounted
to  $7.0  million  compared  to $0.5 million for the comparable period in fiscal
2001.  Current  year  gains  include $4.6 million from the sale of a property in
Houston  and  $3.9  million  from  the  sale  of the Company's Civic partnership
interest,  offset by $1.6 million of impairment charges for condemned locations.
For  the  same  period in fiscal 2001, gains on sale of property of $5.5 million
were  offset  by  impairment  charges  for leasehold improvements and intangible
assets  totaling  $1.2  million  and  lease termination charges of $3.8 million.

     Interest income decreased to $2.8 million for the first half of fiscal 2002
from  $3.0 million in the first half of fiscal 2001, a decrease of $0.2 million,
or  5.7%.

     Interest  expense and dividends on Company-obligated mandatorily redeemable
convertible  securities  of a subsidiary trust decreased to $9.0 million for the
first half of fiscal 2002 from $14.2 million in the first half of fiscal 2001, a
decrease  of  $5.2  million,  or  36.3%.  This  decrease in interest expense was
primarily  attributable  to lower overall outstanding debt balances coupled with
lower  interest  rates  during  the  period.  The  weighted  average  balance
outstanding  under  such credit facilities and convertible securities was $382.7
million  during the six-month period ended March 31, 2002, at a weighted average
interest  rate  of  4.6% compared to $403.5 million during the same period ended
March  31,  2001  at  an  average  interest  rate  of  6.8%.


<PAGE>
     Income  taxes,  excluding  the  extraordinary item and cumulative effect of
accounting  change, increased to $13.6 million for the first half of fiscal 2002
from $12.7 million in the first six months of 2001, an increase of $0.9 million,
or  7.4%.  The  effective  tax rate for the first half of fiscal 2002 was 34.6%,
compared  to  38.5%  for  the  first  half of fiscal 2001. Goodwill amortization
recognized  in  previous  periods  was  nondeductible for tax purposes. With the
adoption  of  SFAS  No.  142  in  October  2001, the Company no longer amortizes
goodwill,  resulting  in  a  reduction  of  its  effective  tax  rate.

     The  Company recognized an extraordinary gain of $5.0 million, net of taxes
of  $3.3  million,  during  the  six  months  ended  March  31, 2002, due to the
repurchase  of  1,137,795  shares of its Preferred Securities for $19.3 million.

     The  Company  recognized a loss from the cumulative effect of an accounting
change of $258 thousand, net of tax, during the six months ended March 31, 2001.
This  loss  resulted  from  the  adoption  of Staff Accounting Bulletin No. 101,
Revenue  Recognition  in  Financial  Statements,  as  of  October  1,  2000.


LIQUIDITY  AND  CAPITAL  RESOURCES
     Operating  activities  for the six months ended March 31, 2002 provided net
cash  of  $43.2 million, compared to $24.6 million of cash provided by operating
activities  for  the  six  months  ended  March  31, 2001. Net earnings of $28.6
million  and  depreciation  and  amortization  of  $17.1 million, along with net
decreases  in  operating  assets  and  net  increases  in  operating liabilities
totaling  $6.2  million  were  offset by $12.1 million of non-operating gains to
account for the majority of the cash provided by operating activities during the
first  six  months  of  fiscal  2002.

     Investing  activities for the six months ended March 31, 2002 used net cash
of  $17.0 million, compared to net cash provided by investing activities of $4.5
million  for  the  same period in the prior year. Acquisitions of $17.6 million,
purchases of contract and lease rights of $18.9 million and capital expenditures
of  $12.9  million,  offset by proceeds of $32.3 million from the disposition of
property and equipment, accounted for the majority of the cash used by investing
activities  in  the  first  six months of fiscal 2002. Proceeds of $17.0 million
from  the  disposition  of  property  and  equipment  and  $2.8  million  of net
collections  on notes receivable, offset by the purchase of property, equipment,
leasehold  improvements,  and  contract  rights of $16.2 million account for the
majority of the cash provided by investing activities in the first six months of
fiscal  2001.

     Financing  activities for the six months ended March 31, 2002 used net cash
of  $26.7  million,  compared  to  $30.2 million in the same period in the prior
year.  Principal  repayments on notes payable of $27.9 million and repurchase of
mandatorily  redeemable  preferred  securities  of  $19.3 million, offset by net
borrowings  under  the  revolving  credit agreement of $23.5 million comprised a
majority of the cash used by financing activities for the six months ended March
31, 2002. Principal repayments on notes payable and capital lease obligations of
$29.2 million and the repurchase of $10.0 million of common stock, offset by net
borrowings  under the revolving credit facility of $12.6 million account for the
majority  of  the  cash used by financing activities during the six months ended
March  31,  2001.

     In  March  1999,  the  Company  entered into a credit facility (the "Credit
Facility")  initially  providing  for  an  aggregate  availability of up to $400
million  consisting  of  a  five-year  $200  million  revolving  credit facility
including  a  sub-limit of $40 million for standby letters of credit, and a $200
million five-year term loan.  The Credit Facility bears interest at LIBOR plus a
grid-based margin dependent upon the Company achieving certain financial ratios.
The  amount  outstanding  under the Company's Credit Facility was $236.5 million
with  a  weighted  average interest rate of 3.3% as of March 31, 2002, including
the  principal  amount  of  the  term  loan of $100.0 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 $40.0 million at March
31,  2002,  which  is  net  of $23.5 million of stand-by letters of credit.  The
Credit  Facility  contains covenants including those that require the Company to
maintain  certain  financial ratios, restrict further indebtedness and limit the
amount  of  dividends  paid.

     The  Company is required to maintain the aforementioned financial covenants
under  the Credit Facility as of the end of each fiscal quarter. The Company was
in  compliance  with  these  financial  covenants as of March 31, 2002; however,
there  can  be  no  assurance that the Company will be in compliance with one or
more  of  these covenants in future quarters.  The Company continues to evaluate
various financing alternatives, including sale/leaseback opportunities, mortgage
financing and repurchases of its mandatory redeemable convertible securities, as
it  seeks  to  optimize  the  rate,  duration  and  mix  of  its  debt.


<PAGE>
     If the Company identifies investment opportunities requiring cash in excess
of  the  Company's  cash  flows  and  the  Credit Facility, the Company may seek
additional  sources  of capital, including seeking to further amend the existing
credit  facility  to  obtain  additional indebtedness. The Allright Registration
Rights  Agreement, as noted under the caption "Risk Factors" in the Management's
Discussion and Analysis of Financial Condition and Results of Operations section
of  the  Company's  Annual  Report on Form 10-K for the year ended September 30,
2001,  provided  certain limitations and restrictions upon the Company's ability
to  issue  new  shares  of  the  Company's common stock. While a large number of
shares  of  common  stock issued in the Allright Merger are still subject to the
Registration  Rights  Agreement,  the  restrictions  on the Company's ability to
issue  new  shares  of  the  Company's  common  stock  expired in February 2002.

     Depending  on  the timing and magnitude of the Company's future investments
(either  in  the  form  of  leased  or  purchased properties, joint ventures, or
acquisitions),  the  working capital necessary to satisfy current obligations is
anticipated  to  be  generated  from  operations  and  from the Company's Credit
Facility  over  the  next twelve months. In the ordinary course of business, the
Company is required to maintain and, in some cases, make capital improvements to
the  parking  facilities  it  operates.

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  March  31,  2002,  the  Company had repurchased 1.6 million shares of common
stock  at  a total cost of $28.0 million (average cost of $17.74 per share).  As
of  March  31,  2002,  the  Company  had  repurchased  1.1 million shares of the
Preferred  Securities  at  a  total cost of $19.3 million, thereby reducing debt
with  a  carrying  value  of  $28.4  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  March  31,  2002  (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                          $  254,024  $   50,732  $200,774  $  1,853  $    665
Capital lease obligations                    6,139       3,112     2,654       268       105
Operating leases                         1,309,114     222,808   337,414   248,101   500,791
Other long-term obligations                 14,250          --    14,250        --        --
                                        ----------  ----------  --------  --------  --------
    Total contractual cash obligations  $1,583,527  $  276,652  $555,092  $250,222  $501,561
                                        ==========  ==========  ========  ========  ========
</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            $39,994  $    --  $39,994  $   --  $   --
Standby letters of credit          28,848   26,816    1,330     702      --
Guarantees                             --       --       --      --      --
Other commercial commitments        6,023    3,383    2,640      --      --
                                  -------  -------  -------  ------  ------
    Total commercial commitments  $74,865  $30,199  $43,964  $  702  $   --
                                  =======  =======  =======  ======  ======
</TABLE>

     Capital  lease  obligations include principal and interest payments.  Other
commercial  commitments include guaranteed minimum payments to minority partners
of  certain  partnerships.


Recent  Events
     In  April  2002, the Company purchased four properties in Atlanta for $16.5
million, including acquisition costs.  The purchase was funded through two notes
payable.  The  notes  require the Company to make monthly interest payments at a
weighted  average  rate  of  one-month  LIBOR  plus 157.5 basis points, with the
principal  balance  due  in  April  2007.


Item  3.  Quantitative  and  Qualitative  Disclosure  about  Market  Risk
-------------------------------------------------------------------------

Interest Rate Risk
     The  Company's  primary  exposure  to  market  risk  consists of changes in
interest  rates  on  variable rate borrowings. As of March 31, 2002, the Company
had  $236.5  million of variable rate debt outstanding under the Credit Facility
priced  at  LIBOR  plus  87.5  basis  points.  Of this amount, $100.0 million is
payable  in  quarterly  installments  of  $12.5  million  and  $136.5 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 March 31, 2002, interest rate protection agreements had
been purchased to hedge $100 million of the Company's variable rate debt related
to  its  Credit  Facility.  These instruments were comprised of an interest rate
swap  agreement under which the Company pays to the counterparty a fixed rate of
6.16%  and  receives  a  variable  rate  equal  to LIBOR, and three separate $25
million  interest  rate cap agreements with rates of 8.0%, 8.0% and 8.5%. All of
these  derivative instruments have terms consistent with the terms of the Credit
Facility  and  are  accounted  for  as  cash  flow  hedges.

     The  weighted  average  interest  rate  on the Company's Credit Facility at
March  31, 2002 was 3.31%. 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 $236.5 million at March 31,
2002,  less  $25.0  million which is effectively fixed by the interest rate swap
agreement.  Additional  increases  (decreases)  in  LIBOR  would  result  in
proportionate  increases  (decreases)  in  interest expense until LIBOR exceeded
8.0%  and  8.5%, at which point an additional $50.0 million and $25.0 million of
the  balance,  respectively, would be fixed by the interest rate cap agreements.

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

Foreign Currency Risk
     The  Company's  exposure  to  foreign exchange risk is minimal. All foreign
investments are denominated in U.S. dollars, with the exception of Canada. As of
March 31, 2002, the Company has approximately CAD$ 1.8 million (US$ 1.2 million)
of  cash denominated in Canadian dollars and US$ 2.6 million of cash denominated
in various other foreign currencies. The company has no foreign-denominated debt
instruments at March 31, 2002. The Company does not hold any hedging instruments
related  to foreign currency transactions. The Company monitors foreign currency
positions and may enter into certain hedging instruments in the future should it
determine  that  exposure  to  foreign  exchange  risk  has  increased.


PART  II  -  OTHER  INFORMATION

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

     In  connection with the merger of Allright Holdings, Inc. with a subsidiary
of  the  Company,  the  Antitrust  Division  of  the United States Department of
Justice  (the "Antitrust Division") filed a complaint in U.S. District Court for
the  District of Columbia seeking to enjoin the merger on antitrust grounds.  In
addition, the Company received notices from several states, including Tennessee,
Texas,  Illinois,  and Maryland, that the attorneys general of those states were
reviewing  the  merger  from  an antitrust perspective.  Several of these states
also  requested certain information relating to the merger and the operations of
Central  Parking  and  Allright  in  the  form  of  civil investigative demands.

     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
-------   ----------------------------------------------------------

     The  following  proposals  were approved at the Company's Annual Meeting of
Shareholders  which  was  held  at  the Company's headquarters, 2401 21st Avenue
South,  Third  Floor,  Nashville,  Tennessee,  on  Tuesday,  February  19, 2002:

1.  The  election  of ten directors for the term ending at the Annual Meeting of
Shareholders to be held in 2003; each director receiving the following number of
total  votes:
<TABLE>
<CAPTION>

<S>                       <C>         <C>      <C>
                              FOR     AGAINST   ABSTAIN
                          ----------  -------  ---------
Monroe Carell             27,426,831        -    882,562
William J. Vareschi, Jr.  27,472,797        -    836,596
James H. Bond             27,461,129        -    848,264
William S. Benjamin       27,503,057        -    806,336
Cecil Conlee              27,506,827        -    802,566
Lewis Katz                25,179,815        -  3,129,578
Edward G. Nelson          27,506,142        -    803,251
William C. O'Neil, Jr.    27,504,874        -    804,519
Richard H. Sinkfield      27,502,770        -    806,623
Julia Carell Stadler      27,501,705        -    807,688
</TABLE>


2. The approval of an amendment to the Company's 1995 Incentive and Nonqualified
Stock  Option  Plan  for Key Personnel to increase the number of shares reserved
for  issuance  under  the  plan  by  3,500,000  shares  of  common  stock;

<TABLE>
<CAPTION>
<S>         <C>        <C>        <C>
                         BROKER
    FOR      AGAINST    NON-VOTE  ABSTAIN
----------  ---------  ---------  -------
20,731,957  3,864,764  3,592,949  119,723
</TABLE>


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

(a)  Exhibits
     None.

(b)  Reports  on  Form  8-K

     On  January  14,  2002,  the  Company  filed  a  current report on form 8-K
announcing  its  acquisition  of  Park One of Louisiana, LLC., incorporating the
text  of  a  press  release  on  that  date.

     On  February  12,  2002,  the  Company  filed  a current report on form 8-K
announcing  its  results  for the quarter ended December 31, 2001, incorporating
the  text  of  a  press  release  on  that  date.


                                   SIGNATURES

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

                                        CENTRAL  PARKING  CORPORATION
Date:  May  15,  2002                   By:   /s/  Hiram  A.  Cox
                                             ---------------------
                                              Hiram  A.  Cox
                                              Senior  Vice  President
                                                and  Chief  Financial  Officer