CENTRAL PARKING CORPORATION
                      Condensed Consolidated Balance Sheets
2

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                              Amendment No. 1
                                    To
                                 Form 10-Q

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

                       For the quarter ended June 30, 2001

                        Commission file number 001-13950



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



<TABLE>
<CAPTION>


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


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


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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  YES   X  NO  ___
                                             ---      ---


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

<TABLE>
<CAPTION>


<S>                            <C>
                          Class                                                    Outstanding at August 10, 2001
        ----------------------------------------                                ------------------------------------
              Common Stock, $0.01 par value                                                   35,904,099
</TABLE>


<PAGE>
                                      INDEX

                           CENTRAL PARKING CORPORATION
                                and SUBSIDIARIES


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

Item 1.     Financial Statements  (Unaudited)

            Consolidated balance sheets
            ---June 30, 2001 and September 30, 2000                           3

            Consolidated statements of earnings
            ---three and nine months ended June 30, 2001 and 2000             4

            Consolidated statements of cash flows
            ---nine months ended June 30, 2001 and 2000                       5

            Notes to consolidated financial statements                     6-14

Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                           15-20

Item 3.     Quantitative and Qualitative Disclosure about Market Risk       20

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

Item 1.     Legal Proceedings                                               21

Item 6.     Exhibits and Reports on Form 8-K                             21-26


            SIGNATURES                                                      27
            ----------


<PAGE>
                           CENTRAL PARKING CORPORATION
                                and SUBSIDIARIES
                           Consolidated Balance Sheets
Amounts  in  thousands,  except  share  data     Unaudited

<TABLE>
<CAPTION>

                                                                                    June 30, September 30,
<S>                                                                                 <C>        <C>
ASSETS                                                                                  2001         2000
                                                                                    ---------  -----------
Current assets:
  Cash and cash equivalents                                                         $ 34,913   $   43,214
  Management accounts receivable                                                      30,844       32,052
  Accounts receivable - other                                                         16,926       14,995
  Current portion of notes receivable (including amounts due from related parties
    of $3,334 at June 30, 2001 and $786 at September 30, 2000)                         5,837        4,090

  Prepaid rent                                                                         6,880        8,307

  Prepaid expenses                                                                     5,854        4,953
  Deferred income taxes                                                                  612          612
                                                                                    ---------  -----------
    Total current assets                                                             101,866      108,223

Investments, at amortized cost (fair value $6,077 at June 30, 2001 and $5,775 at
  September 30, 2000)                                                                  5,980        5,778
Notes receivable, less current portion                                                43,279       46,153
Property, equipment, and leasehold improvements, net                                 422,747      432,833
Contract and lease rights, net                                                        92,462       96,607
Goodwill, net                                                                        256,295      264,756
Investment in and advances to partnerships and joint ventures                         30,269       30,306
Other assets                                                                          41,095       37,649
                                                                                    ---------  -----------
  Total assets                                                                      $993,993   $1,022,305
                                                                                    =========  ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt and capital lease obligations                   $ 53,456   $   55,760
  Accounts payable                                                                    69,326       73,461
  Accrued payroll and related costs                                                   12,470       14,287
  Accrued expenses                                                                    12,697       12,236
  Management accounts payable                                                         29,509       33,452
  Income taxes payable                                                                 1,415        8,279
                                                                                    ---------  -----------

    Total current liabilities                                                        178,873      197,475


Long-term debt and capital lease obligations, less current portion                   229,461      253,535
Deferred rent                                                                         20,728       18,794
Deferred compensation                                                                 12,246       11,732
Deferred income taxes                                                                 23,441       24,801
Minority interest                                                                     30,244       31,108
Other liabilities                                                                      5,622        4,603
                                                                                    ---------  -----------
    Total liabilities                                                                500,615      542,048

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

Shareholders' equity:
  Common stock, $.01 par value; 50,000,000 shares authorized,
       35,897,481 and 36,330,275 shares issued and outstanding, respectively             359          363
  Additional paid -in capital                                                        240,035      248,817
  Accumulated other comprehensive loss, net                                           (1,202)        (144)
  Retained earnings                                                                  144,888      121,612
  Shares held in trust                                                                  (353)          --
  Deferred compensation on restricted stock                                             (349)        (391)
                                                                                    ---------  -----------
    Total shareholders' equity                                                       383,378      370,257
                                                                                    ---------  -----------
  Total liabilities and shareholders' equity                                        $993,993   $1,022,305
                                                                                    =========  ===========

<S>                                                                                 <C>                        <C>      <C>
</TABLE>
See  accompanying  notes  to  consolidated  financial  statements

<PAGE>
                           CENTRAL PARKING CORPORATION
                                and SUBSIDIARIES
                       Consolidated Statements of Earnings
                                    Unaudited
Amounts  in  thousands,  except  per  share  data

<TABLE>
<CAPTION>


                                                           Three Months Ended     Nine Months Ended
                                                                June  30,              June  30,
<S>                                                      <C>        <C>        <C>        <C>        <C>
                                                            2001       2000       2001       2000
                                                         ---------  ---------  ---------  ---------
Revenues:
  Parking                                                $154,260   $160,405   $454,785   $477,617
  Management contract                                      24,885     25,961     75,959     76,733
                                                         ---------  ---------  ---------  ---------
    Total revenues                                        179,145    186,366    530,744    554,350
                                                         ---------  ---------  ---------  ---------

Costs and expenses:
  Cost of parking                                         128,485    133,339    379,180    400,038
  Cost of management contracts                             11,193      8,498     31,192     25,139
  General and administrative                               17,399     16,832     51,086     56,414
  Goodwill and non-compete amortization                     3,001      2,975      9,003      9,026
  Merger costs                                                 --         --         --      3,747
                                                         ---------  ---------  ---------  ---------
    Total costs and expenses                              160,078    161,644    470,461    494,364
                                                         ---------  ---------  ---------  ---------

Property-related gains (losses), net                       (3,058)      (918)    (2,577)     2,171
                                                         ---------  ---------  ---------  ---------

    Operating earnings                                     16,009     23,804     57,706     62,157

Other income (expenses):
  Interest income                                           1,362      1,808      4,341      5,212
  Interest expense                                         (4,718)    (6,798)   (16,509)   (19,966)
  Dividends on Company-obligated mandatorily redeemable
    convertible securities of a subsidiary trust           (1,472)    (1,501)    (4,415)    (4,511)
  Minority interest                                          (947)      (652)    (2,411)    (2,512)
  Equity in partnership and joint venture earnings          1,510      6,440      4,152      9,105
                                                         ---------  ---------  ---------  ---------

    Earnings before income taxes, extraordinary item
      and cumulative effect of accounting change           11,744     23,101     42,864     49,485

Income tax expense                                          5,007      8,320     17,711     18,878
                                                         ---------  ---------  ---------  ---------

    Earnings before extraordinary item and
      cumulative effect of accounting change                6,737     14,781     25,153     30,607
Extraordinary item, net of tax                                 --         --         --       (195)
Cumulative effect of accounting change, net of tax             --         --       (258)        --
                                                         ---------  ---------  ---------  ---------

    Net earnings                                         $  6,737   $  14,781   $ 24,895   $30,412
                                                         =========  =========  =========  =========

</TABLE>
<TABLE>
<CAPTION>


<S>                        <C>                                      <C>  <C>     <C>      <C>   <C>
Basic earnings per share:
  Earnings before extraordinary item and
     cumulative effect of accounting change               $  0.19   $  0.41      $  0.70    $  0.84
  Extraordinary item, net of tax                              --        --           --         --
  Cumulative effect of accounting change, net of tax          --        --           --         --
                                                          -------   --------     --------   --------
  Net earnings                                            $  0.19   $  0.41      $  0.70    $  0.84
                                                          ========  ========     ========   ========
  Diluted earnings per share:
  Earnings before extraordinary item and
     cumulative effect of accounting change           $      0.19   $  0.40      $  0.70    $  0.83
  Extraordinary item, net of tax                              --        --           --       (0.01)
  Cumulative effect of accounting change, net of tax          --        --         (0.01)       --
                                                          -------   --------     --------   --------
  Net earnings                                            $  0.19   $  0.40      $  0.69    $  0.82
                                                          ========  ========     ========   ========
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.

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

<TABLE>
<CAPTION>

Amounts  in  thousands                                                                                 Nine  Months  Ended
                                                                                                            June  30,
<S>                                                                                                   <C>        <C>
                                                                                                          2001       2000
                                                                                                      ---------  ---------
Cash flows from operating activities:
  Net earnings                                                                                        $ 24,895   $ 30,412
  Adjustments to reconcile net earnings to net cash provided by operating activities:
    Depreciation and amortization of property                                                           16,064     18,112
    Amortization of goodwill and non-compete                                                             9,003      9,026
    Amortization of contract and lease rights, straight-line rent, deferred financing fees and other    10,682      9,274

    Equity in partnership and joint venture earnings                                                    (4,152)    (9,105)
    Distributions from partnerships and joint ventures                                                   2,649      3,034
    Property-related (gains) losses, net                                                                 2,577     (2,171)
    Deferred income tax (benefit) expense                                                                 (537)       658
    Minority interest                                                                                    2,411      2,512

    Changes in operating assets and liabilities:
      Management accounts receivable                                                                     1,208     (2,535)

      Accounts receivable - other                                                                       (1,461)     2,763

      Prepaid rent                                                                                       1,427      2,166

      Prepaid expenses                                                                                    (901)     1,127

      Other assets                                                                                      (7,102)       457
      Accounts payable, accrued expenses and deferred compensation                                     (13,682)   (10,337)

      Management accounts payable                                                                       (3,943)       722
      Income taxes payable                                                                              (6,864)     6,289
                                                                                                      ---------  ---------
   Net cash provided by operating activities                                                            32,274     62,404`
                                                                                                      ---------  ---------

Cash flows from investing activities:
  Proceeds from disposition of property and equipment                                                   21,325     20,780
  Repayments of notes receivable, net                                                                    1,127        985

  Purchase of property, equipment, and leasehold improvements                                          (22,562)   (49,959)
  Purchase of contract and lease rights                                                                 (2,041)      (660)
  Repayments of advances to partnerships and joint ventures, net                                         1,540      5,865

  Proceeds from maturities and calls of investments                                                        866         80
  Purchase of investments                                                                               (1,103)      (309)
                                                                                                      ---------  ---------
    Net cash used by investing activities                                                                 (848)   (23,218)
                                                                                                      ---------  ---------
Cash flows from financing activities:
  Dividends paid                                                                                        (1,625)    (1,650)

  Net borrowings (repayments) under revolving credit agreement, net of issuance costs                   16,100    (34,476)
  Proceeds from issuance of notes payable, net of issuance costs                                           --      13,300
  Payment to minority interest partners                                                                 (3,114)    (3,350)
  Principal repayments on notes payable and capital lease obligations                                  (42,478)   (15,446)

  Repurchase of common stock                                                                           (10,863)   (10,268)
  Proceeds from issuance of common stock and exercise of stock options, net                              2,077      5,148

                                                                                                      ---------  ---------
    Net cash used by financing activities                                                              (39,903)   (46,742)
                                                                                                      ---------  ---------

Foreign currency translation                                                                               176        (61)
                                                                                                      ---------  ---------

    Net decrease in cash and cash equivalents                                                           (8,301)    (7,617)
    Cash and cash equivalents at beginning of period                                                    43,214     53,669
                                                                                                      ---------  ---------

Cash and cash equivalents at end of period                                                            $ 34,913   $ 46,052
                                                                                                      =========  =========



Supplemental cash flow information:
  Cash paid for interest                                                                              $ 15,230   $ 20,733
  Cash paid for income taxes                                                                          $ 24,783   $ 10,643
</TABLE>


                                  Page 10 of 1


See  accompanying  notes  to  consolidated  financial  statements.


<PAGE>

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

BASIS  OF  PRESENTATION
<PAGE>

The  accompanying unaudited consolidated financial statements of Central Parking
Corporation  ("Central  Parking"  or  the  "Company")  have  been  prepared  in
accordance with accounting principles generally accepted in the United States of
America and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly,  they  do not include all of the information and footnotes required
by  accounting principles generally accepted in the United States of America for
complete  financial  statements.  In  the  opinion  of management, the unaudited
consolidated  financial  statements reflect all adjustments considered necessary
for  a  fair  presentation, consisting only of normal and recurring adjustments.
All  significant  inter-company  transactions  have  been  eliminated  in
consolidation.  Operating  results  for the three and nine months ended June 30,
2001  are not necessarily indicative of the results that may be expected for the
fiscal  year  ending  September 30, 2001.  For further information, refer to the
consolidated  financial  statements  and  footnotes  thereto  for the year ended
September  30,  2000  (included  in  the  Company's Annual Report on Form 10-K).
Certain  items  have  been  reclassified  to  conform  to  the  current  year
presentation.

BUSINESS  COMBINATIONS

     Contract  and  Lease  Rights
     The  Company  entered  into  an agreement effective June 1, 2000 to acquire
certain  lease  and  contract  rights  for  approximately  $14.3  million.  The
transaction  was  financed by the seller with a two-year obligation due in 2002.
The  lease  rights  are being amortized over 17 years, the remaining term of the
lease,  and  the  contract  rights  are  being  amortized  over  3.5  years.

     Arizona  Stadium  LLC
     In  October  1999,  the Company paid $1.6 million to purchase the remaining
50%  interest  in  Arizona Stadium LLC, a limited liability company that manages
the  parking  activities for a garage adjacent to a baseball stadium in Phoenix.
The  Company  previously  owned  50%  of  the  limited  liability  company.  In
accordance with the partnership agreement, the Company was required to repay the
outstanding  note  payable and incurred approximately $195 thousand of expenses,
net  of  tax,  related  to early extinguishement of debt.  This expense has been
accounted  for  as an extraordinary loss in the nine months ended June 30, 2000.

     Allright  Holdings,  Inc.
     On  March  19, 1999, the Company completed a merger with Allright Holdings,
Inc. ("Allright"), pursuant to which approximately 7.0 million shares of Central
Parking  common  stock  and  approximately  0.5  million options and warrants to
purchase  common  stock  of  Central  Parking,  were  exchanged  for  all of the
outstanding  shares  of common stock and options and warrants to purchase common
stock  of  Allright.

     The  Company  incurred  $3.7 million of merger related expenses on a pretax
basis during the nine months ended June 30, 2000 that were reported as operating
expenses. These costs included $1.3 million of legal, accounting, and consulting
fees;  $1.1  million  related  to  employment agreements and severance; and $1.3
million  in  travel,  supplies, printing and other out-of-pocket expenses. Those
costs which were directly attributable to the merger and were incremental to the
combined  companies  were  recognized  when  incurred.  No  such costs have been
incurred  in  fiscal  2001.

<PAGE>
EARNINGS  PER  SHARE

     Basic  earnings  per  share  excludes  dilution and is computed by dividing
income available to common shareholders by the weighted-average number of common
shares  outstanding  for  the  period.  Diluted  earnings per share reflects the
potential  dilution  that  could occur if securities or other contracts to issue
common  stock  were  exercised or converted into common stock or resulted in the
issuance of common stock, or if restricted shares of common stock were to become
fully  vested,  that  then  shared  in  the  earnings  of  the  entity.

     The  following  table  sets  forth  the  computation  of  basic and diluted
earnings  per share:

<TABLE>
<CAPTION>


                                                         Three Months Ended June 30,
                                                         ---------------------------
                                                       2001                       2000
                                                       ----                       ----
<S>                                        <C>       <C>     <C>        <C>       <C>     <C>
                                            Income   Common    Per       Income   Common    Per
                                           Available Shares   Share     Available Shares   Share
                                            ($000's) (000's)  Amount    ($000's)  (000's)  Amount
                                           --------  -------  ------    --------  -------  ------
Basic earnings per share:
Earnings before extraordinary item and
  cumulative effect of accounting change.  $  6,737  35,740  $    0.19  $ 14,781  36,260  $ 0.41

Effect of dilutive stock and options:
    Stock option plan and warrants.......        --      91         --        --     201   (0.01)
    Restricted stock plan ...............        --      69         --        --     192      --
                                           --------  ------  ---------  --------  ------  -------
Diluted earnings per share:
Earnings before extraordinary item and
  cumulative effect of accounting change.  $  6,737  35,900  $    0.19  $ 14,781  36,653  $ 0.40
                                           ========  ======  =========  ========  ======  =======
</TABLE>
<TABLE>
<CAPTION>


                                                          Nine Months Ended June 30,
                                                         ---------------------------
                                                       2001                       2000
                                                       ----                       ----
<S>                                        <C>       <C>     <C>        <C>       <C>     <C>
                                            Income   Common    Per       Income   Common    Per
                                           Available Shares   Share     Available Shares   Share
                                            ($000's) (000's)  Amount    ($000's)  (000's)  Amount
                                           --------  -------  ------    --------  -------  ------
Basic earnings per share:
Earnings before extraordinary item and
  cumulative effect of accounting change.  $ 25,153  35,818  $    0.70  $ 30,607  36,418  $ 0.84

Effect of dilutive stock and options:
    Stock option plan and warrants.......        --     106         --        --     204   (0.01)
    Restricted stock plan ...............        --     122         --        --     184      --
                                           --------  ------  ---------  --------  ------  -------
Diluted earnings per share:
Earnings before extraordinary item and
  cumulative effect of accounting change.  $ 25,153  36,046  $    0.70  $ 30,607  36,806  $ 0.83
                                           ========  ======  =========  ========  ======  =======
</TABLE>


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

     The  effect  of  the  conversion  of  the  company-obligated  mandatorily
redeemable  securities  of  the  subsidiary  trust  has not been included in the
diluted  earnings per share calculation since such securities are anti-dilutive.
At  June  30,  2001  and  2000,  such securities were convertible into 2,000,000
shares  of  common  stock.  For  the  three and nine months ended June 30, 2001,
options to purchase 2,005,406 and 1,866,682 shares are excluded from the diluted
common  shares  since  they  are  anti-dilutive.

PROPERTY-RELATED  GAINS  (LOSSES),  NET

     The  Company routinely disposes of owned properties due to various factors,
including  economic  considerations,  unsolicited  offers from third parties and
condemnation  proceedings  initiated  by  local  government  authorities. Leased
properties  are  also  periodically  evaluated and determinations may be made to
sell  or exit a lease obligation. A summary of property-related gains and losses
for  the  three  and  nine months ended June 30, 2001 and 2000 is as follows (in
thousands):

<TABLE>
<CAPTION>

                                           Three months ended  Nine months ended
                                                June  30,          June  30,
<S>                                         <C>       <C>     <C>       <C>       <C>     <C>
                                               2001    2000      2001      2000
                                            --------  ------  --------  --------
Net gains (losses) on sale of property      $ 1,131   $(918)  $ 6,650   $  2,666
Impairment charges for property,
  equipment and leasehold improvements         (200)     --    (3,545)       --
Impairment charges for contract rights,
  lease rights and other intangible assets       --      --      (492)     (495)
Lease termination costs                      (3,989)     --    (5,190)       --
                                            --------  ------  --------  --------
Total property-related gains (losses), net  $(3,058)  $(918)  $(2,577)  $  2,171
                                            ========  ======  ========  =========
</TABLE>
     Included  in  net  gains  on sale of property for the three and nine months
ended  June  30,  2001 is a $250 thousand loss for environmental liability costs
relating  to  a  property previously owned by the Company.  The Company recorded
impairment  charges  totaling $4.0 million during the nine months ended June 30,
2001,  of  which $3.5 million was attributable to properties where the operating
lease  agreement  was  amended  such  that  the  carrying value of the leasehold
improvements  was  no  longer  supportable  by  projected future cash flows. The
remaining  $0.5  million  of  the  charge  reflects  a  reduction  in  certain
Allright-related  intangible  assets  which  are  no  longer of any value to the
Company. The Company recorded impairment charges of $0.5 million during the nine
months  ended  June  30,  2000.  Lease  termination costs for the three and nine
months  ended  June  30,  2001  represent charges incurred to terminate existing
lease  agreements  related  to  unfavorable  locations.


LONG-TERM  DEBT
     On  March  19, 1999, the Company established a credit facility (the "Credit
Facility")  providing  for  an  aggregate  availability  of  up  to $400 million
consisting  of  a  five-year  $200 million revolving credit facility including a
sub-limit  of  $25  million  for  standby  letters of credit, and a $200 million
five-year  term  loan.  The  Credit Facility bears interest at LIBOR plus a grid
based  margin dependent upon Central Parking achieving certain financial ratios.
The  amount  outstanding under the Company's Credit Facility as of June 30, 2001
was  $244.0  million with a weighted average interest rate of 4.9% including the
principal  amount  of  the  term loan of $137.5 million which is being repaid in
quarterly  payments  of  $12.5  million through March 2004.  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 aggregate availability under the Credit Facility was $68.5
million  at  June  30,  2001.

     The  Company  is  required  under the Credit Facility to enter into certain
interest  rate  protection agreements designed to fix interest rates on variable
rate  debt and reduce exposure to fluctuations in interest rates. On October 27,
1999  the  Company  entered  into a $25 million interest rate swap for a term of
four  years, cancelable after two years at the option of the counterparty, under
which  the  Company  will pay to the counterparty a fixed rate of 6.16%, and the
counterparty  will  pay  to  the  Company  a  variable  rate equal to LIBOR. The
transaction  involved  an  exchange  of  fixed  rate  payments for variable rate
payments  and does not involve the exchange of the underlying notional value. On
June  30,  2000,  June  29,  2000,  and again on September 29, 2000, the Company
entered  into $25 million interest rate cap agreements. The rate is 8.0% for the
first two cap agreements and 8.5% for the last cap agreement and each has a term
consistent with the Credit Facility's. The Company paid a total of $646 thousand
for  the  three  $25  million  cap  agreements.

        The Company entered into an agreement effective June 1, 2000, to acquire
certain  contract  and  lease  rights  for  approximately  $14.3  million.  The
transaction  was financed by the seller with a two-year obligation due June 2002
at  an  interest rate of 7.32% and is backed by a letter of credit in the amount
of  $15.0  million.

NEW  ACCOUNTING  PRONOUNCEMENTS

     Derivative  financial  instruments
In  June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133,  "Accounting  for  Derivative Instruments and Hedging Activities." SFAS No.
133  established  reporting  standards  for  derivative  instruments,  including
certain  derivative instruments embedded in other contracts. Under SFAS No. 133,
the Company recognizes all derivatives as either assets or liabilities, measured
at  fair  value,  in the statement of financial position. 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.

     At June 30, 2001, the Company's derivative financial instruments consist of
interest  rate  caps with a combined notional amount of $75 million and interest
rate  swaps  with  a  combined  notional  amount of $38 million that effectively
convert  an  equal portion of its debt from a floating rate to a fixed rate. The
Company's  purpose for holding such instruments is to hedge its exposure to cash
flow  fluctuations  due  to  changes  in  market  interest  rates.

     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. Further, the adoption of SFAS No. 133
and  SFAS  No. 138 resulted in the Company reducing derivative instrument assets
by  $281  thousand  and  recording  $353  thousand  of  derivative  instrument
liabilities.

     At  June  30,  2001,  the  Company  adjusted  the  value  of its derivative
financial  instruments  to  their  fair  values.  These  instruments  comprised
derivative  instrument  assets  of  $111  thousand  and  derivative  instrument
liabilities  of  $1.7  million,  which  are  included  as other assets and other
liabilities,  respectively,  on  the face of the balance sheet.  This adjustment
resulted  in the recognition of unrealized gains of $125 thousand and unrealized
losses  of  $929 thousand, net of related income tax expense of $83 thousand and
benefit  of  $619 thousand in accumulated other comprehensive loss for the three
and  nine  months  ended June 30, 2001, respectively.  Additionally, the Company
increased  derivative instrument assets by $19 thousand and decreased derivative
instruments  assets  by  $218  thousand  and  decreased  derivative  instrument
liabilities  by $190 thousand and increased derivative instrument liabilities by
$1.3  million  for  the three and nine months ended June 30, 2001, respectively.

     Revenue  recognition
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  No. 101, "Revenue Recognition in Financial Statements" (SAB 101).  The
Company  adopted  SAB 101 during the quarter ended March 31, 2001 as a change in
accounting  principle  retroactive  to  October  1,  2000.  Adoption  of SAB 101
required  the  Company  to change the timing of recognition of performance-based
revenues  on  certain  management  contracts.  The  cumulative  effect  of  this
accounting  change was a loss of $429 thousand ($258 thousand, net of tax) as of
October  1,  2000.  Adoption  of  SAB  101 resulted in an increase in management
contract  revenues of $2 thousand and $58 thousand for the three and nine months
ended  June  30,  2001,  respectively.

Business  combinations,  goodwill  and  intangible  assets
     In July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS
No.  142,  Goodwill and Other Intangible Assets.  SFAS No. 141 requires that the
purchase  method  of  accounting be used for all business combinations initiated
after  June  30,  2001.  SFAS  No.  141 also specifies criteria which intangible
assets  acquired  in  a  purchase  method  business  combination must meet to be
recognized  and  reported  apart  from  goodwill.  SFAS  No.  142  requires that
goodwill  and  intangible  assets  with  indefinite  useful  lives  no longer be
amortized,  but  instead  tested  for impairment at least annually in accordance
with the provisions of SFAS No. 142.  SFAS No. 142 also requires that intangible
assets  with  definite useful lives be amortized over their respective estimated
useful  lives to their estimated residual values, and reviewed for impairment in
accordance with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets
and  for  Long-Lived  Assets  to  Be  Disposed  Of.

     The  Company  is  required  to  adopt  the  provisions  of  SFAS  No.  141
immediately, except with regard to business combinations initiated prior to July
1,  2001. SFAS No. 142 must be adopted by October 1, 2002, but may be adopted as
of  October  1,  2001.  The  Company  intends  to  elect  this  early  adoption.
Furthermore,  any  goodwill  and  any  intangible  asset  determined  to have an
indefinite  useful  life  that  are  acquired in a purchase business combination
completed  after  June  30,  2001 will not be amortized, but will continue to be
evaluated  for  impairment  in  accordance with the appropriate pre-SFAS No. 142
accounting  literature.  Goodwill  and  intangible  assets  acquired in business
combinations  completed  before July 1, 2001 will continue to be amortized prior
to  the  adoption  of  SFAS  No.  142.

     SFAS  No. 141 will require, upon adoption of SFAS No. 142, 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.  Upon  adoption of SFAS No. 142, the Company will be required to
reassess  the useful lives and residual values of all intangible assets acquired
in  purchase  business  combinations, and make any necessary amortization period
adjustments  by the end of the first interim period after adoption. In addition,
to  the  extent an intangible asset is identified as having an indefinite useful
life,  the  Company will be required to test the intangible asset for impairment
in  accordance  with  the  provisions  of  SFAS No. 142 within the first interim
period.  Any  impairment  loss  will  be measured as of the date of adoption and
recognized  as  the cumulative effect of a change in accounting principle in the
first  interim  period.

     In  connection  with  the transitional goodwill impairment evaluation, SFAS
No. 142 will require the Company to perform an assessment of whether there is an
indication  that  goodwill is impaired as of the date of adoption. To accomplish
this  the  Company  must identify its reporting units and determine the carrying
value  of each reporting unit by assigning the assets and liabilities, including
the  existing goodwill and intangible assets, to those reporting units as of the
date  of  adoption. The Company will then have 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  it  assets  (recognized  and
unrecognized) and liabilities in a manner similar to a purchase price allocation
in  accordance with SFAS No. 141, to its carrying amount, both of which would be
measured  as  of  the  date  of  adoption.  This  second  step is required to be
completed  as  soon  as  possible,  but  no  later  than  the end of the year of
adoption.  Any transitional impairment loss will be recognized as the cumulative
effect  of  a  change  in  accounting  principle  in  the Company's statement of
earnings.


     As  of  the  date  of  adoption,  the  Company  expects to have unamortized
goodwill in the amount of $253.3 million and unamortized identifiable intangible
assets  in  the  amount  of  $96.0  million, all of which will be subject to the
transition  provisions of SFAS No. 141 and 142.  Amortization expense related to
goodwill  was  $9.0  million  for  the nine months ended June 30, 2001 and $12.0
million  for the year ended September 30, 2000.  Because of the extensive effort
needed  to  comply  with adopting SFAS No. 141 and 142, it is not practicable to
reasonably  estimate  the  impact  of adopting these Statements on the Company's
financial  statements  at  the  date  of  this  report,  including  whether  any
transitional  impairment  losses  will  be  required  to  be  recognized  as the
cumulative  effect  of  a  change  in  accounting  principle.

STOCK  OPTION  CANCELLATION  PROGRAM

     During the third quarter of fiscal 2001 the Company initiated and completed
a  stock  option  buyback  and  cancellation  program.  The  Company repurchased
244,375 existing options from non-executive employees with exercise prices at or
above  $29.25  per  share.  The Company recognized $100 thousand as compensation
expense for the three and nine months ended June 30, 2001, related to the option
repurchases.

SHARES  HELD  IN  TRUST

     During  the  third quarter of fiscal 2001 the Company amended an employment
agreement  with  the  Company's  President  and  transferred  133,875  shares of
restricted  common stock previously issued under a restricted stock plan, into a
Rabbi  Trust.  The  President  has  no  authority over the administration of the
Rabbi  Trust.  Transfer  of  these shares resulted in an increase in liabilities
and  a  decrease  in  equity  of  $353  thousand.

COMPREHENSIVE  INCOME

     Comprehensive  income,  which  is  comprised  of  net  earnings, changes in
unrealized  gains  and losses on derivative financial instruments and changes in
foreign currency translation adjustments, was $6.9 million and $23.8 million for
the  three  and  nine  months  ended June 30, 2001, respectively.  Comprehensive
income  was  $14.6 million and $30.4 million for the three and nine months ended
June  30,  2000,  respectively.

SUBSEQUENT  EVENT

     In  July  2001,  the Company agreed to purchase approximately 62 management
contracts,  as well as substantially all of the operating assets, of USA Parking
Systems.  The  management  contracts acquired are primarily in south Florida and
Puerto  Rico.


BUSINESS  SEGMENTS

     The  Company  is  managed  based  on  segments  administered by senior vice
presidents.  These  segments  are  generally  organized  geographically,  with
exceptions  depending  on  the  needs  of  specific  regions.  The following are
summaries  of  revenues,  costs, and other expenses by segment for the three and
nine  months  ended  June  30,  2001 and 2000, respectively.  During fiscal year
2001,  the  Company  realigned certain locations among segments.  All prior year
segment  data  has  been  reclassified  to conform to the new segment alignment.

<PAGE>
<TABLE>
<CAPTION>

                                                                 Three  Months  Ended  June  30,  2001
                                                                 -------------------------------------
                                                                                                                         ALL
                                                                                                                        OTHERS
                                                                                                                       & GEN'L
                                        ONE        TWO      THREE     FOUR      FIVE       SIX     SEVEN     INT'L       CORP
                                        ---        ---      -----     ----      ----       ---     -----     -----       ----
<S>                                   <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>
Revenues:
  Parking                             $10,743   $ 67,449   $ 7,899   $18,000   $ 9,488   $14,240   $15,382   $ 7,667   $  3,392
  Management contract                   2,584      6,171     2,263     3,495     2,768     1,863     1,709     1,806      2,226
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------
   Total revenues                      13,327     73,620    10,162    21,495    12,256    16,103    17,091     9,473      5,618

Costs and expenses:
  Cost of parking                       9,593     57,290     7,252    16,334     7,918    12,215    14,118     6,625     (2,860)
  Cost of management contracts          1,487      2,488     1,131     1,297     1,021       705       847         8      2,209
  General and administrative            1,333      5,902       682     1,137       936     1,267     1,323     1,171      3,648
  Goodwill and non-compete
    amortization                           56      2,071       112       123        96       258         3        --        282
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------
    Total costs and expenses           12,469     67,751     9,177    18,891     9,971    14,445    16,291     7,804      3,279
Property-related gains (losses), net       (8)    (4,227)       --        (5)       (9)       (1)       (7)       (2)     1,201
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------
    Operating earnings                    850      1,642       985     2,599     2,276     1,657       793     1,667      3,540
Other income (expense):
  Interest income                         (38)    (4,609)      (70)       (1)      (13)     (555)       --        75      6,573
  Interest expense                         (9)      (242)      (28)      (63)      (46)      (35)       (2)      (93)    (4,200)
  Dividends - convertible securities       --         --        --        --        --        --        --        --     (1,472)
  Minority interest                        --       (282)       (5)       --        --        22        --        --       (682)
  Equity in partnership and
    joint venture earnings                 --         --        --        --        --         1        --       287      1,222
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------

    Earnings (loss) before
      income tax                      $   803   $ (3,491)  $   882   $ 2,535   $ 2,217   $ 1,090   $   791   $ 1,936   $  4,981
                                      ========  =========  ========  ========  ========  ========  ========  ========  =========
Income tax  expense


    Net earnings

Identifiable assets                   $23,418   $470,290   $21,119   $47,706   $12,569   $33,609   $25,222   $29,919   $330,141
                                      ========  =========  ========  ========  ========  ========  ========  ========  =========

<S>                                   <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>
                                        TOTAL
                                        -----
Revenues:
  Parking                             $154,260
  Management contract                   24,885
                                      ---------
   Total revenues                      179,145
Costs and expenses:
  Cost of parking                      128,485
  Cost of management contracts          11,193
  General and administrative            17,399
  Goodwill and non-compete
    amortization                         3,001
                                      ---------
    Total costs and expenses           160,078
Property-related gains (losses), net    (3,058)
                                      ---------
    Operating earnings                  16,009
Other income (expense):
  Interest income                        1,362
  Interest expense                      (4,718)
  Dividends - convertible securities    (1,472)
  Minority interest                       (947)
  Equity in partnership and
    joint venture earnings               1,510
                                      ---------

    Earnings (loss) before
      income tax                        11,744

Income tax  expense                      5,007
                                      ---------

    Net earnings                      $  6,737
                                      =========
Identifiable assets                   $993,993
                                      =========
</TABLE>
<TABLE>
<CAPTION>

                                                                 Three  Months  Ended  June  30,  2000
                                                                 -------------------------------------
                                                                                                                         ALL
                                                                                                                        OTHERS
                                                                                                                       & GEN'L
                                        ONE        TWO      THREE     FOUR      FIVE       SIX     SEVEN     INT'L       CORP
                                        ---        ---      -----     ----      ----       ---     -----     -----       ----

<S>                                   <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>

Revenues:
  Parking                             $12,157   $ 67,251   $ 9,389   $21,359   $ 9,493   $14,693   $14,583   $ 7,681   $  3,799
  Management contract                   2,841      6,409     2,246     3,572     2,961     2,166     1,737     1,359      2,670
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------
   Total revenues                      14,998     73,660    11,635    24,931    12,454    16,859    16,320     9,040      6,469
Costs and expenses:
  Cost of parking                      10,672     57,337     9,005    19,087     8,092    12,918    12,593     6,077     (2,442)
  Cost of management contracts          1,039      2,014       840     1,431     1,186       905       758       342        (17)
  General and administrative            1,412      5,098       647     1,307     1,163     1,373       960     1,202      3,670
  Goodwill and non-compete
    amortization                           50      2,071       112       123        96       259         3        --        261
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------
    Total costs and expenses           13,173     66,520    10,604    21,948    10,537    15,455    14,314     7,621      1,472
Property-related gains (losses), net       (2)       (33)       28      (442)   (2,576)        1       (18)      (11)     2,135
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------
    Operating earnings                  1,823      7,107     1,059     2,541      (659)    1,405     1,988     1,408      7,132
Other income (expense):
  Interest income                         (42)    (4,600)      (81)       (1)      (23)     (575)       24        87      7,019
  Interest expense                          7       (397)      (41)      (24)      (62)     (131)       (1)      (40)    (6,109)
  Dividends - convertible securities       --         --        --        --        --        --        --        --     (1,501)
  Minority interest                        --         87         1        --        --        --        --        --       (740)
  Equity in partnership and
    joint venture earnings                 --         --        --        --        --        --        --        50      6,390
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------

    Earnings (loss) before
      income tax                      $ 1,788   $  2,197   $   938   $ 2,516   $  (744)  $   699   $ 2,011   $ 1,505   $ 12,191
                                      ========  =========  ========  ========  ========  ========  ========  ========  =========
Income tax  expense


    Net earnings

Identifiable assets                   $43,410   $504,963   $49,607   $70,630   $40,875   $83,415   $33,020   $25,947   $209,311
                                      ========  =========  ========  ========  ========  ========  ========  ========  =========

<S>                                   <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>
                                        TOTAL
                                        -----
Revenues:
  Parking                             $  160,405
  Management contract                     25,961
                                      -----------
   Total revenues                        186,366
Costs and expenses:
  Cost of parking                        133,339
  Cost of management contracts             8,498
  General and administrative              16,832
  Goodwill and non-compete
    amortization                           2,975
                                      -----------
    Total costs and expenses             161,644
Property-related gains (losses), net        (918)
                                      -----------
    Operating earnings                    23,804
Other income (expense):
  Interest income                          1,808
  Interest expense                        (6,798)
  Dividends - convertible securities      (1,501)
  Minority interest                         (652)
  Equity in partnership and
    joint venture earnings                 6,440
                                      -----------

    Earnings (loss) before
      income tax                          23,101

Income tax  expense                        8,320
                                      -----------

    Net earnings                      $   14,781
                                      ===========
Identifiable assets                   $1,061,178
                                      ===========
</TABLE>
<TABLE>
<CAPTION>

                                                                 Nine  Months  Ended  June  30,  2001
                                                                 -------------------------------------
                                                                                                                         ALL
                                                                                                                        OTHERS
                                                                                                                       & GEN'L
                                        ONE        TWO      THREE     FOUR      FIVE       SIX     SEVEN     INT'L       CORP
                                        ---        ---      -----     ----      ----       ---     -----     -----       ----
<S>                                   <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>

Revenues:
  Parking                             $31,914   $201,320   $24,315   $53,975   $27,840   $42,352   $42,127   $20,790   $ 10,152
  Management contract                   7,756     18,627     7,012    10,871     8,257     5,733     5,402     4,899      7,402
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------
   Total revenues                      39,670    219,947    31,327    64,846    36,097    48,085    47,529    25,689     17,554
Costs and expenses:
  Cost of parking                      28,742    170,395    22,355    49,119    23,346    36,957    38,958    17,833     (8,525)
  Cost of management contracts          4,040      7,226     3,172     4,466     3,290     2,490     2,230        50      4,228
  General and administrative            3,853     16,942     2,176     3,594     3,002     4,050     3,279     3,369     10,821
  Goodwill and non-compete
    amortization                          168      6,215       337       370       288       776         9        --        840
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------
    Total costs and expenses           36,803    200,778    28,040    57,549    29,926    44,273    44,476    21,252      7,364
Property-related gains (losses), net       (5)    (8,827)       (7)      704       179        (1)       (9)       (2)     5,391
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------
    Operating earnings                  2,862     10,342     3,280     8,001     6,350     3,811     3,044     4,435     15,581
Other income (expense):
  Interest income                        (116)   (13,806)     (215)       (3)      (39)   (1,693)       47       259     19,907
  Interest expense                        (85)      (830)     (105)     (199)     (162)     (119)      (31)     (198)   (14,780)
  Dividends - convertible securities       --         --        --        --        --        --        --        --     (4,415)
  Minority interest                        --       (356)      (11)       --        --        22        --        --     (2,066)
  Equity in partnership and
    joint venture earnings                 --         --        --        --        --        --        --     1,105      3,047
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------
    Earnings (loss) before income
      tax and cumulative effect of
        accounting change             $ 2,661   $ (4,650)  $ 2,949   $ 7,799   $ 6,149   $ 2,021   $ 3,060   $ 5,601   $ 17,274
                                      ========  =========  ========  ========  ========  ========  ========  ========  =========
Income tax expense

    Earnings before cumulative
      effect of accounting change
Cumulative effect of accounting
    change, net of tax


    Net earnings

Identifiable assets                   $23,418   $470,290   $21,119   $47,706   $12,569   $33,609   $25,222   $29,919   $330,141
                                      ========  =========  ========  ========  ========  ========  ========  ========  =========

<S>                                   <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>

                                        TOTAL
                                        -----
Revenues:
  Parking                             $454,785
  Management contract                   75,959
                                      ---------
  Total revenues                       530,744
Costs and expenses:
  Cost of parking                      379,180
  Cost of management contracts          31,192
  General and administrative            51,086
  Goodwill and non-compete
    amortization                         9,003
                                      ---------
    Total costs and expenses           470,461
Property-related gains (losses), net    (2,577)
                                      ---------
    Operating earnings                  57,706
Other income (expense):
  Interest income                        4,341
  Interest expense                     (16,509)
  Dividends - convertible securities    (4,415)
  Minority interest                     (2,411)
  Equity in partnership and
    joint venture earnings               4,152
                                      ---------
    Earnings (loss) before income
      tax and cumulative effect of
        accounting change               42,864

Income tax expense                      17,711
                                      ---------
    Earnings before cumulative
      effect of accounting change       25,153
Cumulative effect of accounting
    change, net of tax                    (258)
                                      ---------

    Net earnings                      $ 24,895
                                      =========
Identifiable assets                   $993,993
                                      =========
</TABLE>
<TABLE>
<CAPTION>

                                                                 Nine  Months  Ended  June  30,  2000
                                                                 -------------------------------------
                                                                                                                         ALL
                                                                                                                        OTHERS
                                                                                                                       & GEN'L
                                        ONE        TWO      THREE     FOUR      FIVE       SIX     SEVEN     INT'L       CORP
                                        ---        ---      -----     ----      ----       ---     -----     -----       ----
<S>                                   <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>
Revenues:
  Parking                             $35,106   $205,243   $28,908   $64,526   $28,707   $42,065   $42,763   $20,813   $  9,486
  Management contract                   8,601     18,908     6,716    11,047     8,985     6,268     5,602     4,107      6,499
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------
    Total revenues                     43,707    224,151    35,624    75,573    37,692    48,333    48,365    24,920     15,985
Costs and expenses:
  Cost of parking                      31,650    172,595    27,277    57,897    24,473    38,253    38,404    17,555     (8,066)
  Cost of management contracts          2,918      5,906     2,437     4,394     3,370     2,482     2,034        39      1,559
  General and administrative            4,123     15,402     2,025     3,987     3,978     3,720     2,999     3,470     16,710
  Goodwill and non-compete
    amortization                          137      6,416       337       370       294       783         9        --        680
  Merger costs                             --         --        --        --        --        --        --        --      3,747
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------
    Total costs and expenses           38,828    200,319    32,076    66,648    32,115    45,238    43,446    21,064     14,630
Property-related gains (losses), net      150        (10)       25      (371)   (2,574)        1       (56)        3      5,003
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------
    Operating earnings                  5,029     23,822     3,573     8,554     3,003     3,096     4,863     3,859      6,358
Other income (expense):
  Interest income                        (110)   (13,807)     (248)       (1)      (70)   (1,716)       73       208     20,883
  Interest expense                        (32)    (1,197)     (117)      (71)     (179)     (224)       (2)     (125)   (18,019)
  Dividends - convertible securities       --         --        --        --        --        --        --        --     (4,511)
  Minority interest                        --       (243)       (7)       --        --        --        --        --     (2,262)
  Equity in partnership and
    joint venture earnings                 --         --        --        --        --        --        --       200      8,905
                                      --------  ---------  --------  --------  --------  --------  --------  --------  ---------

    Earnings (loss) before income
      tax and extraordinary item      $ 4,887   $  8,575   $ 3,201   $ 8,482   $ 2,754   $ 1,156   $ 4,934   $ 4,142   $ 11,354
                                      ========  =========  ========  ========  ========  ========  ========  ========  =========
Income tax  expense

    Earnings before
      extraordinary item
Extraordinary item, net of tax


    Net earnings

Identifiable assets                   $43,410   $504,963   $49,607   $70,630   $40,875   $83,415   $33,020   $25,947   $209,311
                                      ========  =========  ========  ========  ========  ========  ========  ========  =========

<S>                                   <C>
                                        TOTAL
                                        -----
Revenues:
  Parking                             $  477,617
  Management contract                     76,733
                                      -----------
    Total revenues                       554,350
Costs and expenses:
  Cost of parking                        400,038
  Cost of management contracts            25,139
  General and administrative              56,414
  Goodwill and non-compete
    amortization                           9,026
  Merger costs                             3,747
                                      -----------
    Total costs and expenses             494,364
Property-related gains (losses), net       2,171
                                      -----------
    Operating earnings                    62,157
Other income (expense):
  Interest income                          5,212
  Interest expense                       (19,966)
  Dividends - convertible securities      (4,511)
  Minority interest                       (2,512)
  Equity in partnership and
    joint venture earnings                 9,105
                                      -----------

    Earnings (loss) before income
      tax and extraordinary item          49,485

Income tax  expense                       18,878
                                      -----------
    Earnings before
      extraordinary item                  30,607
Extraordinary item, net of tax              (195)
                                      -----------

    Net earnings                      $   30,412
                                      ===========
Identifiable assets                   $1,061,178
                                      ===========
</TABLE>


<PAGE>

Segment  One  encompasses  the  western  region  of  the  United  States.

Segment  Two encompasses the northeastern region of the United States, including
New  York  City,  New  Jersey,  Eastern  Pennsylvania,  and  New  England.

Segment  Three  encompasses  the  southeastern  region  of  the  United  States.

Segment  Four  encompasses  parts  of  the midwestern and southern region of the
United  States,  including parts of Kentucky, Tennessee, Louisiana, and Southern
Texas.

Segment  Five  encompasses  the  inter-mountain  region  of  the  United States,
including  Northern  Texas  and  parts  of  the  Mid-west.

Segment  Six  encompasses  the  southern region of the United States, as well as
Washington,  D.C.  and  Puerto  Rico.

Segment  Seven  encompasses  the  central  region  of  the  United  States.

International  encompasses  all  non-U.S.  locations.

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


<PAGE>
 Item  2.  Management's  Discussion  and  Analysis  of  Financial  Condition and
 -------------------------------------------------------------------------------
Results  of  Operations
 ----------------------

FORWARD-LOOKING  STATEMENTS  MAY  PROVE  INACCURATE

     This  report  includes  various  forward-looking  statements  regarding the
Company  that  are  subject  to  risks  and  uncertainties,  including,  without
limitation,  the factors set forth below and under the caption "Risk Factors" in
the  Management's  Discussion and Analysis of Financial Condition and Results of
Operations  section  of  the  Company's  Report  on Form 10-K for the year ended
September  30, 2000. 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, 2000 could affect the future financial results of the Company and
could  cause  actual  results  to  differ  materially  from  those  expressed in
forward-looking  statements  contained  or  incorporated  by  reference  in this
document:

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

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

-     fluctuations in quarterly operating results caused by a variety of factors
including  the  timing  of gains on sales of owned facilities, preopening costs,
changes  in  the  Company's  cost  of borrowing, effect of weather on travel and
transportation  patterns,  player strikes or other events affecting major league
sports  and  local,  national  and  international  economic  conditions;

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

-     global  and/or  regional  economic  factors;

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

OVERVIEW

     The  Company operates parking facilities under three types of arrangements:
leases,  fee  ownership,  and management contracts.  Parking revenues from owned
properties  amounted  to  $18.1  million  and $19.5 million for the three months
ended  June  30,  2001  and  2000, respectively, representing 11.8% and 12.1% of
total  parking  revenues  for the respective periods.  For the nine months ended
June  30,  2001  and  2000,  parking  revenues  from owned properties were $54.6
million  and  $56.9 million, respectively, representing 12.0% and 11.9% of total
parking  revenues  for the respective periods.  Ownership of parking facilities,
either  independently  or  through  joint  ventures, typically requires a larger
capital  investment  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. As the owner, all
changes  in  owned  facility  revenue  and expense flow directly to the Company.
Additionally,  the Company has the potential to realize benefits of appreciation
in  the  value  of  the  underlying real estate if the property is sold. Central
Parking  assumes  complete  responsibility  for  all  aspects  of  the property,
including  all  structural, mechanical, or electrical maintenance or repairs and
property  taxes.

     Parking  revenues  from  leased  facilities  amounted to $136.2 million and
$140.9  million  for the three months ended June 30, 2001 and 2000 respectively,
and  $400.2  million  and $420.7 million for the nine months ended June 30, 2001
and  2000,  respectively.  Parking revenues from leased facilities accounted for
88.2%  and  87.9%  of  total parking revenues in the three months ended June 30,
2001  and  2000, respectively, and 88.0% and 88.1% of total parking revenues for
the  nine  months  ended  June 30, 2001 and 2000, respectively. Leases generally
provide  for a contractually established payment to the facility owner, which is
a  fixed  annual  amount, a percentage of gross revenues, or a combination. As a
result,  Central  Parking's  revenues  and profits in its lease arrangements are
dependent  upon  the  performance  of  the facility. Leased facilities require a
longer  commitment  and  a  larger  capital  investment  by Central Parking than
managed  facilities  but generally provide a more stable source of revenue and a
greater  opportunity for long-term revenue growth. Under its leases, the Company
is  typically  responsible  for all facets of the parking operations, except for
structural, mechanical, or electrical maintenance or repairs. Lease arrangements
are  typically  for  terms  of  three  to  ten  years,  with  renewal  options.

     Management  contract  revenues  amounted to $24.9 million and $26.0 million
for  the  three  months  ended  June  30,  2001 and 2000, respectively and $76.0
million  and  $76.7  million  for  the nine months ended June 30, 2001 and 2000,
respectively.  Management  contract  revenues  consist  of management fees (both
fixed  and  percentage  of  revenues)  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.
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.  Generally,  Central  Parking  is not responsible under its management
contracts  for  structural, mechanical, or electrical maintenance or repairs, or
for  providing  security  or  guard  services  or for paying property taxes. The
typical management contract is for a term of one to three years and generally is
renewable for successive one-year terms, but is cancelable by the property owner
on  short  notice.

     The  Company's  clients have the option of obtaining insurance on their own
or  having  Central  Parking  provide insurance as part of the services provided
under  the  management  contract. Because of its size and claims experience, the
Company can purchase such insurance at discounts to comparable market rates and,
management  believes,  at  lower  rates than the Company's clients can generally
obtain  on  their  own.

     As  of  June  30,  2001,  Central Parking operated 1,870 parking facilities
through  management  contracts,  leased  1,992 parking facilities, and owned 221
parking  facilities,  either  independently  or  in  joint  ventures  with third
parties.

THREE  MONTHS  ENDED  JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000

     Parking  revenues  for the third quarter of fiscal 2001 decreased to $154.3
million  from  $160.4 million in the third quarter of fiscal 2000, a decrease of
$6.1  million,  or  3.8%.  The  decrease  is  primarily  a result of the Company
experiencing a net decline of 369 leased and owned locations since June 30, 2000
(245  locations  added, offset by 614 locations lost).  The decline in locations
is  due to a variety of factors including the sale or closure of underperforming
locations  and  the  loss  of  locations  in  the  ordinary  course of business.
Revenues from foreign operations amounted to approximately $9.5 million and $9.0
million  for  the  quarters  ended  June  30,  2001  and  2000,  respectively.

     Management contract revenues for the third quarter of fiscal 2001 decreased
to  $24.9  million  from  $26.0  million  in  the  same period of fiscal 2000, a
decrease  of  $1.1  million  or  4.1%. The slight decrease resulted from loss of
locations  in  the  ordinary  course  of  business.

     Cost  of  parking  in the third quarter of 2001 decreased to $128.5 million
from  $133.3 million in the third quarter of 2000, a decrease of $4.8 million or
3.6%.   This  decrease  was  due  primarily  to a reduction in rent and property
taxes  of  $2.5 million compared against the prior year period. The reduction in
rent  and  property taxes is a result of fewer locations as well as an increased
focus  on  expense control throughout the Company.  Rent expense as a percentage
of  parking revenues increased to 48.9% for the three months ended June 30, 2001
from 48.3% in the comparable prior year period.  Cost of parking as a percentage
of  parking revenues increased to 83.3% in the third quarter of fiscal 2001 from
83.1%  in  the  third  quarter  of  fiscal  2000.

     Cost  of management contracts in the third quarter of fiscal 2001 increased
to $11.2 million from $8.5 million in the comparable period in 2000, an increase
of  $2.7  million  or  31.7%.  The  increase in cost reflects higher medical and
workers'  compensation  claims  by  employees. Cost of management contracts as a
percentage  of  management  contract  revenue  increased  to 45.0% for the third
quarter  of  2001 from 32.7% for the same period in 2000, due to the increase in
the  aforementioned  items.

     General  and  administrative  expenses  increased  to $17.4 million for the
third  quarter  of fiscal 2001 from $16.8 million in the third quarter of fiscal
2000,  an  increase  of $0.6 million or 3.4%. This increase is due to additional
depreciation  from certain computer systems which began in the fourth quarter of
fiscal  2000.  General  and  administrative  expenses  as  a percentage of total
revenues increased to 9.7% for the third quarter of fiscal 2001 compared to 9.0%
for  the  third  quarter  of  fiscal  2000.

     Goodwill and non-compete amortization remained constant at $3.0 million for
the  third  quarter  of  fiscal  2001  and  the  third  quarter  of fiscal 2000.

     Net  property-related  losses for the three months ended June 30, 2001 were
$3.1  million,  including  a  $4.0  million  charge  for early termination of an
unfavorable  lease  and  a  $0.2  million  charge  for  impairment  of leasehold
improvements,  offset  by $1.1 million of routine gains on disposals of property
and  equipment.  Net property-related losses for the three months ended June 30,
2000 were $0.9 million and comprised losses on routine disposals of property and
equipment.

     Interest  income  decreased to $1.4 million for the third quarter of fiscal
2001  from  $1.8 million in the third quarter of fiscal 2000, a decrease of $0.4
million, or 24.7%. The decrease in interest income is a result of the retirement
of  a  $10.3  million  note  during  the  fourth  quarter  of  fiscal  2000.

     Interest  expense and dividends on Company-obligated mandatorily redeemable
convertible  securities  of a subsidiary trust decreased to $6.2 million for the
third  quarter  of  fiscal 2001 from $8.3 million in the third quarter of fiscal
2000, a decrease of $2.1 million or 25.4%. This decrease in interest expense was
primarily  attributable  to  the lower amount of overall debt outstanding during
the current quarter.  The weighted average balance outstanding under such credit
facilities  and  convertible  securities  was  $394.6 million during the quarter
ended  June  30,  2001,  at a weighted average interest rate of 5.8% compared to
$454.9  million  during  the  quarter ended June 30, 2000 at an average interest
rate  of  6.9%.

     Equity  in  partnership  and  joint venture earnings decreased in the third
quarter  of fiscal 2001 to $1.5 million from $6.4 million for the same period in
the  prior  year,  a  decrease  of  $4.9  million,  or  76.6%.  The decrease was
primarily  due  to a $5.0 million gain recognized in the third quarter of fiscal
2000  resulting  from  the  liquidation of property held by one of the Company's
unconsolidated  partnerships.

     Income taxes decreased to $5.0 million for the third quarter of fiscal 2001
from  $8.3  million  in  the  third  quarter  of fiscal 2000, a decrease of $3.3
million  or  39.8%.  The effective tax rate for the third quarter of fiscal 2001
was  42.6%  compared to 36.0% for the third quarter of fiscal 2000. The increase
in  the  effective  tax  rate  is  attributable  to an increase in nondeductible
goodwill  as  a  percentage  of  income  before  taxes.

NINE  MONTHS  ENDED  JUNE  30,  2001 COMPARED TO NINE MONTHS ENDED JUNE 30, 2000

     Parking  revenues  for  the  first  nine months of fiscal 2001 decreased to
$454.8  million  from  $477.6 million in the first nine months of fiscal 2000, a
decrease  of  $22.8  million,  or  4.8%.  The  decrease primarily results from a
decline in the number of leased locations, including certain facilities that are
now  operated as management locations. Revenues from foreign operations amounted
to  approximately  $25.7  million  and  $24.9 million for the nine-month periods
ended  June  30,  2001  and  2000,  respectively.

     Management  contract revenues for the first nine months of fiscal 2001 were
largely  unchanged  at  $76.0 million, decreasing from $76.7 million in the same
period  of  fiscal  2000,  a  decrease  of  $0.7  million  or  1.0%.

     Cost  of  parking  in  the  first  nine  months of 2001 decreased to $379.2
million  from  $400.0  million  in  the first nine months of 2000, a decrease of
$20.8  million or 5.2%. This decrease was due primarily to decreases in rent and
payroll  expense  resulting  from  fewer locations. Rent expense decreased $14.6
million  to  $218.4  million in the first nine months of 2001 compared to $233.0
million  in  the  first  nine  months  of 2000.  Rent as a percentage of parking
revenues  decreased  to 48.0% in the first nine months of 2001 from 48.8% in the
same  period  of  2000.  Payroll decreased $7.6 million in the nine-month period
ended  June  30,  2001  over  the  same  period  in  2000.  Cost of parking as a
percentage  of  parking  revenues decreased to 83.4% in the first nine months of
fiscal  2001  from  83.8%  in  the  first  nine  months  of  fiscal  2000.

     Cost  of  management  contracts  in  the  first  nine months of fiscal 2001
increased  to $31.2 million from $25.1 million in the comparable period in 2000,
an  increase  of  $6.1  million  or  24.1%. 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 revenue increased to 41.1% for the first nine
months  of  fiscal 2001 from 32.8% for the same period in 2000, primarily due to
the  aforementioned  items.

     General and administrative expenses, excluding amortization of goodwill and
non-compete  agreements, decreased to $51.1 million for the first nine months of
fiscal  2001  from $56.4 million in the first nine months of 2000, a decrease of
$5.3  million  or  9.4%.  This  decrease  is  due  primarily  to $3.1 million of
additional  depreciation  in  the  prior  year  resulting from the adoption of a
shorter  life  on  certain  Allright  related  computer  assets.  General  and
administrative expenses, as a percentage of total revenues decreased to 9.6% for
the first nine months of fiscal 2001 compared to 10.2% for the first nine months
of  fiscal  2000.

     Goodwill  and non-compete amortization for the nine-month period ended June
30,  2001 remained constant at $9.0 million compared to the same period in 2000.

     The  Company  incurred  $3.7 million of merger related expenses on a pretax
basis during the nine months ended June 30, 2000 that were reported as operating
expenses.  Included  in  these  costs  are  approximately $1.3 million of legal,
accounting,  and  consulting fees; $1.1 million related to employment agreements
and severance; and the balance of $1.3 million in travel, supplies, printing and
other out of pocket expenses.  The costs which were directly attributable to the
merger  and  are  incremental  to  the  combined  companies were recognized when
incurred.  No  such  expenses  have  been  incurred  in the current fiscal year.

     Net  property-related  losses  for  the  nine  months  ended  June 30, 2001
amounted  to  $2.6  million  compared  to  net  gains  of  $2.2  million for the
comparable period in fiscal 2000. Gains on sale of property of $6.6 million were
offset  by  impairment  charges for leasehold improvements and intangible assets
totaling  $4.0  million and lease termination charges of $5.2 million during the
nine  months  ended  June 30, 2001. For the same period in fiscal 2000, gains on
sale  of property of $2.7 million were offset by impairment charges for contract
rights  of  $0.5  million.

     Interest  income  decreased  to  $4.3  million for the first nine months of
fiscal  2001  from  $5.2  million  in  the  first  nine months of fiscal 2000, a
decrease  of $0.9 million, or 16.7%. The decrease in interest income is a result
of  the  retirement  of a $10.3 million note during the fourth quarter of fiscal
2000.

     Interest  expense and dividends on Company-obligated mandatorily redeemable
convertible  securities of a subsidiary trust decreased to $20.9 million for the
first  nine months of fiscal 2001 from $24.5 million in the first nine months of
fiscal  2000,  a  decrease  of  $3.6 million or 14.5%. This decrease in interest
expense  was  primarily  attributable to lower overall outstanding debt balances
during  the  period.  The weighted average balance outstanding under such credit
facilities  and  convertible securities was $400.5 million during the nine-month
period ended June 30, 2001, at a weighted average interest rate of 6.5% compared
to  $463.2  million  during  the  same  period ended June 30, 2000 at an average
interest  rate  of  6.8%.

     Equity  in  partnership  and  joint venture earnings decreased in the first
nine months of fiscal 2001 to $4.2 million from $9.1 million for the same period
in  the  prior  year,  a  decrease  of $4.9 million, or 54.4%.  The decrease was
primarily  due  to a $5.0 million gain recognized in the third quarter of fiscal
2000  resulting  from  the  liquidation of property held by one of the Company's
unconsolidated  partnerships.

     Income  taxes  excluding  the  extraordinary  item and cumulative effect of
accounting  change,  decreased  to  $17.7  million  for the first nine months of
fiscal  2001  from $18.9 million in the first nine months of 2000, a decrease of
$1.2 million or 6.2%. The effective tax rate for the first nine months of fiscal
2001  was 41.3%, compared to 38.1% for the first nine months of fiscal 2000. The
increase  in  the  effective  tax  rate  is  attributable  to  an  increase  in
nondeductible  goodwill  as  a  percentage  of  income  before  taxes.


LIQUIDITY  AND  CAPITAL  RESOURCES

     Operating  activities  for the nine months ended June 30, 2001 provided net
cash  of  $32.3 million, compared to $62.4 million of cash provided by operating
activities  for  the  nine  months  ended  June 30, 2000.  Net earnings of $24.9
million  and depreciation and amortization of $35.7 million, offset by decreases
in  accounts  payable  and  accrued  expenses  of $13.7 million and income taxes
payable  of  $6.9 million and increases in other assets of $7.1 million, account
for  the  majority of the cash provided by operating activities during the first
nine  months  of  fiscal  2001.

     Investing  activities for the nine months ended June 30, 2001 used net cash
of  $0.8  million,  compared  to  $23.2  million  of net cash used for investing
activities  for  the  same  period  in  2000. Proceeds of $21.3 million from the
disposition  of  property  and  equipment,  offset  by the purchase of property,
equipment,  leasehold improvements, and contract rights of $24.6 million account
for  the  majority  of  the  cash used by investing activities in the first nine
months  of  fiscal 2001. Purchase of property, equipment, leasehold improvements
and contract rights of $50.6 million, partially offset by proceeds from sales of
property  of  $20.8 million and repayments of advances to partnerships and joint
ventures  of  $5.9  million accounted for the majority of cash used by investing
activities  during  the  first  nine  months  of  fiscal  2000.


     Financing  activities for the nine months ended June 30, 2001 used net cash
of  $39.9  million,  compared  to  $46.7  million  in  the  same period in 2000.
Principal  repayments  on  notes  payable and capital lease obligations of $42.5
million  and  the  repurchase  of  $10.9  million of common stock, offset by net
borrowings  under the revolving credit facility of $16.1 million account for the
majority  of  the cash used by financing activities during the nine months ended
June  30,  2001.  Net  payments  under  the  revolving credit agreement of $34.5
million  and  repurchase  of  common stock of $10.3 million, partially offset by
proceeds  from  the  issuance  of notes payable of $13.3 million account for the
majority  of  the cash used by financing activities during the nine months ended
June  30,  2000.

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

     The  Allright  Registration  Rights  Agreement,  as noted under the caption
"Risk  Factors"  in  the  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations section of the Company's Report on Form 10-K
for  the  year  ended  September  30,  2000,  provides  certain  limitations and
restrictions  upon  Central  Parking's  ability  to  issue new shares of Central
Parking  common  stock.  Until  certain  shareholders  of  Central  Parking have
received  at least $350 million from the sale of Central Parking common stock in
either registered offerings or otherwise, Central Parking cannot sell any shares
of  its  common  stock  on  its own behalf, subject to certain exceptions. While
Central  Parking  does  not expect this limitation to affect its working capital
needs,  it  could  have  an  impact  on  Central  Parking's  ability to complete
significant acquisitions. The decreased market value of Central Parking's common
stock  also  could  have  an  impact  on  Central  Parking's ability to complete
significant  acquisitions  or  raise  additional  capital.

Future  Cash  Commitments
     On  January  18,  2000,  the  Company's  board  of directors authorized the
repurchase  of  up  to $50 million in outstanding shares of the Company's common
stock.  The  Company's  bank  lenders  subsequently  approved  the repurchase on
February  14,  2000.  Subject  to availability, the repurchases may be made from
time  to  time in open market transactions or in privately negotiated off-market
transactions at prevailing market prices that the Company deems appropriate.  As
of  June 30, 2001 the Company had repurchased 1.4 million shares at a total cost
of  $25.5  million.

     The  Company  routinely  makes capital expenditures to maintain and enhance
customer  service  at parking facilities under its control. Capital expenditures
for  the  nine  months  ended  June  30,  2001  were  $22.6  million.

Credit  Facility
     On  March  19,  1999,  the  Company  established a new credit facility (the
"Credit Facility") providing for an aggregate availability of up to $400 million
consisting  of  a  five-year  $200 million revolving credit facility including a
sub-limit  of  $25  million  for  standby  letters of credit, and a $200 million
five-year  term  loan.  The  Credit Facility bears interest at LIBOR plus a grid
based  margin dependent upon Central Parking achieving certain financial ratios.
The  amount  outstanding under the Company's Credit Facility as of June 30, 2001
was  $244.0 million with a weighted average interest rate of 4.9%, including the
principal  amount  of  the  term loan of $137.5 million which is being repaid in
quarterly  payments  of  $12.5  million  through March 2004. 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 aggregate availability under the Credit facility was $68.5
million  at  June  30,  2001.

Convertible  Trust  Issued  Preferred  Securities  and  Equity  Offerings
     On March 18, 1998, the Company completed an offering of 2,137,500 shares of
common  stock.  The  Company  received  net  proceeds from the offering of $89.1
million.  Concurrent  with  the  common  stock offering, the Company created the
Trust  which  completed  a  private  placement of 4,400,000 shares at $25.00 per
share  of  5.25%  convertible  trust  issued preferred securities pursuant to an
exemption  from  registration  under the Securities Act of 1933, as amended. The
Preferred  Securities  represent preferred undivided beneficial interests in the
assets of Central Parking Finance Trust, a statutory business trust formed under
the laws of the State of Delaware. The Company owns all of the common securities
of  the  Trust.  The  Trust exists for the sole purpose of issuing the Preferred
Securities  and  investing the proceeds thereof in an equivalent amount of 5.25%
Convertible  Subordinated  Debentures  ("Convertible Debentures") of the Company
due  2028. The net proceeds to the Company from the Preferred Securities private
placement  were  $106.0  million. Each Preferred Security is entitled to receive
cumulative  cash  distributions at an annual rate of 5.25% (or $1.312 per share)
and  will  be  convertible  at  the  option of the holder thereof into shares of
Company  common  stock  at  a conversion rate of 0.4545 shares of Company common
stock  for  each  Preferred  Security (equivalent to $55.00 per share of Company
common  stock),  subject  to  adjustment in certain circumstances. The Preferred
Securities  do  not  have  a  stated  maturity date but are subject to mandatory
redemption  upon  the  repayment  of  the Convertible Debentures at their stated
maturity  (April  1,  2028)  or  upon  acceleration  or earlier repayment of the
Convertible  Debentures.  The  proceeds  of  the  equity  and preferred security
offerings  were  used  to  repay  indebtedness.

     The  Company's consolidated balance sheets reflect the Preferred Securities
of  the Trust as company-obligated mandatorily redeemable convertible securities
of  subsidiary  whose sole assets are convertible subordinated debentures of the
Parent.


ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK
-------------------------------------------------------------------------

     Interest  Rates
The  Company's  primary  exposure to market risk consists of changes in interest
rates  on variable rate borrowings.  As of June 30, 2001, the Company had $244.0
million  of  variable  rate debt outstanding under the Credit Facility priced at
LIBOR plus 87.5 basis points.  The Company is required under the Credit Facility
to  enter  into  interest  rate  protection  agreements  designed  to  limit the
Company's exposure to increase in interest rates.  As of June 30, 2001, interest
rate  protection  agreements  had  been  purchased  to hedge $100 million of the
Company's  variable rate debt.  Please refer to the paragraph entitled Long-Term
Debt  in  the  Notes  to  the  Financial  Statements  for  a  description of the
individual  interest rate protection agreements.  With such agreements in place,
a  1%  increase  in  market  interest  rates  would  result  in  an  increase of
approximately  $2.2  million  in  annual  interest  expense.

     $137.5  million of the Credit Facility is payable in quarterly installments
of  $12.5  million and $106.5 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.

<PAGE>
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,
Ohio,  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  and  Allright  in  the  form  of  civil  investigative  demands.

     Central and Allright entered into a settlement agreement with the Antitrust
Division  on  March  16,  1999, under which the two companies agreed to divest 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, and the Company believes that at least one of these states,
Tennessee,  is  still  conducting  a  review  of  the  operations of Central and
Allright.  The  Company  has  completed the divestiture of all of the facilities
required  to  be  divested by the settlement agreement. The settlement agreement
provides  that  Central  and  Allright  may  not  operate  any  of  the divested
facilities for a period of two years following the divestiture of such facility.



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

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

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

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

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

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

     (b)  Articles  of  Amendment  to the Charter of Central Parking Corporation
increasing  the authorized number of shares of common stock, par value $0.01 per
share,  to  one  hundred  million (Incorporated by reference to Exhibit 2 to the
Company's  10-Q  for  the  quarter  ended  June  30,  1999).

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

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

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

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

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

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

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

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

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

10.1          Executive  Compensation  Plans  and  Arrangements

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


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

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

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

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

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

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

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

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

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

     (k)  Second  modification  of  Performance Unit Agreement of James H. Bond.
     (Filed  herewith).

     (l) James J. Hagan Employment Agreement, dated June 12, 2000. (Incorporated
     by  reference  to Exhibit 10.1 to the Company's Report on Form 10-K for the
     period  ended  September  30,  2000.)

     (m)  Deferred Stock Unit Plan (Incorporated by reference to Exhibit 10.1 to
     the Company's Annual Report on Form 10-K for the period ended September 30,
     1998).

     (n)  EPS  Compensation  Program  for  Senior  Executives.  (Incorporated by
     reference  to Exhibit 10.1 (m) of the Company's Report on Form 10-K for the
     period  ended  September  30,  1999).

     (o) William J. Vareschi Employment Agreement dated as of February 28, 2001.
     (Filed  herewith)

     (p)  James  H.  Bond  Employment Agreement dated as of may 31, 2001. (Filed
     herewith)

     (q)  Emanuel  J.  Eads  Employment  Agreement  dated as of October 1, 2000.
     (Filed  herewith)

     (r)  Gregory  A.  Susick  Employment Agreement dated as of October 1, 2000.
     (Filed  herewith)

     (s)  Jeff L. Wolfe Employment Agreement dated as of October 1, 2000. (Filed
     herewith)

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

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


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

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


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

10.6 Form  of  Management Contract (Incorporated by eference to Exhibit 10.14 to
     the  Company's  Registration  Statement  No.  33-95640  on  Form  S-1.)

10.7 Form  of Lease (Incorporated by reference to Exhibit 10.15 to the Company's
     Registration  Statement  No.  33-95640  on  Form  S-1.)

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

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

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

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

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

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

10.14  Amended and Restricted Credit Agreement dated as of February 14, 2000, by
     and  among  various banks, with Bank of America, N.A., as Agent and Central
     Parking  Corporation  and certain affiliates. (Incorporated by reference to
     the  Company's  Report  of  Form 10-Q for the quarter ended June 30, 2000.)

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

10.16 Consultancy Agreement dated as of January 21, 1997 between Central Parking
     System,  Inc.  and  Lowell  Harwood  (Incorporated  by reference to Exhibit
     (c)(4)  to  the  Company's  Tender  Offer Statement on Schedule 14D-1 filed
     December  13,  1996).

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

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

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

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

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

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

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

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

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

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

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

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


     (b)  Reports  on  Form  8-K

     On  May 29, 2001, the Company filed a current report on form 8-K announcing
the  hiring  of  Mr.  Hiram A. Cox as Chief Financial Officer, incorporating the
text  of  a  press  release  on  that  date.

     On July 18, 2001, the Company filed a current report on form 8-K announcing
its  forecasted  operating  results  for  the  third  quarter  of  fiscal  2001,
incorporating  the  text  of  a  press  release  dated  July  17,  2001.

     On  August  13,  2001,  the  Company  filed  a  current  report on form 8-K
announcing  the  acquisition of USA Parking Systems, incorporating the text of a
press  release  dated  August  8,  2001.

     On  August  13,  2001,  the  Company  filed  a  current  report on form 8-K
announcing  the  results for the third quarter of fiscal 2001, incorporating the
text  of  a  press  release  dated  August  9,  2001.





<PAGE>
                                   SIGNATURES

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

                                   CENTRAL  PARKING  CORPORATION


Date:     August  31,  2001                       By:  /s/  Hiram  A.  Cox

          -----------------                            -------------------
                                                       Hiram A. Cox

                                                       Senior Vice President and
                                                        Chief Financial Officer

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

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

                             Senior Vice President and
   /s/  Hiram  A.  Cox        Chief Financial Officer        August 31, 2001

--------------------------
        Hiram A. Cox

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.