SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

                               FORM 10-K

(Mark One)

x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the fiscal year ended September 30, 1996.

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


Commission file number 001-13950

Exact Name of Registrant as Specified in Its Charter:
        CENTRAL PARKING CORPORATION
		
State or Other Jurisdiction of Incorporation or Organization:
        Tennessee

I.R.S. Employer Identification No.:  62-1052916
		
Address of Prncipal Executive Offices:  2401 21st Avenue South,
                                        Suite 200, Nashville, Tennessee
Zip Code:                               37212
		
Registrant's Telephone Number, Including Area Code: (615) 297-4255

Securities Registered Pursuant to Section 12(b) of the Act:  None

Securities Registered Pursuant to Section 12(g) of the Act:

Title of Class:                              Common Stock $0.01 par Value
Name of each Exchange on which registered:   New York Stock Exchange
		
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 by check mark if disclosure of delinquent filers pursuant  to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K.  [  ]

The aggregate market value of the Common Stock held by non-affiliates of 
the registrant, based on the closing price of the Common Stock on the New 
York Stock Exchange on December 18, 1996, was $128,908,072.  For purposes 
of this response, the registrant has assumed that its directors, 
executive officers, and beneficial owners of 5% or more of its Common 
Stock are the affiliates of the registrant.  

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

Class:                                  Common Stock, $0.01 par value
Outstanding at December 18, 1996:       17,489,768

                  DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual Meeting of 
Shareholders to be held on February 28, 1997 are incorporated by 
reference into Part III of this Form 10-K.  Portions of the Registrant's 
Annual Report to Shareholders for the fiscal year ended September 30, 
1996 are incorporated by reference into Part II  of this Form 10-K.


                                 PART I

ITEM 1. 	BUSINESS

GENERAL

        The Company, founded in 1968, is a leading provider of
parking services in the United States.  As of September 30, 1996, 
the Company operated 1,359 parking facilities containing 
approximately 546,000 spaces, including 109 international 
facilities with approximately 40,578 spaces, located in 32 states, 
the District of Columbia, Puerto Rico, the United Kingdom, Germany 
and Mexico.  Since 1993, the Company has added on a net basis an 
average of approximately 137 properties to its operations each 
year.  Since its inception, the Company has sought to increase the 
level of integrity and professionalism in the parking industry.  
Management believes the Company's reputation for professional 
integrity is the cornerstone of its success and differentiates it 
from competitors.  The Company's leadership position in the 
parking industry is a result of applying professional management 
strategies to a consolidating industry historically managed by 
small local operators, understanding the needs of the parking 
public, applying technology to parking services, retaining 
employees through proprietary training programs, and utilizing an 
incentive compensation system that rewards performance.

        The Company operates parking facilities under three general
types of arrangements:  management contracts, leases, and fee 
ownership.  As of September 30, 1996, the Company operated 770 
parking facilities through management contracts, leased 552 
parking facilities, and owned 37, either independently or in joint 
ventures with third parties.  The general terms and benefits of 
these three types of arrangements are described as follows:

        MANAGEMENT CONTRACTS.  The Company's responsibilities under
a management contract as a facility manager include hiring, 
training, and staffing parking personnel, and providing 
collections, accounting, recordkeeping, insurance, and 
facility marketing services.  In general, the Company is not 
responsible for structural, mechanical, or electrical 
maintenance or repairs, or for providing security or guard 
services.  The Company generally receives a base monthly fee 
for managing these facilities plus fees for ancillary 
services such as  insurance, accounting, equipment leasing, 
and consulting and often receives a percentage of facility 
revenues above a base amount.  Under the Company's typical 
management contract, the facility owner pays a minimum 
management fee and operating expenses such as taxes, license 
and permit fees, insurance, payroll and accounts receivable 
processing, and wages of personnel assigned to the facility.  
In addition, the facility owner also pays for maintenance, 
repair costs, and capital improvements.  The typical 
management contract is for a term of one to three years and 
is renewable, typically for successive one-year terms.  The 
Company's management contract renewal rates for the years 
ended September 30, 1996, 1995, and 1994, were 92.4%, 95.0%, 
and 97.3%, respectively.

        LEASES.  In contrast to management contracts, lease
arrangements are typically for terms of three to ten years, 
with a renewal term, and provide for a contractually 
established payment to the facility owner regardless of the 
operating earnings of the parking facility.  The Company's 
rent is generally either a flat annual amount, a percentage 
of gross revenues, or a combination thereof.  Under its 
leases, the Company is responsible for all facets of the 
parking operations, including utilities and ordinary and 
routine maintenance, but is generally not responsible for 
major maintenance, repair, or property taxes.  The leased 
facilities require a longer commitment and a larger capital 
investment by the Company than managed facilities but 
provide a more stable source of revenue and a greater 
opportunity for long-term revenue growth.

        FEE OWNERSHIP.  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 all growth in owned facility 
revenue flows directly to the Company.  Additionally, 
ownership provides the potential for realizing capital gains 
from the appreciation in the value of underlying real 
estate.  The Company typically targets ownership 
opportunities in cities in which it currently operates, 
focusing on unrelated sites that are being used as parking 
facilities.  The Company also seeks  joint venture partners 
who are established local or regional developers pursuing 
financing alternatives for development projects.  Joint 
ventures typically involve a development where the parking 
facility is a part of a larger multi-use project, allowing 
the Company's joint venture partners to benefit from a 
capital infusion to the project.  Joint ventures offer the 
revenue growth potential of ownership with a partial 
reduction in capital requirements.  Prior to 1994, the 
Company's ability to purchase properties was limited by a 
contractual arrangement with Realty Parking Properties II 
L.P. (see "Item 2 Parking Facility Properties --- Parking 
Consultant to Fund").

        The Company provides parking management services at multi-
level parking facilities and surface lots.  It also provides 
parking consulting services, shuttle services, valet services, 
parking meter enforcement services, and billing and collection 
services.  The Company distinguishes itself from its competitors 
by combining a reputation for professional integrity and quality 
management with operating strategies designed to increase the 
revenues of parking operations for its clients.  The Company's 
clients include some of the nation's largest owners and developers 
of mixed-use projects, major office building complexes, sports 
stadiums, hotels, and municipalities.  Parking facilities operated 
by the Company include, among others, certain terminals operated 
by BAA Heathrow International Airport (London), the Prudential 
Center (Boston), Ericsson Stadium (Charlotte), Busch Stadium (St. 
Louis), Reunion Arena (Dallas), Cinergy Field (Cincinnati), Coors 
Field (Denver), Oriole Park at Camden Yards (Baltimore), and 
various parking facilities owned by the Hyatt and Westin hotel 
chains, the Rouse Company, Faison Associates, May Department 
Stores, Equity Office Properties, and Crescent Real Estate.  None 
of these clients account for more than 5% of the Company's total 
revenues.

        The Company's early growth was generated by the new
construction of large office buildings, hotels, retail centers, 
and mixed-use developments in the United States.  However, when 
domestic commercial development began declining in the late 
1980's, the Company instituted a "take-away" strategy to replace 
existing operators by offering value added services at competitive 
prices, thus increasing clients' profitability.  The Company also 
has grown in recent years as a direct result of the purchase of 
contract rights and international expansion.  In 1992, the Company 
purchased for $8 million the contract rights to manage 103 parking 
facilities owned, leased, or managed by an unrelated parking 
company, which accounted for approximately 22% of the Company's 
revenues in fiscal 1996.  The Company has a separate contract for 
each facility.  The contract rights are amortized over the various 
facility contract terms through 2004.  The Company believes these 
contracts should experience the same general renewal rates the 
Company has experienced in its overall business operations.  
Additionally, although the Company did not begin operating 
internationally until the early 1990's, the United Kingdom 
operations accounted for approximately 9% of the Company's 
revenues in fiscal 1996.  The Company also operates five parking 
facilities through a joint venture in Germany, 16 parking 
facilities through a joint venture in Mexico, 17 parking 
facilities in Puerto Rico, provides parking consulting services in 
Malaysia, and has a business development office in the
Netherlands.

        The following table sets forth certain information regarding
the number of managed, leased, or owned facilities as of the 
specified dates:

                                                                       
                          As of September 30,
                     1996        1995          1994
Managed facilities    770         715           626
Leased facilities     552         485           436
Owned facilities       37          31            26
   Total            1,359       1,231         1,088

INDUSTRY

        The parking industry is highly fragmented, consisting of a
few nationwide companies and a large number of smaller operators, 
including a substantial number of companies providing parking as 
an ancillary service in connection with property management or 
ownership.  The primary industry participants are almost 
exclusively privately-held companies.  Management believes the 
parking industry is consolidating as property managers favor 
larger-scale operations, more reliable operating systems, better 
revenue controls, and an increased emphasis on customer service.

        Overall parking industry expansion is created by new
construction.  Since new construction in the United States slowed 
in the late 1980's and has only gradually begun to increase in 
recent years, growth in parking companies in the 1990's has 
generally resulted from take-aways from other parking companies.  
Take-aways and new construction are essential to growth in the 
parking industry because of the limitations on growth revenues of 
existing operations.  While some growth in revenues from existing 
operations is possible through redesign, increased operational 
efficiency, or increased facility use and prices, such growth is 
ultimately limited by the size of a facility and market 
conditions.

        Management believes that most commercial real estate
developers and property owners view services such as parking as 
potential profit centers rather than cost centers.  These parties 
outsource parking operations to parking management companies in an 
effort to maximize profits or leverage the original rental value 
to a third-party lender.  Parking management companies can 
increase profits by using managerial skills and experience, 
operating systems, and operating controls unique to the parking 
industry.

        Privatization of government operations and facilities could
provide new opportunities for the parking industry.  Cities and 
municipal authorities may consider retaining private firms to 
operate facilities and parking-related services in an effort to 
reduce operating budgets and increase efficiency.  Privatization 
in the United Kingdom has already provided significant expansion 
opportunities for private parking companies.

OPERATING STRATEGY

        The Company's operating strategy is to increase revenues and
profitability of its owned, leased, and managed parking facilities 
through containing costs and realizing economies of scale; 
emphasizing the importance of marketing; maintaining strict cash 
control; using a decentralized management structure; providing 
strong training programs for employees; enhancing management 
information systems; offering ancillary services; working to 
retain parking patrons; and selecting strategic facility sites.

        CONTAIN COSTS AND REALIZE ECONOMIES OF SCALE.   In order to
provide competitively priced services, the Company must contain 
costs.  The Company has sought to contain its labor costs by 
creating a decentralized structure of well-trained, highly 
motivated managers that is complemented by computerized parking 
and accounting systems.  Managers are trained to analyze staffing 
and cost control issues, and each facility is carefully tracked on 
a monthly basis to determine whether financial results are within 
budgeted ranges.  In its early stages, the Company grew by adding 
management contracts much more rapidly than it added more capital-
intensive leased or owned facilities.  This strategy allowed the 
Company to grow and create economies of scale for certain 
administrative and accounting functions with relatively little 
capital investment.  In addition, the Company's size has allowed 
it to invest in sophisticated technology systems, such as 
computerized card tracking and accounting systems.  The Company is 
experimenting with a variety of automated parking settlement 
systems that could enhance revenue by increasing the efficiency 
and accuracy of payment collection, lowering labor costs, and 
reducing lost revenue at parking facilities.  Furthermore, the 
Company will not enter a new market unless management believes it 
has the opportunity to rapidly obtain the market presence 
necessary to support the required overhead costs.

        EMPHASIZE SALES AND MARKETING EFFORTS.  The Company's
management is actively involved in developing and maintaining 
business relationships and in exploring opportunities for growth.  
The Company's incentive compensation system rewards managers who 
are able to develop new business, and this incentive system is the 
cornerstone of the Company's culture.  The Company's marketing 
efforts are designed to expand its operations by developing 
lasting relationships with major developers and asset managers, 
business and government leaders, and other high quality clients.  
The Company implements its marketing strategy by encouraging 
managers to pursue new opportunities at the local level while 
simultaneously selectively targeting key clients and projects at a 
national level.

        MAINTAIN CASH CONTROL.  Strict cash control is critical to
the Company and its clients.  The Company's cash control 
procedures are based on a ticketing system supervised by high 
level managers and include on-site spot checks, multiple daily 
cash deposits, local audit functions, managerial oversight and 
review, and internal audit procedures.  All tickets and gate 
counts are reconciled daily against cash collected.  Management 
believes its cash control procedures are effective in minimizing 
the loss of revenues at parking facilities.

        DECENTRALIZE MANAGEMENT STRUCTURE.  The Company has achieved
what management believes is a successful balance between 
centralized and decentralized management.  Because its business is 
dependent, in large part, on personal relationships, the Company 
provides its managers with a significant degree of autonomy in 
order to encourage prompt and effective responses to local market 
demands.  In conjunction with this local operational authority, 
the Company provides, through its corporate office, services that 
typically are not readily available to independent operators such 
as management support, marketing and business expertise, training, 
and financial and information systems.  The Company retains 
centralized control, however, over those functions necessary to 
monitor service quality and cash control integrity and to maximize 
operational efficiency.  Services performed at the corporate level 
include billing, quality improvement oversight, financial and 
accounting functions, policy and procedure development, systems 
design, and corporate acquisitions and development.

        TRAINING PROGRAMS AND INCENTIVE COMPENSATION.  Management
believes that the Company's management training program is a 
significant factor in the Company's success.  Formalized in 1986, 
this program is designed to identify and hire individuals that 
meet a variety of criteria intended to enhance the likelihood of 
success.  Employees participating in the Company's management 
program are generally required to have a college degree.  The 
Company has approximately 500 management positions and hires 
approximately 100 managers a year.  New managers in the Company's 
management trainee program are assigned to a particular facility 
where they are supervised as they manage one to five employees.  
The management trainee program lasts approximately one year and 
teaches a wide variety of skills, including organizational skills, 
basic management techniques, and basic accounting.  Upon 
successful completion of this stage of the program, management 
trainees are promoted to facility manager in charge of a 
particular parking facility.  The Company continues to train 
facility managers for an additional year, at which time the 
successful managers are typically promoted to position of area 
manager.  Area managers oversee several facilities and report to 
an operations manager.  Operations managers oversee all or a 
portion of a city and report to a general manager.  Each general 
manager is responsible for both managing a particular city and 
focusing on marketing the Company's services in that city.  
General managers are entitled to a bonus based on the performance 
of the Company's operations in that city.  All positions at the 
general manager level and above require a substantial time 
commitment to marketing and business development.

        The Company's incentive compensation system rewards managers
at the general manager level and above for the profitability of 
their respective areas of responsibility.  Each person 
participating in the incentive program generally receives a 
substantial portion of their compensation from this incentive 
compensation system.  Incentive compensation payments typically 
range from 20% to 50% of total compensation.

        ENHANCE MANAGEMENT INFORMATION SYSTEMS.  In the last five
years, the Company has completely re-engineered and replaced all 
of its accounting and operations software.  Central to this effort 
has been the development of industry-specific software models, 
such as the Parker Accounts Receivable System, a proprietary 
software system used to generate  a range of reports related to 
receivables and to audit access control systems for the Company's 
parking facilities.  The Company's distributed systems, which 
include payroll, revenue collection, and monthly line-item 
budgeting, provide local management access to data pertinent to 
their operations, while allowing corporate review of all data.  
The Company also provides bookkeeping services through an 
accounting division that maintains separate financial statements 
for large or complex facilities.

        OFFER ANCILLARY SERVICES.  The  Company provides services
that are complementary to parking facility management, with a 
particular emphasis on consulting services.  For example, the 
Company's operations in the United Kingdom grew out of a single 
consulting arrangement.  Other ancillary services include parking 
meter enforcement services, on-street parking services, car 
pooling coordination, shuttle van services, and public 
transportation services.  These ancillary services do not 
constitute a significant portion of the Company's revenues, but 
management believes that the provision of ancillary services can 
be important in obtaining new business and preparing the Company 
for future changes in the parking industry.

        RETAIN PARKING PATRONS.  In order for the Company to
succeed, its parking patrons must have a positive experience at 
Company facilities.  Accordingly, the Company stresses the 
importance of having safe, clean facilities and cordial employees.  
Each facility manager has primary responsibility for the 
environment at the facility, and is evaluated on his or her 
ability to retain parking patrons.  The Company also monitors 
customer satisfaction through customer surveys and "mystery 
parker" programs.

        SELECT FACILITY SITES.  In existing markets, the facility
site selection process begins with identification of a possible 
facility site and the analysis of projected revenues and costs at 
the site by general managers and regional managers.  The managers 
then conduct an examination of a location's potential demand based 
on traffic patterns and counts, area demographics, and potential 
competitors.  Pro forma financial statements are then developed 
and a Company representative will meet with the property owner to 
discuss the terms and structure of the agreement.



GROWTH STRATEGY

        Historically, the Company's operations have grown primarily
through the addition of management contracts.  Concentration on 
management contracts was a function of client demands for such 
arrangements coupled with the Company's capital and contractual 
restraints that limited leasing and fee ownership opportunities.  
See "Item 2 Parking Facility Properties --- Parking Consultant to 
Fund."  Because of its operating results, increased cash flows, 
and release from such contractual restraints, the Company has 
begun to make more capital intensive investments in leasing and 
ownership of parking facilities.  The Company currently intends to 
increase the relative number of leased and owned facilities in its 
total operations, and to convert  managed facilities to leased or 
owned facilities when possible.  The Company will, however, 
continue to pursue management contracts with clients or potential 
clients who prefer that arrangement.  Set forth below are the key 
elements of the Company's growth strategy.

        INCREASE MARKET SHARE.  The Company plans to continue to add
properties to its operations by focusing its marketing efforts on 
increasing market share at the local level, targeting asset 
managers and developers with a national presence, and pursuing 
specific projects associated with high-use, special-purpose 
facilities.

        LOCAL.  At the local level the Company's sales and marketing
efforts are decentralized and are directed towards 
identifying new expansion opportunities within a particular 
city or region.  Managers are trained to develop the 
business contacts necessary to generate new opportunities 
and to monitor their local markets for take-away and 
outsourcing opportunities.  The Company provides its 
managers with a significant degree of autonomy in order to 
encourage prompt and effective responses to local market 
demands, which is complemented by management support and 
marketing training through the Company's corporate offices.  
In addition, a manager's compensation is dependent, in part, 
upon his or her success in developing new business.  By 
developing business contacts locally, the Company's managers 
often get the opportunity to bid on projects  when asset 
managers and property owners are dissatisfied with current 
operations and also learn in advance of possible new 
projects.

        NATIONAL.  At the national level, the Company's marketing
efforts are undertaken primarily by upper-level management 
who target developers, governmental entities, the 
hospitality industry, mixed-use projects, and medical 
facilities.  These efforts are directed at operations that 
generally have national name recognition, substantial demand 
for parking related services, and the potential for nation-
wide growth.  For example, the Company's current clients 
include, among other national property ownership companies 
and hotel chains, the Rouse Company, Faison Associates, 
Equity Office Properties, May Department Stores, Crescent 
Real Estate, Westin Hotels, and Hyatt Hotels.  None of these 
clients account for more than 5% of the Company's total 
revenues.  Management believes that providing high-quality, 
efficient services to such companies will lead to additional 
opportunities as those clients continue to expand their 
operations.  Outsourcing by parking facility owners will 
continue to be a source for additional facilities, and 
management believes the Company's experience and reputation 
with large asset managers give it a competitive advantage in 
this area.

        SPECIALIZED HIGH-USE FACILITIES.  The Company targets
facilities that are located to take advantage of a mixed 
customer base.  These locations generally are in 
metropolitan areas and are convenient to entertainment, 
tourist, and leisure attractions, such as downtown sporting 
areas, or are associated with 24-hour facilities, such as 
hospitals and airports.  Such facilities combine commuter 
demand with off-hour demand resulting in relatively higher 
utilization.  For example, the Company has targeted special 
event parking and currently operates parking facilities at, 
or convenient to, sports venues such as Madison Square 
Garden, the new Boston Garden, Busch Stadium, Cinergy Field, 
Ericsson Stadium (Carolina Panthers), Oriole Park at Camden 
Yards, Coors Field, and Reunion Arena.  The Company also 
targets facilities near urban entertainment and tourist 
destinations such as its operations at CoCo Walk in Miami, 
One Colorado Place in Pasadena, California, Larimer Square 
in Denver, and Harbor Place in Baltimore.  Examples of 
current mixed-used facility clients include Crown Center in 
Kansas City, Prudential Center in Boston, Arizona Center in 
Phoenix, and Canary Wharf in London.

        ACQUIRE ADDITIONAL OPERATORS.  Although the Company
historically has focused primarily on adding individual facility 
operations rather than on acquiring competing companies, 
management believes that the Company can benefit from acquiring 
regional operators.  The Company's acquisition strategy focuses 
primarily upon acquisitions in attractive new markets and 
acquisitions that will enable the Company to become a leading 
provider in selected current markets.  The Company believes it can 
improve acquired operations through more sophisticated operating 
systems and more professional management.

        EXPAND INTERNATIONAL OPERATIONS.  Management believes that
there are significant international growth opportunities, 
particularly for well-capitalized companies that are interested in 
making significant investments in equipment and construction, 
either independently or with foreign partners.  The Company's 
international operations began in the early 1990's with the 
formation of an international division, which is now one of the 
fastest growing areas of the Company.  Operations in London began 
in 1991 with a single consulting agreement.  Later in 1991, the 
Company was awarded a contract to manage Terminal 4 of Heathrow 
International Airport.  Since then, the Company has expanded its 
Heathrow operations to include Terminal 1 and has a total of 88 
United Kingdom facilities, with operations in Birmingham, 
Newcastle, and London.  To complement its parking business in the 
United Kingdom, the Company also provides parking meter 
enforcement and ticketing services for three local governments 
that have privatized these services.  The Company began expansion 
into Mexico in July 1994 by forming a joint venture with Fondo 
Opcion, an established Mexican developer and now operates 16 
facilities in Mexico.  The Company also operates 17 facilities in 
Puerto Rico and provided consulting services in Kuala Lumpur, 
Malaysia related to the operation of a 5,400 space parking 
facility servicing one of the largest development projects in the 
world. The Company has a business development office in the 
Netherlands to pursue expansion into other European countries. In 
1996, the Company acquired a 50% equity interest in a joint 
venture which operates five facilities in Germany. Revenues from 
foreign operations accounted for approximately 9.2%,12.8%, and 
13.6% of the Company's total revenues for the years ended 
September 30, 1996, 1995 and 1994, respectively.  See Note 16 to 
Notes to Consolidated Financial Statements.

COMPETITION

        The parking industry is fragmented and highly competitive,
with limited barriers to entry.  The Company faces direct 
competition for additional facilities to manage, lease, or own and 
the facilities currently operated by the Company face competition 
for employees and customers.  The Company competes with a variety 
of other companies to add new operations.  Although there are 
relatively few large, national parking companies that compete with 
the Company, developers, hotel companies, and national financial 
services companies have the potential to compete with parking 
companies.  The Company also faces competition from local owner-
operators of facilities who are potential clients for the 
Company's management services.  Construction of new parking 
facilities near the Company's existing leased or managed 
facilities could adversely affect the Company's business.

        Management believes that it competes for clients based on
rates charged for services; ability to generate revenues for 
clients;  ability to anticipate and respond to industry changes; 
range of services; and ability to expand operations.  The Company 
has a reputation as a leader in the industry and as a provider of 
high quality services.  The Company also is one of the largest 
companies in the parking industry and is not limited to a single 
geographic region.  The Company has the financial strength to make 
capital investments as an owner or joint venture partner that 
smaller or more leveraged companies cannot make.  The Company's 
size has also allowed it to centralize administrative functions 
that give the decentralized managerial operations cost-efficient 
support.  Moreover, the Company has obtained broad experience in 
managing and operating facilities of a wide variety over the past 
28 years.  Additionally, the Company is able to attract and retain 
quality managers through its incentive compensation system that 
directly rewards successful sales and marketing efforts and places 
a premium on profitable growth.

REGULATION

        The Company's business is not substantially affected by
direct governmental regulation, although parking facilities are 
sometimes directly regulated by both municipal and state 
authorities.  The facilities in New York City are, for example, 
subject to certain governmental restrictions concerning numbers of 
cars, pricing, and certain prohibited practices.  The Company is 
also affected by laws and regulations (such as zoning ordinances) 
that are common to any business that owns real estate and by 
regulations (such as labor and tax laws) that affect companies 
with a large number of employees.  In addition, several state and 
local laws have been passed in recent years that encourage car 
pooling and the use of mass transit, including, for example, a Los 
Angeles, California law prohibiting employers from reimbursing 
employee parking expenses.  Laws and regulations that reduce the 
number of cars and vehicles being driven could adversely impact 
the Company's business.

        Environmental laws also may adversely affect the Company.
Under various federal, state and local environmental laws, 
ordinances and regulations, a current or previous owner or 
operator of real property may be liable for the costs of removal 
or remediation of hazardous or toxic substances on, under or in 
such property.  Such laws typically impose liability without 
regard to whether the owner or operator knew of, or was 
responsible for, the presence of such hazardous or toxic 
substances.  In connection with the ownership or operation of 
parking facilities, the Company may be potentially liable for any 
such costs.  In addition, the Company could incur significant 
costs defending against claims of liability.

        Various other governmental regulations affect the Company's
operation of parking facilities, both directly and indirectly, 
including the Americans with Disabilities Act ("ADA").  Under the 
ADA, all public accommodations, including parking facilities, are 
required to meet certain federal requirements related to access 
and use by disabled persons.  For example, the ADA requires 
parking facilities to include handicapped spaces, headroom for 
wheelchair vans, attendants' booths that accommodate wheelchairs, 
and elevators that are operable by disabled persons.  Management 
believes that the parking facilities the Company owns and operates 
are in substantial compliance with these requirements.
		
EMPLOYEES

        As of September 30, 1996, the Company employed approximately
6,600 individuals, including 3,400 full-time and 3,200 part-time 
employees.  Management believes that the Company's employee 
relations are good.  Approximately 600 U.S. employees are 
represented by labor unions.  Parking attendants and cashiers at 
the New York City facilities are represented by various union 
locals, including Teamsters Local No. 272. Other cities in which 
some of the Company's employees are represented by labor unions 
are Miami, Philadelphia, San Francisco and Chicago.

SERVICE MARKS AND TRADEMARKS

        The Company has registered its logo with the United States
Patent Office.  The Company has also reinstated its application 
for registration of the name "Central Parking System."  This 
application was initially opposed by two parties.  One party has 
recently withdrawn its opposition but continues to use the name 
"Central Parking" in the Chicago area.  The second party, which 
operates only in Atlantic City, New Jersey, has expressed a 
willingness to limit its use to such area, although there can be 
no assurance that the Company will receive a binding commitment 
from such party.  The Company uses the name "Chicago Parking 
System" in Chicago, the name CPS Parking in Seattle and Milwaukee, 
and the name Control Plus in London.
		
INSURANCE

        The Company purchases comprehensive liability insurance
covering parking facilities owned, leased, and managed by the 
Company.  In addition, the Company purchases group insurance with 
respect to all Company employees, whether such persons are 
employed at owned, leased, or managed facilities.  Because of the 
size of the operations covered, the Company purchases these 
policies at prices that, management believes, represent a discount 
to the prices that would be charged to parking facility owners on 
a stand-alone basis.  Pursuant to its management contracts, the 
Company charges its customers for insurance at rates it believes 
approximate market rates based upon its review of the applicable 
market.  In each case, the Company's clients have the option of 
purchasing their own policies, provided the Company is named as an 
additional insured; however, because the Company's fees for 
insurance are generally competitive with market rates, the 
Company's clients have historically chosen to pay the Company's 
insurance fees.  A reduction in the number of clients that 
purchase insurance through the Company, however, could have a 
material adverse effect on the operating earnings of the Company.  
In addition, although the Company's cost of insurance has not 
fluctuated significantly in recent years, a material increase in 
insurance costs due to increased claims experienced by the Company 
could adversely affect the profit associated with insurance 
charges pursuant to management contracts and could have a material 
adverse effect on the operating earnings of the Company.

FOREIGN AND DOMESTIC OPERATIONS

	Information about the Company's foreign and domestic operations 
is incorporated by reference to Note 16 to the Consolidated 
Financial Statements


ITEM 2.  PARKING FACILITY PROPERTIES

        The Company's facilities are currently organized into 12
regions, 11 in North America and one which is comprised of the 
United Kingdom and Germany.  Each region is supervised by a 
regional manager who reports directly to a Senior Vice President 
or the President.  Regional managers oversee four to six general 
managers who each supervise the Company's operations in a 
particular city.  The following table summarizes certain 
information regarding the Company's facilities as of September 30, 
1996.



                    Number of                              Total   Percentage of
REGIONS - Cities    Locations  Managed  Leased  Owned      Spaces  Total Spaces
ATLANTA                  94       45       49    ---       38,050      7.0%
  Atlanta,
  Birmingham, 
  Charleston (SC), 
  Charlotte, 
  Columbia (SC), 
  Jackson (MS), 
  Mobile	
DALLAS-FT. WORTH        128       79       43      6       51,111      9.3%
  Dallas-Ft. Worth,
  Oklahoma City,
  San Antonio, 
  Tulsa
EUROPEAN   
  United Kingdom         93       11       82    ---       28,689      5.3%
   Birmingham, 
   London, 
   Newcastle
  Germany
   Berlin, 
   Dresden, 
   Frankfurt, 
   Hamburg, 
   Schwerin
FLORIDA                 166       95       71    ---       67,498     12.3%
  Jacksonville,
  Miami/Ft. Lauderdale, 
  Orlando, 
  Puerto Rico, 
  Tampa/St. Petersburg
HOUSTON                 113       79       34    ---       59,818     11.0%
  Albuquerque,
  Austin, 
  El Paso, 
  Houston, 
  New Orleans
LOS ANGELES              75       56       19    ---       43,607      8.0%
  Los Angeles,
  Orange County (CA), 
  Phoenix
MID-ATLANTIC            100       77       20       3      46,416      8.5%
  Baltimore,
  Hartford, 
  Norfolk, 
  Philadelphia, 
  Providence, 
  Richmond, 
  Washington (D.C.)
MIDWEST                  98       62       36    ---       53,827      9.9%
  Charleston (WV),
  Cincinnati, 
  Cleveland, 
  Columbus, 
  Milwaukee, 
  Pittsburgh
NASHVILLE               217       97       99     21 (1)   45,432      8.3%
  Chattanooga,
  Knoxville, 
  Lexington/Frankfort, 
  Louisville, 
  Memphis, 
  Nashville
NEW YORK                 64       25       39    ---       23,621      4.3%
  New York,
  Jersey City,
  Stamford
SAN FRANCISCO            30       21        9    ---        9,296      1.7%
  Oakland,
  Salt Lake City, 
  San Francisco, 
  Seattle
ST. LOUIS               143       96       41       6      57,001     10.4%
  Denver/Colorado Springs,
  Des Moines, 
  Kansas City, 
  Minneapolis-St. Paul, 
  St. Louis
OTHER                    38       27       10      1       21,623      4.0%
  Boston,
  Chicago, 
  Mexico City

TOTAL                 1,359      770      552      37     545,989    100.0%


(1) Includes the Company's corporate headquarters.

        JOINT VENTURES.  The Company has interests in joint ventures
that own or operate parking facilities located in Nashville, 
Denver, Germany, and Mexico.  The Company has a 50% interest in a 
joint venture that owns a parking complex on Commerce Street in 
Nashville, and the Company operates the parking at this complex 
under a management contract with the joint venture.  The Company 
has a similar interest in two joint ventures in Denver and one 
joint venture in Germany.  The Company is also a joint venture 
partner with Fondo Opcion and operates twelve facilities on behalf 
of that joint venture in Mexico City.

        MBE PARTNERSHIPS.  The Company is currently a party to ten
separate minority business enterprise partnerships formed by the 
Company and a minority businessperson to manage various 
facilities.  The Company owns 60% to 70% of the partnership 
interests in each partnership and typically receives management 
fees before partnership distributions are made to the partners.

        ACQUISITION OF CONTRACT RIGHTS.  In August 1992, the Company
purchased for $8 million the contract rights to manage 103 parking 
facilities which are owned, leased, or managed by an unrelated 
parking company.  Of these 103 facilities, 39 were included in 
parking revenues and their related costs and 64 were included in 
management contract revenues and their related costs.  The Company 
has a separate contract for each facility.  The contract rights 
are amortized over the various facility contract terms through 
2004.  The Company believes these contracts should experience the 
same general renewal rates the Company has experienced in its 
overall business operations.  This arrangement generated parking 
revenues from the facilities totalling approximately $28.8 
million, $30.3 million, and $30.8 million for fiscal 1996, 1995, 
and 1994, respectively.  Additionally, management contract 
revenues generated from the facilities were approximately $3.2 
million, $3.0 million, and $3.1 million for fiscal 1996, 1995, and
1994, respectively.  See Note 5 to Consolidated Financial
Statements.

        PARKING CONSULTANT TO FUND. In March 1991, the Company
agreed to act as a consultant to Realty Parking Properties II 
L.P., a $34.8 million publicly held fund sponsored by Alex Brown 
Realty, Inc. (the "Fund"), which was formed to acquire interests 
in land and facilities to be used for parking operations and 
incidental ancillary uses.  The Fund's investment strategy 
emphasized surface commercial parking lots believed by the Fund to 
have significant future potential value for eventual sale as 
development sites.  In connection with the formation of the Fund, 
the Company purchased 3.0% of the outstanding units for 
approximately $1.1 million.  Pursuant to the Parking Consultant 
Agreement with the Fund, the Company was required until March 1994 
to provide information to the Fund concerning any land or parking 
structure available for acquisition that the Company believed (i) 
would be suitable for investment by the Fund, (ii) was or could be 
readily convertible into and useable as a profitable parking 
facility, and (iii) had an acquisition cost of at least $1.0 
million or was contiguous to a parking facility already owned by 
the Fund or certain of its affiliates.  In this regard, the 
Company was also required to offer the Fund a right-of-first-
refusal on sales of certain land or parking facilities by the 
Company.  As compensation for the Company's services provided in 
connection with any property acquisition, the Fund was required to 
pay a fee to the Company equal to a percentage of such property's 
acquisition cost.  Pursuant to the Parking Consulting Agreement, 
the Company was also required, subject to certain conditions, to 
lease properties acquired by the Fund based upon the Company's 
recommendation.  Rental payments by the Company under the ten year 
net leases are calculated on the basis of the cost of the property 
and include a percentage of gross receipts over a base amount.  In 
addition, if a lease is terminated because of the sale of the 
property, the Company is entitled to a consulting fee equal to a 
percentage of the contract price and a fee for termination of the 
lease equal to a percentage of the gain on sale.  The Parking 
Consulting Agreement terminated in March 1994.  Currently, the 
Company leases seven properties from the Fund.

ITEM 3.  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, in the opinion of management, there is no legal 
proceeding to which the Company is a party which, if decided 
adversely to the Company, would be material to the Company's 
financial condition, liquidity, or results of operations.  The 
Company takes steps to attempt to disclaim its liability for 
personal injury and property damage claims by printing disclaimers 
on its ticket stubs and by placing warning signs in the facilities 
it owns or operates.  The Company also carries liability insurance 
that management believes meets industry standards; however, there 
can be no assurance that any future legal proceedings (including 
any related judgments, settlements or costs) will not have a 
material adverse effect on the Company's financial condition, 
liquidity, or results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

        No matter was submitted to a vote of the Company's security-
holders during the fourth quarter of the fiscal year ended 
September 30, 1996.



                                PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 
STOCKHOLDER MATTERS

	(a)  The Registrant's Common Stock has been traded on the 
New York Stock Exchange under the symbol PK since October 10, 
1995.  The following is a list of the high and low closing prices 
by fiscal quarters for the last fiscal year, as recorded by the 
New York Stock Exchange.  All share prices have been adjusted to 
reflect the effects of the three-for-two stock split in March 
1996.  Prior to October 10, 1995, there was no public market for 
these shares.


                                               High        Low
Three months ended December 31, 1995	    $ 19.8750	$ 12.0000	
Three months ended March 31, 1996             27.2500     18.0000
Three months ended June 30, 1996              34.1250     23.7500
Three months ended September 30, 1996         33.2500     23.6250
Twelve months ended September 30, 1996       $34.1250    $12.0000
  
	(b)  There were, as of September 30, 1996 approximately 
5,500 holders of the Registrant's Common Stock, as evidenced by 
depository and transfer agent listings.

        (c)  During fiscal 1996, a split-adjusted equivalent of
$0.02 per share was distributed to holders of the Registrant's 
Common Stock in each of the four fiscal quarters.  Prior to the 
Initial Public Offering on October 10, 1995, there were no 
dividends on Common Stock.  The Company declared dividends of 
$450,000 and $398,000 in 1995 and 1994, respectively, on the 
Preferred Stock that was outstanding prior to the 
recapitalization.  See Note 9 to the Consolidated Financial 
Statements.

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

        The information set forth under the caption "Five Year
Selected Consolidated Financial Data " in the Company's Annual 
Report to Shareholders for the fiscal year ended September 30, 
1996 is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
         CONDITION AND RESULTS OF OPERATIONS

        The information set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of 
Operations" in the Company's Annual Report to Shareholders for the 
fiscal year ended September 30, 1996 is incorporated herein by 
reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

        The information set forth under the captions "Independent
Auditors' Report", "Consolidated Balance Sheets", "Consolidated 
Statements of Earnings", "Consolidated Statements of Shareholders' 
Equity", "Consolidated Statements of Cash Flows", and "Notes to 
Consolidated Financial Statements" in the Company's Annual Report 
to Shareholders for the fiscal year ended September 30, 1996 is 
incorporated herein by reference.

        The Company's unaudited operating results for each fiscal
quarter within the two most recent fiscal years, as set forth 
under the caption "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" in the Company's 
Annual Report to Shareholders for the fiscal year ended September 
30, 1996, is incorporated herein by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
         ACCOUNTING AND FINANCIAL DISCLOSURE

        None.



                                PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

        Information concerning this Item is incorporated by
reference to the Company's definitive proxy materials for the 
Company's 1997 Annual Meeting of Shareholders.

ITEM 11.  EXECUTIVE COMPENSATION

        Information concerning this Item is incorporated by
reference to the Company's definitive proxy materials for the 
Company's 1997 Annual Meeting of Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

        Information concerning this Item is incorporated by
reference to the Company's definitive proxy materials for the 
Company's 1997 Annual Meeting of Shareholders.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Information concerning this Item is incorporated by
reference to the Company's definitive proxy materials for the 
Company's 1997 Annual Meeting of Shareholders.



PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

                                                                         
                                                                 
(a)(1)	FINANCIAL STATEMENTS
        The  following financial statements and related
        notes of the Company contained
        on pages 16 through 31  of the Company's Annual
        Report to Shareholders for the
        fiscal year ended September 30, 1996 are
        incorporated herein by reference.

        Independent Auditors' Report                                       16

        Consolidated Balance Sheets -
        September 30, 1996 and 1995                                        17
	
        Consolidated Statements of Earnings - Fiscal Years
        Ended September 30, 1996, 1995, and 1994                           18
	
        Consolidated Statement of Shareholders' Equity -
        Fiscal Years Ended
        September 30, 1996, 1995, and 1994                                 19

        Consolidated Statements of Cash Flows - Fiscal Years
        Ended September 30, 1996, 1995, and 1994                           20
	
        Notes to Consolidated Financial Statements                      21-32

(a)(2)  FINANCIAL STATEMENT SCHEDULES

        None

        Financial statement schedules have been omitted
        because they are not applicable or because the
        required information is otherwise furnished.

(a)(3)  EXHIBITS

        The exhibits listed in the Index to Exhibits, which
        appears on pages E-__ through E-___ of this
        Form 10-K, are incorporated herein by reference or
        filed as part of this Form 10-K.

(b)     REPORTS ON FORM  8-K

        No reports on Form 8-K were filed by the Registrant
        during the last quarter of the fiscal
        year ended September 30, 1996.


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:   December 24, 1996   By: /s/ Stephen A. Tisdell
                                    Stephen A. Tisdell
                                    Chief Financial Officer

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

Signature                       Title                           Date
			

/s/ Monroe J. Carell, Jr.    Chairman of the Board,     December 24, 1996
    Monroe J. Carell, Jr.    Chief Executive Officer
                             and Director

/s/ James H. Bond            President & Chief          December 24, 1996
    James H. Bond            Operating Officer;
                             Director
			
/s/ Stephen A. Tisdell       Chief Financial Officer    December 24, 1996
    Stephen A. Tisdell       (Principal Financial and
                             Accounting Officer)
			
			
/s/ John W. Eakin            Director                   December 24, 1996
    John W. Eakin
			
/s/ Edward G. Nelson         Director                   December 24, 1996
    Edward G. Nelson
			
/s/ William C. O'Neil        Director                   December 24, 1996
    William C. O'Neil
			


EXHIBIT INDEX


Exhibit                                                            Page
Number  Document                                                   Number

2	Plan of Recapitalization, effective October 9, 1995 
        (Incorporated by reference to Exhibit 2 to the
        Company's Registration Statement No. 33-95640
        on Form S-1.)
		
3.1	Form of Amended and Restated Charter of the Registrant 
        (Incorporated by reference to Exhibit 3.1 to the
        Company's Registration Statement No. 33-95640
        on Form S-1.)
		
3.2	Amended and Restated Bylaws of the Registrant 
        (Incorporated by reference to Exhibit 3.2 to the
        Company's Registration Statement No. 33-95640
        on Form S-1.)
		
4	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.)
		
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)     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.)
		
        (c)     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.)
		
        (d)     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.)
		
        (e)     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.)	
		
        (f)     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.)
		
        (g)     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.)
		
        (h)     James H. Bond Employment Agreement
                (Incorporated by reference to Exhibit 10.10
                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, 1995)
		
        (k)     James H. Bond Severance Agreement
                (Incorporated by reference to Exhibit
                10.17 to the Company's Registration
                Statement No. 33-95640 on Form S-1.)
		
10.2	           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.)	
		
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          	Central Parking System, Inc. Profit Sharing Plan, as 
               amended (Incorporated by reference to Exhibit
               10.6 to the Company's Registration
              	Statement No. 33-95640 on Form S-1.)	
		
10.5          	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.)
		
10.6	   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.)	
		
10.7    Form of Management Contract (Incorporated by
        reference to Exhibit 10.14 to the Company's
        Registration Statement No. 33-95640 on
        Form S-1.)
		
10.8    Form of Lease (Incorporated by reference to
        Exhibit 10.15 to the Company's
	       Registration Statement No. 33-95640 on Form S-1.)	
		
10.9    1996 Employment Stock Purchase Plan
        (Incorporated by reference to Exhibit 10.16 to
        the Company's Registration Statement No. 33-
        95640 on Form S-1.)
		
10.10   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.)	
		
10.11   Separation Agreement between the Company and
        Calvin L. Friddle (Incorporated by reference
        to Exhibit 10.19 to the Company's Registration
	       Statement No. 33-95640 on Form S-1.)	
		
10.12   Form of $150,000,000 Credit Agreement dated
        December 12, 1996 by and among various
        banks with SunTrust Bank, Nashville,
        N.A. as Agent, and Central Parking Corporation
        and certain of its subsidiaries (Incorporated 
       	by reference to Item 11(b)(1) to the Company's Tender 
        Offer Statement on Schedule 14D-1 as filed on
        December 13, 1996).
		
10.13	  Agreement and Plan of Merger, dated as of December 6, 
        1996, by Central Parking System -- Empire State,
        Inc., an indirect wholly-owned subsidiary of Central
        Parking Corporation and Square Industries
        (Incorporated by reference to Item 11(c)(1) to the
	       Company's Tender Offer Statement on Schedule 14D-1 as 
        filed on December 13, 1996).
				
11      Detail Computation of Per Share Earnings                        E-__
		
13      Annual Report to Shareholders                                   E-__
		
21      Subsidiaries of the Registrant                                  E-__
		
23      Consent of KPMG Peat Marwick LLP                                E-__
		
27      Financial Data Schedule                                         E-__