UNITED STATES
                       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,  2001.

     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

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

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

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

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

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

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

          Title of Each Class          Name of each Exchange on which registered
          -------------------          -----------------------------------------
      Common Stock $0.01 par Value            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.   X
             ---
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 19, 2001 was $684,767,443. 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                             Outstanding  at  December  19,  2001
          -----                             ------------------------------------
     Common Stock, $0.01 par value                      35,758,091

<PAGE>
                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions  of  the  Registrant's  definitive  proxy statement for the Annual
Meeting  of  Shareholders  to  be  held  on February 9, 2002 are incorporated by
reference  into  Part  III,  items  10,  11,  12  and  13  of  this  Form  10-K.

                                    CONTENTS:

Part  I
     Item 1.     Business                                                     3
     Item 2.     Properties                                                   11
     Item 3.     Legal Proceedings                                            12
     Item 4.     Submission of Matters to a Vote of Security-Holders          12

Part  II
     Item 5.     Market for Registrant's Common Equity
                   and Related Stockholder Matters                            12
     Item 6.     Selected Consolidated Financial Data                         13
     Item 7.     Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                        14
     Item 7.A    Quantitative and Qualitative Disclosure about Market Risk    26
     Item 8.     Financial Statements and Supplementary Data                  27
     Item 9.     Changes in and Disagreements with Accountants
                   on Accounting and Financial Disclosure                     57

Part  III
     Item 10.    Directors and Executive Officers                             57
     Item 11.    Executive Compensation                                       57
     Item 12.    Security Ownership of Certain Beneficial
                   Owners and Management                                      57
     Item 13.    Certain Relationships and Related Transactions               57

Part  IV.
     Item 14.    Exhibits, Financial Statement Schedules
                   and Reports on Form 8-K                                    57

Signatures                                                                    59

Accountants' Consent                                                          68


<PAGE>
PART  I

ITEM  1.  BUSINESS

GENERAL
     Central  Parking  Corporation  ("Central  Parking"  or  the "Company") is a
leading  provider  of  parking  and  transportation  management services.  As of
September  30, 2001 Central Parking operated 4,038 parking facilities containing
approximately  1,530,000  spaces in 38 states, the District of Columbia, Canada,
Puerto  Rico,  Mexico,  Chile,  Venezuela,  the  United Kingdom, the Republic of
Ireland,  Spain,  Germany,  Poland  and  Greece.

     Central  Parking  operates multi-level parking facilities and surface lots.
It  also provides parking consulting, shuttle, valet, parking meter enforcement,
and billing and collection services. Central Parking operates parking facilities
under three general types of arrangements: management contracts, leases, and fee
ownership.  As  of  September  30,  2001, Central Parking operated 1,869 parking
facilities under management contracts and 1,950 parking facilities under leases.
In  addition,  the  Company owned 219 parking facilities either independently or
through  joint  ventures.

PARKING  INDUSTRY
     The  commercial parking services business is very fragmented, consisting of
a  few national companies and approximately 1,000 small privately held local and
regional  operators.  Central  Parking  believes  it  has  the  opportunity  to
consolidate  portions  of  this  fragmented,  localized  industry  by  using its
competitive  advantages  of  scale, financial strength, technology and controls.
For  the  same  reasons,  Central  Parking  believes it is well-positioned to be
selected  by  municipal and other governmental entities to operate their parking
facilities  and  provide  parking-related  services  as  such  entities consider
outsourcing  and  privatization.

     During  the  1980's,  the high level of construction activity in the United
States  resulted  in a significant increase in the number of parking facilities.
Since  that  time,  as  construction  activity has slowed, much of the growth of
certain  parking  service  companies,  including  Central Parking, has been as a
result  of  take-aways  from  other  parking  companies.  New  construction  and
acquisition of additional facilities are essential to growth for parking service
companies  because  of  the  limitations  on  growth  in  revenues  of  existing
operations.  Although  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.

     Management  continues  to  view  privatization of government operations and
facilities  as  an  opportunity  for  the parking industry. Privatization in the
United  Kingdom  has  provided  significant  expansion opportunities for private
parking  companies.  In  the  United  States, several cities have awarded or are
considering  awarding  on-street  parking  enforcement and parking meter service
contracts  to  for-profit parking companies such as Central Parking. The Company
currently  has  contracts  for  parking  meter  collection  and  enforcement  in
Charlotte,  North  Carolina;  Richmond,  Virginia;  and  Fort  Myers,  Florida.

GROWTH  STRATEGY
     Central  Parking  plans  to continue to add facilities to its operations by
focusing  its  marketing  efforts  on  adding  facilities  at  the  local level,
targeting real estate managers and developers with a national presence, pursuing
strategic  acquisitions  of  other  parking service operators, and expanding its
international  operations.  Following  are the key elements of Central Parking's
growth  strategy.

     INCREASE  MARKET  PRESENCE
     Central  Parking continually seeks to establish and increase its operations
in  new  and  existing  markets  through  take-aways  of competitors' contracts,
obtaining  new  management  and  lease  contracts,  entering  into joint venture
arrangements, and selective purchases of parking facilities. Management believes
that  Central  Parking's  relative  size,  financial  strength  and systems, and
technology  give  it a competitive advantage in winning new business and make it
an  attractive  partner  for joint venture and other opportunities. In addition,
Central  Parking  believes that its performance-based compensation system, which
is  designed to reward managers for increasing profitability in their respective
areas  of  responsibility,  has  been a key contributor to the Company's growth.

<PAGE>
     PURSUE  STRATEGIC  ACQUISITIONS
     On  October  1,  2001  the  Company  completed acquisitions of two separate
companies  with  parking operations in the southeast and western portions of the
United  States.  On  that  date,  the Company also obtained a 70% interest in an
entity  that  manufactures  automated  pay  stations.  See  Note  19  to  the
Consolidated  Financial  Statements.  Central  Parking  intends  to  continue to
pursue  acquisition  opportunities  on  a  selective  basis.  Central  Parking's
acquisition strategy is to focus on opportunities that enable Central Parking to
(i)  become  a  stronger,  more  efficient  provider  in  selected markets, (ii)
generate  significant  economies  of  scale and cost savings, and (iii) increase
cash  flow.  Cost  savings  typically result from the elimination of duplicative
management  functions  as  well as from efficiencies resulting from implementing
Central  Parking's  systems  and  professional  management  techniques.

     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. Central Parking typically enters foreign
markets  either  through  consulting  projects or by forming joint ventures with
established local entities, both of which allow Central Parking to enter foreign
markets  with  reduced  operating and investment risk. Central Parking currently
has  operations  in  Canada,  Puerto  Rico, Mexico, Chile, Venezuela, the United
Kingdom,  the  Republic  of  Ireland,  Spain,  Germany,  Poland  and  Greece.

OPERATING  STRATEGY
     Central  Parking's  primary  objective  is  to  increase  the  revenues and
profitability  of  its  parking  facilities  through  a  variety  of  operating
strategies,  including  the  following:

     MAINTAIN  STRICT  COST  MANAGEMENT  AND  CASH  CONTROL
     In order to provide competitively priced services, the Company must contain
costs.  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.  Because  of  the substantial
performance-based  components  of  their compensation, managers are continuously
motivated  to contain the costs of their operations. Strict cash control also is
critical  to  Central  Parking  and  its clients. Central Parking's cash control
procedures  are  based  on a ticketing system supervised by experienced managers
and  include on-site spot checks, daily cash deposits, local audit functions and
managerial  oversight  and  review.

     EMPHASIZE  SALES  AND  MARKETING  EFFORTS
     Central  Parking's  management  is  actively  involved  in  developing  and
maintaining  business  relationships  and in exploring opportunities for growth.
Central  Parking's  marketing  efforts  are designed to expand its operations by
developing  lasting  relationships  with  major real estate developers and asset
managers,  business  and  government leaders, and other clients. Central Parking
encourages  its  managers  to  pursue new opportunities at the local level while
simultaneously  selectively  targeting  key  clients  and projects at a national
level.

     LEVERAGE  ESTABLISHED  MARKET  PRESENCE  AND  CORPORATE  INFRASTRUCTURE
     Central  Parking  has  an  established  presence  in  multiple  markets,
representing  platforms from which it can build. Because of the relatively fixed
nature  of  corporate  overhead and the resources that can be shared in specific
markets,  Central  Parking has the opportunity to increase its profit margins as
it  grows  its  presence  in  established  markets.  General  and administrative
expenses, as a percentage of revenue, were 9.5%, 9.8% and 10.6%, in fiscal 2001,
2000  and  1999,  respectively.

     EMPOWER  LOCAL  MANAGERS;  PROVIDE  CORPORATE  SUPPORT
     Central  Parking  has  achieved  what  management  believes is a successful
balance  between  centralized and decentralized management. Because its business
is  dependent,  to  some  extent,  on  personal  relationships,  Central Parking
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. Central Parking
retains  centralized  control  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, human resources, legal services,
policy and procedure development, systems design, and corporate acquisitions and
development.

     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.  See  Note  18  to
Consolidated  Financial  Statements  for  financial  information  regarding  the
Company's  business  segments.

     UTILIZE  PERFORMANCE-BASED  COMPENSATION
     Central Parking's performance-based 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 his or her compensation from this
performance-based  compensation  system.

     MAINTAIN  WELL-DEFINED  PROFESSIONAL  MANAGEMENT  ORGANIZATION
     In  order  to  ensure  professionalism and consistency in Central Parking's
operations,  to  provide  a  career  path  opportunity  for its managers, and to
achieve  a  balance  between  autonomy  and  accountability, Central Parking has
established  a  highly  structured  management  organization. Organized into six
levels,  Central  Parking  has approximately 984 managers at September 30, 2001.

     Central  Parking  recruits  primarily  college  graduates  or  people  with
previous  parking services or hospitality industry experience, and requires that
they  complete a formal training program. Management believes that the Company's
training  program  is  a  significant  factor  in Central Parking's success. New
managers 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. As facility managers, they report up
through  the  hierarchical  structure  of managers. As managers develop and gain
experience,  they  have the opportunity to assume expanded responsibility, to be
promoted  to  higher  management  levels  and  to increase the performance-based
component  of  their compensation. This well-defined structure provides a career
path that is designed to be an attractive opportunity for prospective new hires.
In  addition,  management  believes  the  training  and  advancement program has
enabled  Central  Parking  to  instill  a  high  level of professionalism in its
employees.  A  final  important  benefit  of  Central  Parking's  organizational
structure  is  that it has allowed Central Parking to balance localized autonomy
with  accountability  and  centralized  support  and  control.

     AUTOMATE  FACILITIES
     Management  believes  that  the  Company's application of technology to its
operations  represents  a competitive advantage over smaller operators with more
limited  resources.  Central  Parking has implemented computerized card tracking
and  accounting systems in certain of its facilities and is experimenting with a
variety  of  automated  settlement  systems.

     STRATEGICALLY  EXPAND  SERVICE  OFFERINGS
     Central  Parking  provides  services  that  are  complementary  to  parking
facility  management,  with  a particular emphasis on consulting services. Other
ancillary services include parking meter enforcement services, on-street parking
services,  car  pooling  coordination,  shuttle van services, and transportation
management.  These ancillary services do not constitute a significant portion of
Central  Parking'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.

     FOCUS  ON  RETENTION  OF  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  well  lit,  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.

     MAINTAIN  DISCIPLINED  FACILITY  SITE  SELECTION  ANALYSIS
     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.

     The Company seeks to distinguish 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, airport
terminals,  sports stadiums, hotels and toll roads.  Parking facilities operated
by the Company include, among others, certain terminals operated by BAA Heathrow
International  Airport  (London),  the Prudential Center (Boston), Cinergy Field
(Cincinnati),  Turner Field (Atlanta), Coors Field (Denver), and various parking
facilities owned by the Hyatt and Westin hotel chains, the Rouse Company, Faison
Associates,  May  Department Stores, Equity Office Properties, TrizecHahn, Jones
Lang LaSalle, Simon Property Group, Millenium Partners, Shorenstein and Crescent
Real  Estate.  None of these clients accounted for more than 5% of the Company's
total  revenues  for  fiscal  year  2001.

ACQUISITIONS
     The  Company's  acquisition strategy focuses primarily on acquisitions that
will  enable  Central  Parking  to  become  a  more efficient and cost-effective
provider  in  selected  markets.  Central  Parking  believes  it  can  recognize
economies  of  scale by making acquisitions in markets where the Company already
has  a presence, which allows Central Parking to reduce the overhead cost of the
acquired  company  by consolidating its management with that of Central Parking.
In  addition,  Central  Parking  seeks  acquisitions  in attractive new markets.
Management believes acquisitions are an effective means of entering new markets,
thereby  quickly  obtaining  both  operating  presence and management personnel.
Central  Parking  also  believes it generally can improve acquired operations by
applying  its  operating  strategies and professional management techniques. The
Company's  acquisitions  over  the last three years, all of which were accounted
for  under  the  purchase  method of accounting, are as follows:  Allied Parking
("Allied")  in  October  1998,  November 1998 and April 1999; Sacramento Parking
Group  in  July 1999; and Arizona Stadium LLC in October 1999.  Additionally, in
October  2001  the Company acquired USA Parking Systems, Inc. and Universal Park
Holdings,  as  well  as  a  70%  interest  in Lexis Systems, Inc. For additional
information  regarding  recent  acquisitions,  see  Notes  2  and  19  of  the
Consolidated  Financial  Statements  and  Item  7,  "Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations".

MERGER  WITH  ALLRIGHT
     On  March  19, 1999, the Company completed a merger with Allright Holdings,
Inc.  ("Allright"),  one of the largest parking services companies in the United
States  with  revenues of approximately $217.2 million for the fiscal year ended
June  30,  1998. As of September 30, 1998, Allright operated approximately 2,315
facilities  containing  approximately  550,000  parking  spaces,  including  72
facilities  in  Canada  containing  approximately  30,000  parking spaces. As of
September  30,  1998,  Allright,  directly  or indirectly, owned 195 facilities,
leased  1,473  facilities,  and  operated  647  facilities  through  management
contracts.  The  merger  added  new  market  presence  in 25 cities and expanded
market  presence  in  approximately  70  cities.

     Under the merger, approximately 7.0 million shares of Company common stock,
and  approximately  0.5  million  options  and warrants to purchase such Company
common  stock  were  exchanged for all of the outstanding shares of common stock
and  options  and warrants to purchase common stock of Allright. The transaction
constituted  a  tax-free  reorganization  and  has  been  accounted  for  as  a
pooling-of-interests.  Accordingly, prior period financial information presented
herein  has  been  restated  to  include  the  combined  results  of operations,
financial  position and cash flows of Allright as if it had been part of Central
Parking  from  the date of Allright's inception, October 31, 1996. See Note 2 to
the  Consolidated  Financial Statements and Item 7, "Management's Discussion and
Analysis  of  Financial  Condition  and  Results  of  Operations" for additional
information  regarding  the  merger  with  Allright.

     In  connection  with  the  Allright  merger,  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.  Central  Parking and Allright entered into a settlement
agreement with the Antitrust Division on March 16, 1999, under which Central and
Allright  agreed  to  divest  a  total  of  74  parking facilities in 18 cities,
representing  approximately  18,000  parking spaces. See "Legal Proceedings" for
additional  information regarding the settlement agreement entered into with the
Antitrust  Division.


SALES  AND  MARKETING
     Central  Parking's  sales  and marketing efforts are designed to expand its
operations  by  developing  and maintaining relationships with major real estate
developers  and  asset  managers,  business  and  government  leaders, and other
clients.  Central Parking encourages its managers to pursue new opportunities at
the  local  level  while  simultaneously  selectively  targeting key clients and
projects  at  a  national  level.

     LOCAL
     At  the  local  level,  Central  Parking's  sales and marketing efforts are
decentralized  and  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. Central Parking 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 Central Parking'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, Central Parking'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, Central Parking's marketing efforts are undertaken
primarily  by  upper-level  management,  which  targets 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  nationwide  growth. For example, Central Parking's current clients include,
among  other national real estate companies and hotel chains, the Rouse Company,
Millenium  Partners,  Faison  Associates, Equity Office Properties, Shorenstein,
May  Department  Stores,  Crescent  Real Estate, TrizecHahn, Jones Lang LaSalle,
Westin  Hotels,  and  Hyatt  Hotels.  Management  believes  that  providing
high-quality,  efficient  services  to  such  companies  will lead to additional
opportunities  as  those clients continue to expand their operations. Management
believes outsourcing by parking facility owners will continue to be a source for
additional  facilities,  and  management believes the Company's global presence,
experience  and  reputation  with  large  real  estate  asset managers give it a
competitive  advantage  in  this  area.

INTERNATIONAL  EXPANSION
     Central  Parking's  international operations began in the early 1990's with
the formation of an international division. The Company typically enters foreign
markets  either  through  consulting  projects or by forming joint ventures with
established  local  entities.  Consulting  projects  allow  Central  Parking  to
establish  a  presence  and  evaluate the prospects for growth of a given market
without  investing  a  significant  amount  of  capital. Likewise, forming joint
ventures with local partners allows Central Parking to enter new foreign markets
with  reduced  operating  and  investment  risks.

     Operations  in London began in 1991 with a single consulting agreement and,
as  of  September  30,  2001, have grown to 232 facilities in the United Kingdom
including  two  terminals  at  Heathrow  International Airport and parking meter
enforcement  and  ticketing  services  for  eight  local  governments  that have
privatized  these  services. Central Parking began expansion into Mexico in July
1994  by  forming  a  joint  venture  with  Fondo Opcion, an established Mexican
developer,  and  as  of  September  30, 2001, operates 113 facilities in Mexico.
Central Parking also operates 123 facilities in Canada, 3 facilities in Spain, 1
in  Poland,  12  in  Chile,  14  in Venezuela, and 1 in Greece. The Company also
operates  on-street  parking  services  in  the  United Kingdom, Germany and the
Republic  of Ireland. In 1996, Central Parking acquired a 50% equity interest in
a  joint venture, which presently operates 15 facilities in Germany. In order to
manage  its  international expansion, the Company has allocated responsibilities
for  international  operations  to  the President of International Operations, a
newly-created  position.

OPERATING  ARRANGEMENTS
     Central  Parking  operates  parking facilities under three general types of
arrangements:  management  contracts,  leases,  and fee ownership. The following
table sets forth certain information regarding the number of managed, leased, or
owned  facilities  as  of  the  specified  dates:
<TABLE>
<CAPTION>

             SEPTEMBER 30,
         2001   2000   1999
         -----  -----  -----
<S>      <C>    <C>    <C>
Managed  1,869  2,025  2,096
Leased   1,950  2,190  2,455
Owned      219    239    259
         -----  -----  -----
  Total  4,038  4,454  4,810
         =====  =====  =====
</TABLE>

     The general terms and benefits of these types of arrangements are discussed
below.  Financial  information  regarding these types of agreements is set forth
in  Item  7,  Management's  Discussion  and  Analysis of Financial Condition and
Results  of  Operations.

     MANAGEMENT  CONTRACTS
     Management  contract  revenues  consist  of management fees (both fixed and
performance  based)  and  fees  for  ancillary  services  such  as  insurance,
accounting,  equipment leasing, and consulting. The cost of management contracts
includes  insurance  premiums  and  claims  and  other  indirect  overhead.  The
Company's  responsibilities  under  a  management contract as a facility manager
include  hiring,  training,  and  staffing  parking  personnel,  and  providing
collections,  accounting,  record  keeping,  insurance,  and  facility marketing
services.  In  general,  Central Parking is not responsible under its management
contracts  for  structural, mechanical, or electrical maintenance or repairs, or
for  providing  security  or  guard  services  or  for paying property taxes. In
general,  management  contracts  are  for  terms  of  one to three years and are
renewable  for  successive  one-year  terms,  but are cancelable by the property
owner on short notice. With respect to insurance, the Company's clients have the
option  of  obtaining liability insurance on their own or having Central Parking
provide  insurance  as  part  of  the  services  provided  under  the management
contract.  Because  of  the  Company's  size  and  claims experience, management
believes  it  can  purchase  such  insurance  at  lower rates than the Company's
clients  can  generally  obtain  on  their  own.  Accordingly,  Central  Parking
historically  has  generated  profits  on  the  insurance  provided  under  its
management  contracts.

     LEASES
     The  Company's  leases  generally  require the payment of a fixed amount of
rent, regardless of the profitability of the parking facility. In addition, many
leases  also  require  the  payment  of  a  percentage  of  gross revenues above
specified  threshold  levels.  Generally  speaking,  leased facilities require a
longer commitment and a larger capital investment to the Company and represent a
greater  risk  than  managed  facilities  but  provide a greater opportunity for
long-term  growth  in  revenues  and profits. The cost of parking includes rent,
payroll  and related benefits, depreciation, maintenance, insurance, and general
operating  expenses.  Under its leases, the Company is typically responsible for
all facets of the parking operations, including pricing, utilities, and ordinary
and  routine  maintenance,  but  is  generally  not  responsible for structural,
mechanical  or  electrical  maintenance  or  repairs,  or  property taxes. Lease
arrangements are typically for terms of three to ten years, with a renewal term,
and  generally  provide for increases in base rent based on indices, such as the
Consumer  Price  Index,  or  on  pre-determined  amounts.

     FEE  OWNERSHIP
     Ownership  of  parking  facilities,  either  independently or through joint
ventures,  typically  requires a larger capital investment and greater risk than
managed  or leased facilities but provides maximum control over the operation of
the  parking  facility  and  the greatest profit potential of the three types of
operating  arrangements.  All  owned  facility  revenues  flow  directly  to the
Company,  and  the Company has the potential to realize benefits of appreciation
in  the  value  of  the  underlying  real  estate  if  the property is sold. The
ownership  of  a parking facility brings the Company complete responsibility for
all  aspects of the property, including all structural, mechanical or electrical
maintenance  or  repairs.

     JOINT  VENTURES
     The  Company  seeks  joint  venture  partners  who are established local or
regional  developers  pursuing  financing alternatives for development projects.
Joint  ventures  typically  involve  a  50%  interest in 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. The Company has interests in joint ventures
that  own  or operate parking facilities located throughout the United States as
well  as  Mexico,  Germany,  Poland,  Greece  and  Chile.

     DBE  PARTNERSHIPS
     Central Parking is a party to a number of disadvantaged business enterprise
partnerships.  These  are generally partnerships formed by Central Parking and a
disadvantaged  businessperson  to  manage  a facility. Central Parking generally
owns  60%  to 75% of the partnership interests in each partnership and typically
receives  management  fees  before  partnership  distributions  are  made to the
partners.

COMPETITION
     The  parking  industry  is  fragmented  and highly competitive. 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.  Municipalities  and other governmental entities also operate parking
facilities  which  compete  with  Central  Parking.  The  Company  also  faces
competition  from  regional and local parking companies and from 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 and control expenses for clients; ability
to  anticipate  and  respond to industry changes; range and quality of services;
and  ability to expand operations. The Company believes it 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 also has 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 a wide variety of facilities over the past
30  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.

SEASONALITY
     The  Company's  business  is  subject  to  a  modest amount of seasonality.
Historically, the Company's results have been strongest during the quarters that
end  on  December 31, and June 30.  The Company attributes the relative weakness
of  the quarters that end on March 31, and September 30 to, among other factors,
winter  weather and summer vacations.  There can be no assurance that this trend
will  continue  in  future  years.  For  further  discussion  of  this issue see
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations.

INSURANCE
     The  Company  purchases  comprehensive liability insurance covering certain
claims  that occur at parking facilities it owns, leases or manages. The primary
amount  of  such  coverage  is  $1  million per occurrence and $2 million in the
aggregate  per  facility.  In  addition,  the  Company purchases umbrella/excess
liability  coverage.  The  Company's  various  liability insurance policies have
deductibles  of  up  to $250,000 that must be met before the insurance companies
are  required  to  reimburse  the  Company for costs and liabilities relating to
covered  claims.  As  a  result, the Company is, in effect, self-insured for all
claims  up  to  the  deductible  levels.  The  Company  purchases  a  worker's
compensation  policy  with  a  per  claim  deductible  of $250,000.  The Company
utilizes  a  third  party  administrator  to  process and pay filed claims.  The
Company  also purchases group health insurance with respect to full-time Company
employees,  whether  such  persons  are  employed  at  owned, leased, or managed
facilities  and  purchases  workers'  compensation  insurance for all employees.

     Because  of  the  size  of  the  operations  covered, the Company purchases
insurance  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. 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, many of the Company's
clients historically have chosen to purchase such insurance through the Company.
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, a material increase in insurance costs due to an
increase  in the number of claims, higher claim costs or higher premiums paid 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.

REGULATION
     The  Company's business is subject to various federal, state and local laws
and  regulations,  and  both  municipal and state authorities sometimes directly
regulate  parking  facilities. 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.  The  most recent example is the restrictions imposed by the city
of  New  York  in  the  wake  of the September 11 terrorist attacks, including a
requirement for passenger cars entering certain bridges and tunnels to have more
than  one  occupant  during  the  morning  rush  hour.  Such laws have adversely
affected  the  Company's  revenue  and  could  continue  to do so in the future.

     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. Although Central Parking is currently not aware of any material
environmental claims pending or threatened against it, there can be no assurance
that  a  material  environmental claim will not be asserted against the Company.
The  cost  of  defending  against  claims  of  liability,  or  of  remediating a
contaminated  property,  could  have  a material adverse effect on the Company's
financial  condition  or  results  of  operations.

     The  Company  also  is  subject  to various federal and state antitrust and
consumer  laws  and  regulations  including  the  Hart-Scott-Rodino  Antitrust
Improvements  Act  of  1976,  which  requires filings in connection with certain
mergers  and  acquisitions.  In  connection  with  the  Allright merger, Central
Parking  and  Allright  entered  into  a settlement agreement with the Antitrust
Division  of  the U.S. Department of Justice which required, among other things,
the  divestiture  of  certain  parking  facilities.  See "Merger With Allright."

     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,  2001,  the  Company  employed  approximately 18,800
individuals,  including  15,400  full-time  and  3,400  part-time  employees.
Approximately  5,500  U.S.  employees  are  represented by labor unions. Various
union  locals  represent  parking  attendants  and cashiers at the New York City
facilities.  Other  cities  in  which  some  of  the  Company's  employees  are
represented  by  labor  unions  are  Washington,  D.C., Miami, Philadelphia, San
Francisco,  Jersey  City,  Newark,  Atlantic City, Pittsburgh, White Plains, San
Juan,  Puerto Rico, and Chicago. The Company frequently is engaged in collective
bargaining  negotiations  with  various union locals but has not experienced any
labor  strikes.  Management  believes  that the Company's employee relations are
good.

SERVICE  MARKS  AND  TRADEMARKS
     The  Company  has  registered  the  names  CPC,  Central Parking System and
Central  Parking  Corporation, and its logo with the United States Patent Office
and has the right to use them throughout the United States except in the Chicago
and  Atlantic  City  areas where two other companies have the exclusive right to
use  the name "Central Parking." The Company also owns registered trademarks for
Square  Industries,  Kinney  System,  Allied  Parking  and  Allright Parking and
operates  various parking locations under those names. The Company uses the name
"Chicago  Parking System" in Chicago and "CPS Parking" in Seattle and Milwaukee.
The  Company has registered the name "Control Plus" and its symbol in London and
has  registered  that  name and symbol in association with its on-street parking
activities  in  Richmond,  Virginia.  The  Company has registered, or intends to
register,  its  name  and  logo in various international locations where it does
business.

FOREIGN  AND  DOMESTIC  OPERATIONS
     For  information  about the Company's foreign and domestic operations refer
to  Note  18  of  the  Consolidated  Financial  Statements.

RECENT  DEVELOPMENTS
     The  recession  and  the  September  11 tragedy have adversely impacted the
Company's  financial  results and are expected to affect future results as well.
See  "Management's Discussion and Analysis of Financial Condition and Results of
Operations  -  Results  of  Operations"  for  more  information.
<PAGE>

ITEM  2.  PROPERTIES

     The  Company's  facilities,  as of September 30, 2001, are organized into 7
segments  which  are subdivided into 18 regions.  As detailed below. Each region
is  supervised  by  a regional manager who reports directly to one of the senior
vice presidents. 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,  2001
<TABLE>
<CAPTION>


<S>             <C>                                                       <C>        <C>      <C>     <C>    <C>
                                                                          NUMBER OF                          TOTAL
SEGMENT         CITIES                                                    LOCATIONS  MANAGED  LEASED  OWNED  SPACES
                --------------------------------------------------------  ---------  -------  ------  -----  ---------
SEGMENT 1
Western         Las Vegas, Los Angeles, Orange County, Phoenix,
                San Diego                                                       184       95      85      4     86,363
Denver          Albuquerque, Denver, Houston Airport                            141       75      54     12     77,095
San Francisco   Oakland, Sacramento, Salt Lake City, San Francisco,
                Seattle, Vancouver                                              196       96      98      2     42,171
                                                                          ---------  -------  ------  -----  ---------
                TOTAL SEGMENT 1                                                 521      266     237     18    205,629
                                                                          ---------  -------  ------  -----  ---------
SEGMENT 2
New York        New Jersey, New York City, Philadelphia,
                Poughkeepsie, Stamford                                          540      246     278     16    230,890
Boston          Boston, Hartford, Manchester, Providence                        160       59      94      7     79,881
                                                                          ---------  -------  ------  -----  ---------
                TOTAL SEGMENT 2                                                 700      305     372     23    310,771
                                                                          ---------  -------  ------  -----  ---------
SEGMENT 3
Florida         Jacksonville, Miami, Orlando, Tampa, West Palm Beach            206      102      99      5     90,355
Atlanta         Atlanta, Charleston (SC), Charleston (WV), Charlotte,
                Chattanooga, Columbia, Lynchburg, Roanoke                       244      112     110     22     88,288
                                                                          ---------  -------  ------  -----  ---------
                TOTAL SEGMENT 3                                                 450      214     209     27    178,643
                                                                          ---------  -------  ------  -----  ---------
SEGMENT 4
Nashville       Baton Rouge, Birmingham, Jackson, Knoxville,
                Lexington, Louisville, Mobile, New Orleans, Nashville           426      161     236     29    124,227
Houston         Austin, Dallas, El Paso, Ft. Worth, Houston, San Antonio        356      130     194     32    108,033
Cincinnati      Cincinnati, Columbus                                            112       32      65     15     70,816
                                                                          ---------  -------  ------  -----  ---------
                TOTAL SEGMENT 4                                                 894      323     495     76    303,076
                                                                          ---------  -------  ------  -----  ---------
SEGMENT 5
Washington, DC  Baltimore, Cleveland, Pittsburgh, Richmond, Washington          271      128     129     14     84,424
Puerto Rico     San Juan                                                         28       21       7     --     12,191
                                                                          ---------  -------  ------  -----  ---------
                TOTAL SEGMENT 5                                                 299      149     136     14     96,615
                                                                          ---------  -------  ------  -----  ---------
SEGMENT 6
St. Louis       Kansas City, Little Rock, Memphis, Oklahoma City,
                Omaha, Peoria, St. Louis, Tulsa                                 353      165     160     28     85,976
Chicago         Chicago, Detroit, Indianapolis, Milwaukee, Minneapolis          222      101     104     17     83,640
East            Binghamton, Buffalo, Rochester, Syracuse, Wilkes-Barre          120       47      59     14     48,800
                                                                          ---------  -------  ------  -----  ---------
                TOTAL SEGMENT 6                                                 695      313     323     59    218,416
                                                                          ---------  -------  ------  -----  ---------
INTERNATIONAL
Europe          Germany, Greece, Ireland, London, Poland, Spain                 256      182      74     --     92,365
Latin America   Chile, Mexico, Venezuela                                        139       70      69     --     80,476
Canada          Calgary, Montreal, Ottawa, Toronto                               84       47      35      2     43,578
                                                                          ---------  -------  ------  -----  ---------
                TOTAL INTERNATIONAL                                             479      299     178      2    216,419
                                                                          ---------  -------  ------  -----  ---------
TOTAL                                                                         4,038    1,869   1,950    219  1,529,569
                                                                          =========  =======  ======  =====  =========

<S>             <C>
                PERCENTAGE
                OF TOTAL
SEGMENT         SPACES
                -----------
SEGMENT 1
Western
                       5.7%
Denver                 5.0
San Francisco
                       2.8
                -----------
                      13.5
                -----------
SEGMENT 2
New York
                      15.1
Boston                 5.2
                -----------
                      20.3
                -----------
SEGMENT 3
Florida                5.9
Atlanta
                       5.8
                -----------
                      11.7
                -----------
SEGMENT 4
Nashville
                       8.1
Houston                7.1
Cincinnati             4.6
                -----------
                      19.8
                -----------
SEGMENT 5
Washington, DC         5.5
Puerto Rico            0.8
                -----------
                       6.3
                -----------
SEGMENT 6
St. Louis
                       5.6
Chicago                5.5
East                   3.2
                -----------
                      14.3
                -----------
INTERNATIONAL
Europe                 6.0
Latin America          5.3
Canada                 2.8
                -----------
                      14.1
                -----------
TOTAL                100.0%
                ===========
</TABLE>


     The  Company's  facilities include both surface lots and structured parking
facilities  (garages).  Approximately  17%  of  the  Company's  owned  parking
properties  are  in structured parking facilities, with the remainder in surface
lots.  Management  believes the Company's owned facilities generally are in good
condition  and  adequate  for  its  present  needs.


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, 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 pending 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.

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

     Central  Parking  and Allright entered into a settlement agreement with the
Antitrust  Division  on March 16, 1999, under which the two companies divested a
total  of  74 parking facilities in 18 cities, representing approximately 18,000
parking  spaces.  None  of  the  states  that  reviewed  the transaction from an
antitrust  perspective  became  a  party  to  the  settlement agreement with the
Antitrust  Division.  The settlement agreement provides that Central Parking and
Allright  may  not  operate  any  of the divested facilities for a period of two
years  following  the  divestiture  of  such  facility.


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

     No  matter was submitted to a vote of the Company's security-holders during
the  fourth  quarter  of  the  fiscal  year  ended  September  30,  2001.


PART  II

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

(a)  The Registrant's Common Stock is listed on the NYSE under the symbol "CPC."
     The following table sets forth, for the periods indicated, the high and low
     sales  prices  for  the  Company's  Common  Stock  as reported by the NYSE.
<TABLE>
<CAPTION>


<S>             <C>     <C>
                 HIGH    LOW
                ------  ------
FISCAL 2001
First Quarter   $22.81  $15.75
Second Quarter   23.31   16.80
Third Quarter    18.70   17.05
Fourth Quarter   20.40   12.93
Twelve months    23.31   12.93

FISCAL 2000
First Quarter   $29.81  $14.50
Second Quarter   20.50   14.38
Third Quarter    27.88   19.56
Fourth Quarter   25.00   17.63
Twelve months    29.81   14.38
</TABLE>


(b)  There  were,  as  of September 30, 2001, approximately 6,500 holders of the
     Company's  Common  Stock,  based  on  the  number  of record holders of the
     Company's  common  stock  and  an  estimate  of  the  number  of individual
     participants  represented  by  security  position  listings.

(c)  Since April 1997, Central Parking has distributed a quarterly cash dividend
     of  $0.015  per  share of Central Parking common stock. The Company's Board
     currently  intends  to  declare  a  cash dividend each quarter depending on
     Central  Parking's  profitability  and future capital requirements. Central
     Parking reserves the right, however, to retain all or a substantial portion
     of its earnings to finance the operation and expansion of Central Parking's
     business.  As  a  result, the future payment of dividends will depend upon,
     among  other  things,  the  Company's  profitability, capital requirements,
     financial condition, growth, business opportunities, and other factors that
     the  Central Parking Board may deem relevant, including restrictions in any
     then-existing  credit  agreement.  The  Company's  existing credit facility
     contains  certain  covenants  including  those  that require the Company to
     maintain certain financial ratios, restrict further indebtedness, and limit
     the  amount  of  dividends  payable;  however, the Company does not believe
     these  restrictions  limit  its  ability  to pay currently anticipated cash
     dividends.  In  addition,  Central  Parking  Finance Trust (the "Trust"), a
     Delaware  statutory  business  trust,  of  which all of the common stock is
     owned  by  the  Company,  issued  preferred  securities  (the "Trust Issued
     Preferred  Securities")  which  prohibit  the  payment  of dividends on the
     Central  Parking  common  stock if the quarterly distributions on the Trust
     Issued Preferred Securities are not made for any reason. See Note 10 of the
     Consolidated  Financial  Statements.


ITEM  6.  SELECTED  CONSOLIDATED  FINANCIAL  DATA

     On  March  19,  1999,  Central  Parking  completed  a  merger with Allright
Holdings,  Inc.  ("Allright").  The  transaction  constituted  a  tax-free
reorganization  and  has  been  accounted  for  as  a  pooling-of-interests.
Accordingly,  Central  Parking's  consolidated  financial  statements  have been
restated  to  reflect the combined results of operations, financial position and
cash  flows  of  Central  Parking  and  Allright as if Allright had been part of
Central  Parking  since  Allright's inception date of October 31, 1996. Prior to
the  consummation  of  the  merger,  Allright's  fiscal year end was June 30. In
recording the business combination, Allright's consolidated financial statements
as of June 30, 1997 and for the eight months then ended, and as of June 30, 1998
and  for  the  year  then  ended,  have  been  combined  with  Central Parking's
consolidated  financial statements for the fiscal years ended September 30, 1997
and  1998,  respectively.  There  were  no material transactions between Central
Parking  and  Allright  prior to the Merger. Certain reclassifications have been
made  to  Allright's  historical  financial  statements  to  conform  to Central
Parking's  presentation.

     Set forth below are selected consolidated financial data of the Company for
each  of the periods indicated. Certain of the statement of earnings, per share,
and  balance  sheet  data  were  derived from the audited consolidated financial
statements of the Company. All of the information set forth below should be read
in  conjunction  with  the  Company's  Consolidated Financial Statements and the
Notes  thereto  and  with  Item  7,  "Management's  Discussion  and  Analysis of
Financial  Condition  and  Results  of  Operations."

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

                                                                              YEAR ENDED SEPTEMBER 30,
                                                                              ------------------------
<S>                                                             <C>        <C>        <C>        <C>        <C>
                                                                    2001       2000       1999       1998       1997
                                                                ---------  ---------  ---------  ---------  ---------
STATEMENT OF EARNINGS DATA:
Revenues:
  Parking                                                       $603,416   $628,666   $639,086   $534,573   $295,692
  Management contract                                            101,743    102,263     91,386     65,826     43,245
                                                                ---------  ---------  ---------  ---------  ---------
    Total revenues                                               705,159    730,929    730,472    600,399    338,937
Expenses:
  Total before merger costs                                      633,607    649,020    651,827    528,747    298,511
  Merger costs                                                        --      3,747     40,970         --         --
  Property-related gains (losses), net                            (7,255)       935      3,006       (639)     3,118
Operating earnings                                                64,297     79,097     40,681     71,013     43,544
Percentage of total revenues                                         9.1%      10.8%       5.6%      11.8%      12.8%
Interest income (expense), net                                  $(14,761)  $(20,100)  $(20,312)  $(24,555)  $(15,922)
Dividends on company-obligated mandatorily
  redeemable convertible securities of a subsidiary trust         (5,886)    (6,012)    (5,926)    (3,247)        --
Equity in partnership and  joint venture earnings                  5,075     10,260      5,233      5,246      4,238
Earnings before income taxes, minority interest, extraordinary
  items and cumulative effect of accounting change                48,725     63,245     19,676     48,457     31,860
Income taxes                                                      19,112     23,277     12,380     20,373     13,011
Income tax percentage of earnings before income tax                 39.2%      36.8%      62.9%      42.0%      40.8%
Minority interest, net of tax                                   $ (3,502)  $ (3,334)  $ (2,612)  $ (1,939)  $   (163)
Extraordinary item,  net of tax                                       --       (195)    (1,002)        --     (1,032)
Cumulative effect of accounting change, net of tax                  (258)        --         --         --         --
Net earnings                                                      25,853     36,439      3,682     26,145     17,654
Percentage of total revenues                                         3.7%       5.0%       0.5%       4.4%       5.2%

<S>                                                             <C>                   <C>      <C>
                                                                                               5-YEAR
                                                                     2001 VS. 2000      GROWTH
                                                                 INCREASE (DECREASE)     RATE
                                                                ---------------------   -------
STATEMENT OF EARNINGS DATA:
Revenues:
  Parking                                                       $    (25,250)   (4.0)%    19.5%
  Management contract                                                   (520)   (0.5)     23.8
                                                                -------------  -------   ------
    Total revenues                                                   (25,770)   (3.5)     20.1
Expenses:
  Total before merger costs                                          (15,413)   (2.4)     20.7
  Merger costs                                                        (3,747) (100.0)      NM
  Property-related gains (losses), net                                (8,190) (875.9)      NM
Operating earnings                                                   (14,800)  (18.7)     10.2
Percentage of total revenues                                            NM       NM        NM
Interest income (expense), net                                  $      5,339    26.6      (1.9)
Dividends on company-obligated mandatorily
  redeemable convertible securities of a subsidiary trust                126     2.1       NM
Equity in partnership and  joint venture earnings                     (5,185)  (50.5)      4.6
Earnings before income taxes, minority interest, extraordinary
  items and cumulative effect of accounting change                   (14,520)  (23.0)     11.2
Income taxes                                                          (4,165)  (17.9)     10.1
Income tax percentage of earnings before income tax                     NM       NM        NM
Minority interest, net of tax                                   $       (168)   (5.0)    115.3
Extraordinary item,  net of tax                                         (195) (100.0)      NM
Cumulative effect of accounting change, net of tax                      (258)    NM        NM
Net earnings                                                         (10,586)  (29.1)     10.0
Percentage of total revenues                                            NM       NM        NM
</TABLE>


<TABLE>
<CAPTION>

                                                                 YEAR ENDED SEPTEMBER 30,                2001 VS 2000
                                                                 ------------------------
<S>                                                <C>      <C>      <C>      <C>      <C>      <C>                   <C>
                                                      2001     2000     1999     1998     1997        INCREASE (DECREASE)
                                                   -------  -------  -------  -------  -------       --------------------
PER SHARE DATA:
Earnings before extraordinary item and cumulative
  effect of accounting change - basic              $  0.73  $  1.01  $  0.13  $  0.76  $  0.62     $     (0.28)  (27.7)%
Earnings before extraordinary item and cumulative
  effect of accounting change - diluted            $  0.73  $  0.99  $  0.13  $  0.74  $  0.61     $     (0.26)  (26.3)

Basic weighted average common shares                35,803   36,365   36,349   34,618   30,070            (562)   (1.5)
Diluted weighted average common shares              36,015   36,851   37,056   35,312   30,512            (836)   (2.3)
Dividends per common share                         $  0.06  $  0.06  $  0.06  $  0.05  $  0.05     $       --      --
Net book value per common share outstanding
  at September 30                                    10.66    10.19     9.44     9.36     5.28            0.47     4.6
Merger cost per diluted common share                    --     0.07     0.81       --       --           (0.07) (100.0)
</TABLE>


<TABLE>
<CAPTION>
                                                                                     SEPTEMBER 30,
                                                                                     -------------
<S>                                                          <C>        <C>          <C>          <C>        <C>
                                                                 2001         2000         1999       1998       1997
                                                             ---------  -----------  -----------  ---------  ---------
BALANCE SHEET DATA:
Cash and cash equivalents                                    $ 41,849   $   43,214   $   53,669   $ 39,495   $ 17,308
Working capital                                               (76,695)     (89,252)     (30,659)   (30,897)   (17,520)
Goodwill, net                                                 250,630      264,756      277,800    288,170     65,428
Total assets                                                  986,881    1,022,305    1,064,577    954,022    598,693
Long-term debt and capital lease obligations,
  less current portion                                        223,135      253,535      337,481    283,319     73,725
Company-obligated mandatorily redeemable convertible
  securities of subsidiary holding solely parent debentures   110,000      110,000      110,000    110,000         --
Shareholders' equity                                          381,446      370,257      347,119    341,914    173,114

<S>                                                          <C>                   <C>
                                                                   2001 VS 2000
                                                                INCREASE (DECREASE)
                                                                --------------------
BALANCE SHEET DATA:
Cash and cash equivalents                                    $       (1,365)  (3.2)%
Working capital                                                      12,557   14.1
Goodwill, net                                                       (14,126)  (5.3)
Total assets                                                        (35,424)  (3.5)
Long-term debt and capital lease obligations,
  less current portion                                              (30,400) (12.0)
Company-obligated mandatorily redeemable convertible
  securities of subsidiary holding solely parent debentures              --     --
Shareholders' equity                                                 11,189    3.0
</TABLE>


<TABLE>
<CAPTION>
                                                                 YEAR ENDED SEPTEMBER 30,          2001 VS 2000
                                                                 ------------------------
<S>                                          <C>       <C>       <C>       <C>       <C>       <C>                   <C>
                                                2001      2000      1999      1998      1997   INCREASE (DECREASE)
                                             --------  --------  --------  --------  --------  --------------------
OTHER DATA:
Depreciation and amortization                $46,966   $46,235   $43,131   $28,674   $13,547   $       731     1.6%
Employees (2)                                 18,800    16,200    16,700    17,450    14,300         2,600    16.0
Number of shareholders (2)                     6,500     7,300    10,325     8,100     7,000          (800)  (11.0)
Market capitalization (in millions) (1) (4)  $   501   $   720   $ 1,075   $ 1,840   $ 1,000   $      (219)  (30.4)
Return on equity (3)                             6.9%     10.2%      1.1%     10.2%     14.1%          NM      NM
</TABLE>


(1)  Reflects  the  recapitalization,  initial and subsequent public offering of
     shares,  and  subsequent  stock  splits  of  the  Company.

(2)  Reflects  information  as  of  September  30 of the respective fiscal year.

(3)  Reflects return on equity calculated using fiscal year net earnings divided
     by  average  shareholders'  equity  for  the  fiscal  year.

(4)  Based  on  number  of  shares  outstanding  and  closing market price as of
     September  30.

NM   Not  meaningful


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

     OVERVIEW

     The  Company operates parking facilities under three types of arrangements:
leases,  fee  ownership,  and  management contracts. Parking revenues consist of
revenues  from  leased  and  owned  facilities.  Cost of parking relates to both
leased  and  owned  facilities  and includes rent, payroll and related benefits,
depreciation  (if  applicable),  maintenance,  insurance,  and general operating
expenses.  Parking revenues in fiscal 2001 decreased by $25.3 million, to $603.4
million  from  $628.7 million in 2000.  The Company experienced a net decline in
the  number  of leased and owned locations in 2001 of 260 (246 additional leased
and  owned  locations offset by 483 lost or sold locations and 23 locations that
were  converted  to  management  agreements  or  consolidated  with  existing
locations).

     Parking  revenues  from  owned  properties amounted to $71.6 million, $73.2
million and $66.9 million for the years ended September 30, 2001, 2000 and 1999,
respectively.  Owned properties parking revenues, as a percentage of all parking
revenues,  amounted  to  11.9%,  11.6%,  and  10.5%  in  2001,  2000  and  1999
respectively.

     Parking  revenues from leased facilities amounted to $531.8 million, $555.5
million,  and  $572.2  million  for the years ended September 30, 2001, 2000 and
1999,  respectively.  Leased properties parking revenues, as a percentage of all
parking  revenues,  accounted for 88.1%, 88.4% and 89.5% in 2001, 2000 and 1999,
respectively.

     Management  contract  revenues include revenues from managed facilities. In
fiscal year 2001, management contract revenues decreased 0.5% to $101.7 million.
The  number  of  managed  facilities actually declined during fiscal 2001 by 156
locations (268 added offset by 424 lost).  Management contract revenues amounted
to  $102.3  million and $91.4 million for the years ended September 30, 2000 and
1999,  respectively.
<TABLE>
<CAPTION>

                                                                                          YEAR ENDED SEPTEMBER 30,
                                                                                          ------------------------
<S>                                                                             <C>      <C>      <C>      <C>      <C>
HISTORICAL FINANCIAL SUMMARY ($MILLIONS)                                          2001     2000     1999     1998     1997
------------------------------------------------------------------------------  -------  -------  -------  -------  -------
Parking revenues                                                                $603.4   $628.7   $639.1   $534.6   $295.7
 % Growth over prior year                                                        (4.0%)   (1.6%)    19.6%    80.8%   170.6%
Management contract revenues                                                    $101.7   $102.2   $ 91.4   $ 65.8   $ 43.2
 % Growth over prior year                                                        (0.5%)    11.9%    38.8%    52.2%    32.9%
Total revenues                                                                  $705.2   $730.9   $730.5   $600.4   $338.9
 % Growth over prior year                                                        (3.5%)     0.1%    21.7%    77.1%   139.0%
Cost of parking and management contracts                                        $554.8   $565.0   $562.9   $456.7   $259.8
 % of total revenues                                                              78.7%    77.3%    77.1%    76.1%    76.7%
General and administrative expenses, excluding merger costs                     $ 66.8   $ 71.9   $ 77.3   $ 63.7   $ 37.0
 % of total revenues                                                               9.5%     9.8%    10.6%    10.6%    10.9%
Goodwill and non-compete amortization                                           $ 12.0   $ 12.1   $ 11.6   $  8.3   $  1.7
 % of total revenues                                                               1.7%     1.7%     1.6%     1.4%     0.5%
Depreciation and amortization - excluding goodwill and non-compete              $ 34.9   $ 34.1   $ 31.5   $ 20.4   $ 11.9
Merger costs                                                                        --      3.7     41.0       --       --
 % of total revenue                                                                 --      0.5%     5.6%      --       --
Property-related gains (losses), net                                            $ (7.3)  $  0.9   $  3.0   $ (0.6)  $  3.1
Operating earnings                                                                64.3     79.1     40.7     71.0     43.5
 % of total revenues                                                               9.1%    10.8%     5.6%    11.8%    12.8%
Interest income (expense), net                                                  $(14.8)  $(20.1)  $(20.3)  $(24.6)  $(15.9)
Dividends on company-obligated mandatorily redeemable securities
   of subsidiary trust holding solely parent debentures                           (5.9)    (6.0)    (5.9)    (3.2)      --
Equity in partnerships and joint venture earnings                                  5.1     10.3      5.2      5.2      4.2
Earnings before extraordinary item and cumulative effect of accounting change     26.1     36.6      4.7     26.1     18.7
 % of total revenues                                                               3.7%     5.0%     0.6%     4.4%     5.5%
</TABLE>


A summary of the facilities operated domestically and internationally by Central
Parking  as  of  September  30,  2001  is  as  follows:
<TABLE>
<CAPTION>

<S>                          <C>      <C>     <C>    <C>    <C>        <C>
                                                            PERCENT
                             MANAGED  LEASED  OWNED  TOTAL  OF TOTAL   SPACES
                             -------  ------  -----  -----  ---------  ---------
Total U.S. and Puerto Rico     1,570   1,733    217  3,520      87.2%  1,309,167
                             -------  ------  -----  -----  ---------  ---------
United Kingdom                   179      53     --    232       5.8      78,498
Canada                            47      74      2    123       3.0      47,561
Mexico (1)                        58      55     --    113       2.8      65,660
Germany (1)                        2      13     --     15       0.4       6,794
Venezuela                          4      10     --     14       0.3      10,214
Chile (1)                          8       4     --     12       0.3       4,602
Ireland                           --       4     --      4       0.1         500
Spain                             --       3     --      3       0.1       1,693
Poland (1)                        --       1     --      1       0.0         380
Greece                             1      --     --      1       0.0       4,500
                             -------  ------  -----  -----  ---------  ---------
Total foreign                    299     217      2    518      12.8     220,402
                             -------  ------  -----  -----  ---------  ---------
Total facilities               1,869   1,950    219  4,038     100.0%  1,529,569
                             =======  ======  =====  =====  =========  =========
</TABLE>


(1)     Operated  through  unconsolidated  50%  owned  joint  ventures

<PAGE>
The  table below sets forth certain information regarding the Company's managed,
leased  and  owned  facilities  in  the  periods  indicated.
<TABLE>
<CAPTION>

                                       YEAR ENDED SEPTEMBER 30,
                                       ------------------------
<S>                                    <C>      <C>      <C>
                                         2001     2000    1999
                                       -------  -------  ------
Managed Facilities (1):
 Beginning of year                      2,025    2,096   1,937
                                       -------  -------  ------
 Acquired or merged during year            --       --      18
 Added during year                        268      198     354
 Deleted during year                     (424)    (269)   (213)
                                       -------  -------  ------
 End of year                            1,869    2,025   2,096
                                       -------  -------  ------
 Renewal Rate (3)                        81.5%    88.3%   90.8%
Leased Facilities (1):
 Beginning of year                      2,190    2,455   2,565
                                       -------  -------  ------
 Acquired or merged during year            --       --       1
 Added during year                        243      159     225
 Deleted during year                     (483)    (424)   (336)
                                       -------  -------  ------
 End of year                            1,950    2,190   2,455
                                       -------  -------  ------
Owned Facilities (1)(2):
 Beginning of year                        239      259     261
                                       -------  -------  ------
 Purchased during year                      3       --       7
 Closed or sold during year               (23)     (20)     (9)
                                       -------  -------  ------
 End of year                              219      239     259
                                       -------  -------  ------
Total facilities (end of year)          4,038    4,454   4,810
                                       =======  =======  ======
 Net growth in number of facilities:
    Managed                             (7.7%)   (3.4%)    8.2%
   Leased                              (11.0%)  (10.8%)  (4.3%)
   Owned                                (8.4%)   (7.7%)  (3.3%)
   Total facilities                     (9.3%)   (7.4%)    1.0%
</TABLE>


(1)  Includes  114,  97,  and  48 managed; 81, 64 and 54 leased; and 6, 6 and 16
     owned  properties  operated under joint venture agreements at September 30,
     2001,  2000  and  1999,  respectively.

(2)  Includes  the  Company's  corporate  headquarters  in Nashville, Tennessee.

(3)  The  renewal  rate  calculation is 100% minus lost locations divided by the
     sum  of  the  beginning of the year, acquired and added during the year for
     management  locations.


MERGER  WITH  ALLRIGHT

     On  March  19,  1999,  Central  Parking  completed  a  merger with Allright
Holdings,  Inc. ("Allright"), pursuant to which approximately 7.0 million shares
of  Central Parking stock, and approximately 0.5 million options and warrants to
purchase  such  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 transaction constituted a tax-free reorganization and has
been  accounted  for  as  a  pooling-of-interests.  Accordingly,  prior  period
financial  statements  presented  have  been  restated  to  include the combined
results  of  operations,  financial position and cash flows of Allright as if it
had  been part of Central Parking from the date of Allright's inception, October
31,  1996.  See  Notes  1  and  2  of  the  Consolidated  Financial  Statements.


<PAGE>
RESULTS  OF  OPERATIONS

     The  following  table  sets  forth,  for the periods indicated, information
derived  from  the  Company's  consolidated  financial statements expressed as a
percentage  of  total  revenues.
<TABLE>
<CAPTION>

                                                                        YEAR ENDED SEPTEMBER 30,
                                                                        ------------------------
<S>                                                                       <C>     <C>     <C>
                                                                           2001    2000    1999
                                                                          ------  ------  ------
Parking revenues                                                           85.6%   86.0%   87.5%
Management contract revenues                                               14.4    14.0    12.5
                                                                          ------  ------  ------
 Total revenues                                                           100.0   100.0   100.0
Cost of parking and management contracts                                   78.7    77.3    77.1
General and administrative expenses, excluding merger costs                 9.5     9.8    10.6
Goodwill and non-compete amortization                                       1.7     1.7     1.6
Merger costs                                                                 --     0.5     5.6
Property-related gains (losses), net                                       (1.0)    0.1     0.5
                                                                          ------  ------  ------
 Operating earnings                                                         9.1    10.8     5.6
Interest income (expense), net                                             (2.1)   (2.7)   (2.8)
Dividends on company-obligated mandatorily redeemable securities of
  subsidiary trust holding solely parent debentures                        (0.8)   (0.8)   (0.8)
Equity in partnership and joint venture earnings                            0.7     1.4     0.7
                                                                          ------  ------  ------
 Earnings before income taxes, minority interest, extraordinary item and
   cumulative effect of accounting change                                   6.9     8.7     2.7
Income taxes                                                                2.7     3.2     1.7
                                                                          ------  ------  ------
 Earnings before minority interest, extraordinary item and
   cumulative effect of accounting change                                   4.2%    5.5%    1.0%
                                                                          ======  ======  ======
</TABLE>


     YEAR  ENDED  SEPTEMBER  30,  2001 COMPARED TO YEAR ENDED SEPTEMBER 30, 2000
     Parking revenues are comprised of revenue from leased and owned facilities.
Parking  revenues in fiscal 2001 decreased to $603.4 million from $628.7 million
in  fiscal  2000,  a  decrease of $25.3 million, or 4.0%. The decrease is due to
several  factors.  In  addition  to  a  net  reduction  of  260 leased and owned
facilities  and  a  general  economic  slowdown  during  fiscal 2001, management
estimates  that  the Company lost $1.4 million in revenues in the second quarter
due  to  severe  weather  in  the  northeast and $5.0 million in revenues in the
fourth  quarter  due  to  the effects of the September 11 terrorist attacks. The
general  economic slowdown and the lingering impact of the September 11 attacks,
particularly  on  the  Company's  operations  in  New  York City are expected to
continue  to  have  an  adverse effect on the Company's revenues in fiscal 2002.

     Management  contract  revenues  also  decreased  slightly in fiscal 2001 to
$101.7  million  from $102.3 million in fiscal 2000, a decrease of $0.5 million,
or  0.5%. Revenues from foreign operations increased to $39.5 million for fiscal
2001,  compared to $33.5 million for fiscal 2000, an increase of $6.0 million or
17.9%.  The increase was driven by the addition of Venezuela, the Athens, Greece
airport,  and  several  on-street  contracts  in  the  United  Kingdom.

     Cost  of  parking  in  fiscal 2001 decreased to  $513.6 million from $528.7
million  in fiscal 2000, a decrease of $15.1 million, or 2.9%.  Net rent expense
decreased in fiscal 2001 to $294.2 million from $307.4 million in fiscal 2000, a
decrease  of  $13.2  million, or 4.3%.  Payroll expenses decreased during fiscal
2001  to  $111.0  million  from $117.7 million during fiscal 2000, a decrease of
$6.7  million,  or  5.7%.  The  decrease in both rent and payroll expense can be
attributed  to  the  fewer number of leased locations in operation during fiscal
2001.  Cost of parking as a percentage of parking revenues increased to 85.1% in
fiscal  2001 from 84.1% in fiscal 2000.  The increase is due to the inability of
the Company to fully adjust the fixed expense component of its cost structure to
match  its  lower  parking  revenues.

     Cost of management contracts in fiscal 2001 increased to $41.2 million from
$36.3  million  in fiscal 2000, an increase of $4.9 million, or 13.6%.  The cost
of  management  contracts,  as  a  percentage  of  management contract revenues,
increased  to 40.5% in fiscal 2001 from 35.5% in fiscal 2000.  The increases are
primarily  a  result  of  higher  costs associated with the Company's healthcare
insurance  programs  as well as an increase in the cost of administering certain
payroll  related  activities  on  behalf  of  management  contract  clients.

     General  and  administrative  expenses  decreased to $66.8 million in 2001,
from  $71.9  million in 2000, a decrease of $5.1 million, or 7.1%.  The decrease
was  primarily  a  result  of  technology  enhancements  and  cost savings plans
implemented  in  fiscal 2001. General and administrative expenses decreased as a
percentage  of  total  revenue to 9.5% in 2001, from 9.8% in 2000 as a result of
the  aforementioned  actions.

     Amortization  expense  of  goodwill  and  non-compete  agreements was $12.0
million  in  fiscal  2001,  down  slightly  from  $12.1  million in fiscal 2000.

     The  Company  incurred $3.7 million of Allright-related merger costs during
the  first  and  second  quarters  of  fiscal 2000.  Included in these costs are
approximately  $1.3  million in professional fees, $1.1 million in severance and
employment-related  payments,  and  $1.3  million in various other miscellaneous
expenses.   No  such  costs  were  incurred  in  fiscal  2001.

     Net  property-related losses for fiscal 2001 were $7.3 million, compared to
net property-related gains of $0.9 million in fiscal 2000.  The Company recorded
impairment  charges  totaling  $8.3 million during fiscal 2001, compared to $4.8
million  in  fiscal  2000,  Of  these  charges, $5.5 million was attributable to
properties  where the carrying value of the goodwill, contract rights, and lease
rights was no longer supportable by projected future cash flows and $2.8 million
related  to  leasehold  improvements  on  such  properties  in  fiscal  2001. In
addition, the Company incurred $7.7 million in lease termination costs in fiscal
2001,  compared  to  $0.4  million  in  fiscal  2000, as it aggressively pursued
opportunities  to  exit  unfavorable lease agreements.  The impairment and lease
termination  costs  were  offset  by  $8.8  million of gains from sales of owned
properties  during  fiscal  2001,  compared  to  $6.1  million  in  fiscal 2000.

     Interest  income in fiscal 2001 decreased to $5.8 million from $6.9 million
in  fiscal  2000  due  to  a decline in market interest rates.  Interest expense
decreased  in fiscal 2001 as well, to $20.6 million from $27.0 million in fiscal
2000  due  to the aforementioned decrease in market interest rates, as well as a
$32.8  million  reduction  in  the Company's outstanding debt balance during the
year.  The  Company's  variable  rate debt was positively impacted during fiscal
2001  by  the  decline  in interest rates.  The weighted-average balance of debt
outstanding  during fiscal 2001 was $289.6 million at a weighted average rate of
6.5%,  compared  to  a  weighted average balance of $348.3 million at a weighted
average  rate  of  7.4%  during  fiscal  2000.

     Dividends  on  Company-obligated  mandatorily  redeemable  convertible
securities  of  a subsidiary trust decreased to $5.9 million in fiscal 2001 from
$6.0  million  in  fiscal  2000.

     Equity  in partnership and joint venture earnings decreased to $5.1 million
in fiscal 2001 from $10.3 million in fiscal 2000.  The decrease is due to a $5.0
million  gain  on  the  sale  of  a  property  in  fiscal  2000  recognized by a
partnership  in  which  the  Company  was  a  limited partner.  Such transaction
resulted  from the general partner's decision to sell the property as allowed by
the  partnership  agreement.

     The  Company's  effective  income  tax  rate  before  minority  interest,
extraordinary  items  and  cumulative  effect  of accounting change was 39.2% in
fiscal  2001  as  compared to 36.8% in fiscal 2000.  The increase in the rate is
primarily  attributable to an increase in nondeductible goodwill as a percentage
of  taxable  income.  Additionally,  the  Company recorded a one-time benefit of
approximately  $1.5  million  during  fiscal  2000  relating to the reduction of
certain  federal and state net operating loss valuation allowances that had been
established  by  Allright.  No  such  benefit  was  recognized  in  fiscal 2001.
Management  believes  that it will be able to utilize these net-operating losses
to  offset  future income before their statutory expiration dates as a result of
various  tax  planning  strategies that the Company implemented during the year.
The  Company's  effective  tax rate is expected to be approximately 35.0% before
nonrecurring  items  for  fiscal  year  2002.

     YEAR  ENDED  SEPTEMBER  30,  2000 COMPARED TO YEAR ENDED SEPTEMBER 30, 1999
     Parking revenues are comprised of revenue from leased and owned facilities.
Parking  revenues in fiscal 2000 decreased to $628.7 million from $639.1 million
in fiscal 1999, a decrease of $10.4 million, or 1.6%.  The decrease is primarily
attributable  to  the  fact that the Company operated 285 fewer leased and owned
facilities  at  the  end  of  fiscal 2000 as compared to the end of fiscal 1999.
Despite  the  net  decrease  in managed facilities, management contract revenues
increased in fiscal 2000 to $102.3 million from $91.4 million in fiscal 1999, an
increase  of  $10.9  million,  or  11.9%.  The  increase  in management contract
revenues is due to the high-volume nature of the managed facilities added during
fiscal  2000  and  the  timing of additions and deletions during fiscal 2000 and
1999.  Revenues  from  foreign  operations remained the same for fiscal 2000 and
fiscal  1999,  at  $33.5  million.

     Cost  of  parking  in  fiscal  2000 decreased to $528.7 million from $535.2
million  in  fiscal 1999, a decrease of $6.5 million, or 1.2%.  Net rent expense
decreased in fiscal 2000 to $307.4 million from $311.4 million in fiscal 1999, a
decrease  of  $4.0  million,  or 1.3%.  Payroll expenses decreased during fiscal
2000  to  $117.7  million  from $119.2 million during fiscal 1999, a decrease of
$1.5  million,  or  1.3%.  The  decrease in both rent and payroll expense can be
attributed  to  the  fewer number of leased locations in operation during fiscal
2000.  Cost of parking as a percentage of parking revenues increased to 84.1% in
fiscal  2000 from 83.7% in fiscal 1999.  The increase is due to the inability of
the Company to adjust the fixed expense component of its cost structure to match
its  lower  parking  revenues.

     Cost of management contracts in fiscal 2000 increased to $36.3 million from
$27.7  million  in fiscal 1999, an increase of $8.6 million, or 30.7%.  The cost
of  management  contracts,  as  a  percentage  of  management contract revenues,
increased  to 35.5% in fiscal 2000 from 30.4% in fiscal 1999.  The increases are
primarily  a  result  of  higher  costs associated with the Company's healthcare
insurance  programs  as well as an increase in the cost of administering certain
payroll  related  activities  on  behalf  of  management  contract  clients.

     General  and  administrative  expenses  decreased to $71.9 million in 2000,
from  $77.3  million in 1999, a decrease of $5.4 million, or 6.9%.  The decrease
was primarily a result of reduced payroll expenses resulting from the closure of
Allright's  corporate  headquarters and the elimination of duplicative positions
created  by  the  Allright  merger  at  the Company's regional and city offices.
General  and  administrative expenses decreased as a percentage of total revenue
to  9.8%  in  2000,  from  10.6%  in  1999  due  to  the  lower  payroll  costs.

     Amortization  expense  of  goodwill and non-compete agreements increased to
$12.1  million  in fiscal 2000 from $11.6 million in fiscal 1999, an increase of
$0.5  million.  This  increase  was  primarily  attributable  to  a  non-compete
agreement  with  an  executive  from one of the entities acquired by the Company
that  was  entered  into  in  the  first  quarter  of  fiscal  2000.

     The  Company  incurred $3.7 million of Allright-related merger costs during
the  first  and  second  quarters  of  fiscal 2000.  Included in these costs are
approximately  $1.3  million in professional fees, $1.1 million in severance and
employment-related  payments,  and  $1.3  million in various other miscellaneous
expenses.  The  Company  recorded $41.0 million of Allright-related merger costs
during  the  last  three  quarters  of fiscal 1999.  Included in these costs are
approximately  $20.7  million  of  professional  fees,  comprised  of investment
banking,  legal,  accounting,  and  consulting  fees;  $11.3  million  of
employment-related expenses; $7.0 million related to the restructuring agreement
with the limited partner of Edison Parking Management, L.P.; and $2.0 million in
travel,  supplies,  printing,  and  other  out  of  pocket  costs.

     Net  property-related  gains  decreased in fiscal 2000 to $0.9 million from
$3.0  million in fiscal 1999.  The decrease of $2.1 million was due primarily to
an  increase  in  impairment  charges  recognized  during  fiscal  2000.

     Interest income in fiscal 2000 increased slightly to $6.9 million from $6.6
million  in  fiscal  1999.  Though  the  Company reduced its outstanding debt by
approximately  $59.9  million  during  fiscal  2000,  interest  expense remained
unchanged  from  the  prior  year at $27.0 million.  The Company's variable rate
debt  was  negatively  impacted during fiscal 2000 by a general rise in interest
rates.  The  weighted-average balance of debt outstanding during fiscal 2000 was
$348.3  million  at  a  weighted  average  rate  of 7.4%, compared to a weighted
average  balance  of  $334.3  million  at a weighted average rate of 8.1% during
fiscal  1999.  The Company's fiscal 2000 results do not reflect the full benefit
of  the  aforementioned  $59.9 million reduction in outstanding debt since $39.3
million  of  the  reduction  occurred  during  the  Company's  fourth  quarter.

     Dividends  on  Company-obligated  mandatorily  redeemable  convertible
securities  of  a subsidiary trust increased to $6.0 million in fiscal 2000 from
$5.9  million  in  fiscal  1999.

     Equity in partnership and joint venture earnings increased to $10.3 million
in  fiscal 2000 from $5.2 million in fiscal 1999.  The increase is due to a $5.0
million  gain on the sale of a property recognized by a partnership in which the
Company  was  a  limited  partner.  Such  transaction  resulted from the general
partner's decision to sell the property as allowed by the partnership agreement.

     The  Company's  effective  income  tax  rate  before  minority interest and
extraordinary  items  was  36.8%  in  fiscal 2000 as compared to 62.9% in fiscal
1999.  The  decrease  in  the  rate  is  primarily attributable to nondeductible
merger  costs  incurred  during the prior year.  The Company recorded a one-time
benefit  of  approximately  $1.5  million  during  fiscal  2000  relating to the
reduction  of  certain federal and state net operating loss valuation allowances
that had been established by Allright.  Management believes that it will be able
to  utilize  these  net-operating  losses  to  offset future income before their
statutory  expiration  dates as a result of various tax planning strategies that
the  Company  implemented  during  the  year.

QUARTERLY  RESULTS
     The  Company  experienced fluctuations in its quarterly net earnings during
fiscal  2001 due to unusually harsh winter weather in the second quarter and the
terrorist  attacks  in  New  York  City  and  Washington, D.C. during the fourth
quarter  resulting  in  an  estimated  loss of revenues of $1.4 million and $5.0
million, respectively. Both situations had a direct impact on operating earnings
due  to  the  relatively fixed nature of the Company's cost structure (primarily
rent  and  payroll)  which cannot be readily adjusted for short-term declines in
parking  revenue. The Company also experienced fluctuations in its quarterly net
earnings during fiscal 2000 due to merger costs incurred in the first and second
quarters  and  the recognition of intermittent property-related gains or losses.
Additionally,  the  Company  has  and may continue to experience fluctuations in
revenues and related expenses due to acquisitions, pre-opening costs, travel and
transportation  patterns  affected  by  weather and calendar related events, and
local  and  national economic conditions. The Company's concentration of parking
facilities  in  the  northeastern  and  mid-Atlantic  part of the United States,
continues  to  expose the Company to the risk of negative financial fluctuations
that  may result from severe winter weather and other local or regional factors.
Additionally,  the  Company services the parking for a number of sports stadiums
and  arenas  and  can  be  impacted by the relative degree of success of various
sports  teams  and  strikes.  The  following  table sets forth certain quarterly
statements  of  earnings data for the eight fiscal quarters preceding the end of
the fiscal year and the percentage of net revenues represented by the line items
presented  (except in the case of per share amounts). The quarterly statement of
earnings data set forth below was derived from unaudited financial statements of
the  Company  and  includes all adjustments, consisting only of normal recurring
adjustments,  which  the  Company  considers  necessary  for a fair presentation
thereof.

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

                                                                    2001 FISCAL YEAR
                                          DECEMBER 31 (A)        MARCH 31           JUNE 30          SEPTEMBER 30
                                          ---------------   -----------------  -----------------  -----------------
<S>                                       <C>       <C>     <C>        <C>     <C>        <C>     <C>        <C>
Total revenues                            $177,565  100.0%  $174,034   100.0%  $179,145   100.0%  $174,415   100.0%
Property related gains (losses), net         2,777    1.6     (2,296)   (1.3)    (3,058)   (1.7)    (4,678)   (2.7)
Operating earnings                          25,501   14.4     16,196     9.3     16,009     8.9      6,591     3.8
Earnings before cumulative effect
  of accounting change                      11,681    6.6      6,735     3.9      6,737     3.8        958     0.5

Earnings before cumulative effect
  of accounting change per share - basic  $   0.32          $   0.19           $   0.19           $   0.03
Earnings before cumulative effect
  of accounting change per share-diluted  $   0.32          $   0.19           $   0.19           $   0.03
</TABLE>


<TABLE>
<CAPTION>
                                                                    2000 FISCAL YEAR
                                         DECEMBER 31          MARCH 31          JUNE 30         SEPTEMBER 30
                                      ----------------  ----------------  -----------------  -----------------

<S>                                   <C>       <C>     <C>       <C>     <C>        <C>     <C>        <C>
Total revenues                        $185,333  100.0%  $182,651  100.0%  $186,366   100.0%  $176,579   100.0%
Property related gains (losses), net     1,758    0.9      1,331    0.7       (918)   (0.5)    (1,236)   (0.7)
Operating earnings                      20,170   10.9     18,183   10.0     23,804    12.8     16,940     9.6
Earnings before extraordinary item       8,446    4.6      7,380    4.0     14,781     7.9      6,027     3.4

Earnings before extraordinary item
  per share - basic                   $   0.23          $   0.20          $   0.41           $   0.17
Earnings before extraordinary item
  per share-diluted                   $   0.23          $   0.20          $   0.40           $   0.16
</TABLE>


(a)  Includes retroactive effect of adoption of Staff Accounting Bulletin 101 in
     the  second  quarter  of  fiscal  2001.


<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES
     Net  cash  provided  by  operating  activities  for  fiscal  2001 was $46.4
million,  a  decrease  of  $54.0  million  from  net  cash provided by operating
activities  of $100.4 million during the same period in fiscal 2000. The primary
factors  which  contributed to this change were decreases in management accounts
payable  and  income  taxes  payable  of  $12.9  million  and  $1.1  million,
respectively,  and  an  increase in other assets of $10.1 million compared to an
increase  in  net  income  taxes payable and a decrease in other assets of $10.3
million and $2.7 million, respectively, in the prior year.  Also contributing to
the  decrease  in  operating  cash flow was a reduction in net earnings of $10.6
million  from  the  prior  year.

     Net cash provided by investing activities was $1.2 million for fiscal 2001,
compared to net cash of $17.0 million used in investing activities during fiscal
2000.  The  change  primarily  resulted  from  a  reduction  of $22.6 million of
purchases  of  property,  equipment  and  leasehold  improvements in fiscal 2001
compared  to  fiscal  2000.

     Net  cash used by financing activities for fiscal 2001 was $49.2 million, a
net  decrease  of  $44.6  million  from fiscal 2000.  The decrease was primarily
caused  by  a decrease in the net amount of repayments of outstanding debt.  The
Company  reduced outstanding debt by $32.8 million during fiscal 2001 (repayment
of  $55.6  million of notes payable, partially offset by net borrowings of $22.5
million under its revolving credit agreement and $0.3 million of notes issued to
acquire  contract  rights)  compared  to net debt repayments of $76.3 million in
fiscal  2000.

     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 Credit Facility as of September 30, 2001 was
$238.0  million  with  a  weighted  average interest rate of 4.1%, including the
principal  amount  of  the  term loan of $125.0 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 $59.6
million at September 30, 2001, which is net of $27.4 million of stand-by letters
of  credit.

     The  Credit  Facility  contains  covenants including those that require the
Company  to maintain certain financial ratios, restrict further indebtedness and
limit  the  amount  of dividends paid. On December 28, 1999, the Company entered
into  an  amendment  and waiver to the Credit Facility agreement relating to the
waiver of non-compliance with certain loan covenants at September 30, 1999. This
amendment  and  waiver  contained,  among  other things, amendment fees of  $700
thousand,  which  are  being amortized over the life of the Credit Facility. The
grid-based  interest rate margin was not affected by the amendment and continues
to  be  based  upon  the  Company  achieving  certain  revised financial ratios.

     On February 14, 2000, the Company entered into an amendment and restatement
to the Credit Facility agreement primarily to allow the Company to repurchase up
to  $50  million  in  outstanding shares of its common stock. This amendment and
restatement required the Company to pay an amendment fee of $681 thousand, which
is being amortized over the life of the Credit Facility. Interest rates were not
affected  by  this  amendment.

     The  Company  is  required  to  continue  maintaining  the  aforementioned
financial  covenants  under  the  Credit  Facility  as of the end of each fiscal
quarter. Due to a decline in revenues resulting primarily from the recession and
the  September 11 tragedy, the Company may not be in compliance with one or more
of these covenants as of the end of the first or second quarters of fiscal 2002.
As  a  result, the Company has begun discussions with its lender group regarding
potential amendments to its Credit Facility. These amendments would, among other
things,  waive  or  amend  the financial covenants and would likely increase the
Company's  cost  of  funds under its Credit Facility by approximately 100 to 175
basis  points.  In  addition,  the  Company  is  evaluating  several  financing
alternatives,  including  sale/leaseback  opportunities,  mortgage financing and
repurchase  of  a  portion  of  its  convertible  preferred  stock.

     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  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. However, as of September 30,
2001,  Central  Parking  had  no  material  outstanding  commitments for capital
improvements  expenditures.  If  Central  Parking  identifies  investment
opportunities  requiring  cash in excess of Central Parking's cash flows and the
existing  credit  facility,  Central  Parking  may  seek  additional  sources of
capital,  including  seeking  to  amend the credit facility to obtain additional
indebtedness.  The  Allright  Registration  Rights  Agreement, as noted in "Risk
Factors",  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 current
market  value  of  Central  Parking  common  stock  also could have an impact on
Central  Parking's  ability  to  complete  significant  acquisitions  or  raise
additional  capital.


INTERNATIONAL  FOREIGN  CURRENCY  EXPOSURE
     The  Company  operates  wholly-owned  subsidiaries  in  the United Kingdom,
Canada  and  Spain. Total revenues from wholly-owned foreign operations amounted
to 5.6%, 4.6% and 4.6% of total revenues for the years ended September 30, 2001,
2000  and  1999,  respectively. Additionally, the Company operates through joint
ventures in Germany, Poland, Chile, and Mexico. The Company intends to invest in
foreign  leased  or  owned  facilities,  usually through joint ventures, and may
become  increasingly  exposed  to foreign currency fluctuations. The Company, in
limited  circumstances,  has  denominated  contracts  in  U.S.  dollars to limit
currency  exposure.  Presently,  the  Company  has  limited  exposure to foreign
currency  risk  and  has  no  hedge  programs  related to such risk. The Company
anticipates  implementing a hedge program if such risk materially increases. For
the  year  ended September 30, 2001, revenues from the United Kingdom and Canada
operations  represented  61.4%  and  28.5%,  respectively,  of  total  revenues
generated  by  foreign  operations,  excluding  earnings  from  joint  ventures.

IMPACT  OF  INFLATION  AND  CHANGING  PRICES
     The  primary  sources  of revenues to the Company are parking revenues from
owned  and  leased  locations  and  management  contract revenue (net of expense
reimbursements)  on  managed  parking  facilities.  The  Company  believes  that
inflation  has  had  a limited impact on its overall operations for fiscal years
ended  September  30,  2001,  2000  and  1999.

NEW  ACCOUNTING  PRONOUNCEMENTS
     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.

     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  $280  thousand  and  recording  $353  thousand  of  derivative  instrument
liabilities.

     At  September  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.

     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 $47 thousand for the year ended September 30,
2001.

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

     The  Company  was  required  to  adopt  the  provisions  of  SFAS  No.  141
immediately.  SFAS  No.  142  must  be  adopted  by  October 1, 2002, but may be
adopted  as  of  October  1,  2001.  The  Company  intends  to  elect this early
adoption.  SFAS  No.  142  requires  that  the  Company  evaluate  its  existing
intangible  assets  and goodwill that were acquired in a prior purchase business
combination,  and  to  make  any necessary reclassifications in order to conform
with the new criteria in SFAS No. 141 for recognition apart from goodwill.  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  its  assets  (recognized  and
unrecognized) and liabilities in a manner similar to a purchase price allocation
in  accordance with SFAS No. 141, to its carrying amount, both of which would be
measured  as  of  the  date  of  adoption.   This  second step is required to be
completed  as  soon  as  possible,  but  no  later  than  the end of the year of
adoption.  Any transitional impairment loss will be recognized as the cumulative
effect  of  a  change  in  accounting  principle  in  the Company's statement of
earnings.

     As  of  September  30, 2001, the Company's unamortized goodwill amounted to
$250.6  million and unamortized identifiable intangible assets amounted to $88.1
million,  all  of which will be subject to the transition provisions of SFAS No.
142.  Amortization expense related to goodwill was $11.4 million for each of the
years ended September 30, 2001 and 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.

     In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations,  which addresses financial accounting and reporting for obligations
associated  with the retirement of tangible long-lived assets and the associated
asset  retirement  costs.  The  standard applies to legal obligations associated
with  the  retirement  of  long-lived  assets  that result from the acquisition,
construction,  development  and  (or)  normal  use  of  the  asset.

     SFAS  No.  143  requires  that  the  fair value of a liability for an asset
retirement  obligation  be recognized in the period in which it is incurred if a
reasonable  estimate of fair value can be made.  The fair value of the liability
is  added  to  the  carrying  amount of the associated asset and this additional
carrying  amount  is  depreciated  over the life of the asset.  The liability is
accreted at the end of each period through charges to operating expense.  If the
obligation  is  settled for other than the carrying amount of the liability, the
Company  will  recognize  a  gain  or  loss  on  settlement.

     The  Company  is required and plans to adopt the provisions of SFAS No. 143
for  the  quarter  ending  December  31,  2002.  Management does not expect such
adoption  to  have  a  material  effect  on  the Company's financial statements.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, which supersedes both SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of  and the accounting and reporting provisions of APB Opinion No. 30, Reporting
the  Results  of  Operations-Reporting the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual  and  Infrequently  Occurring Events and
Transactions, for the disposal of a segment of a business (as previously defined
in  that  Opinion).  SFAS No. 144 retains the fundamental provisions in SFAS No.
121  for  recognizing  and measuring impairment losses on long-lived assets held
for  use  and  long-lived assets to be disposed of by sale, while also resolving
significant  implementation  issues  associated with SFAS No. 121.  For example,
SFAS No. 144 provides guidance on how a long-lived asset that is used as part of
a  group  should  be  evaluated  for impairment, establishes criteria for when a
long-lived  asset  is  held  for  sale,  and  prescribes  the  accounting  for a
long-lived  asset  that  will  be  disposed of other than by sale.  SFAS No. 144
retains  the  basic  provisions  of  Opinion  30  on how to present discontinued
operations  in  the income statement but broadens that presentation to include a
component  of  an entity (rather than a segment of a business).  Unlike SFAS No.
121,  an  impairment  assessment  under  SFAS  No.  144  will  never result in a
write-down of goodwill.  Rather, goodwill is evaluated for impairment under SFAS
No.  142.

     The  Company  is  required  and plans to adopt SFAS No. 144 for the quarter
ending  December  31,  2002.  Management does not expect such adoption to have a
material  impact  on  the  Company's financial statements because the impairment
assessment  under  Statement  144  is  largely  unchanged  from  SFAS  No.121.

FORWARD-LOOKING  STATEMENTS  MAY  PROVE  INACCURATE
     This  document,  and  documents  that  have  been  incorporated  herein  by
reference, include various forward-looking statements regarding the Company that
are  subject  to  risks  and  uncertainties,  including, without limitation, the
factors  set  forth under the caption "Risk Factors." 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,  results  of  operations and impact of new accounting pronouncements.
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 document, and the documents which are incorporated herein by reference,
could  affect the future financial results of the Company and could cause actual
results  to differ materially from those expressed in forward-looking statements
contained  or  incorporated  by  reference  in  this  document:

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

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

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

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

-    global  and/or  regional  economic  factors

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


RISK  FACTORS

     THE  FAILURE  TO  SUCCESSFULLY INTEGRATE PAST AND FUTURE ACQUISITIONS COULD
HAVE A NEGATIVE IMPACT ON CENTRAL PARKING'S BUSINESS AND THE MARKET PRICE OF ITS
COMMON  STOCK.
     Central Parking completed the merger with Allright Holdings, Inc. in fiscal
1999.  In  addition,  Central  Parking  completed two acquisitions subsequent to
September  30,  2001, and plans to pursue additional acquisitions in the future.
Central Parking can give no assurance that any acquired facility or company will
be  successfully integrated into its operations. Also, because of the price paid
by  Central  Parking  or because of the performance of acquired operations after
such  acquisitions,  there  can be no assurance that the results of the acquired
operations  will  not  be  dilutive to Central Parking's per share earnings. Any
acquisition  contemplated  or completed by Central Parking may result in adverse
short-term  effects  on  Central  Parking's  reported  operating results, divert
management's attention, introduce difficulties in retaining, hiring and training
key  personnel,  and  introduce  risks associated with unanticipated problems or
legal  liabilities, some or all of which could have a negative effect on Central
Parking's  business  and  financial  results.

     IF  THE  COMPANY  CANNOT  RETURN  TO ITS HISTORICAL GROWTH RATE, THE MARKET
PRICE  OF  ITS  STOCK  MAY  BE  ADVERSELY  AFFECTED.
     As Central Parking has expanded its operations, its ability to maintain its
historical  percentage growth rate has become increasingly difficult. The merger
with  Allright  significantly increased the size of the Company, which is likely
to  reduce  the  impact  of  future acquisitions on the results of operations of
Central Parking. Central Parking's growth rate also will be directly affected by
the increasingly competitive environment for acquisitions of other operators and
Central  Parking's  ability  to  obtain  suitable financing for acquisitions. In
addition, the growth rate has been and is expected to be affected by the results
of  operations  of  added  parking  facilities,  which  will depend largely upon
Central  Parking's  ability  to  integrate  acquired operations. There can be no
assurance that Central Parking's failure to retain locations or to return to its
historical percentage growth rate will not negatively affect the market price of
its  stock.

     IF SIGNIFICANT SHAREHOLDERS OF CENTRAL PARKING SELL A SUBSTANTIAL AMOUNT OF
THEIR  STOCK  AT  THE SAME TIME, THESE SALES COULD HAVE AN ADVERSE IMPACT ON THE
MARKET  PRICE  OF  CENTRAL  PARKING  COMMON  STOCK.
     In  February  2001,  the Company filed a registration statement on Form S-3
covering  7,381,618  shares  of  the  Company's  common  stock  held  by certain
shareholders  of  the  Company.  These  shares  were  registered  pursuant  to
registration rights previously granted to these shareholders. These shareholders
may  sell  all  or  a  portion  of  the shares that were registered on any stock
exchange,  market  or  trading  facility  on  which the shares are traded, or in
private  transactions.  If each of these shareholders, or other shareholders who
own  significant  blocks  of  Central  Parking  common stock, sold a substantial
amount  of  Central  Parking  common  stock, such sales could have a significant
negative  impact  on  the  stock's  market  price.

     THE  SALE OF A SUBSTANTIAL NUMBER OF SHARES OF CENTRAL PARKING COMMON STOCK
BY  MONROE  CARELL, CHAIRMAN OF CENTRAL PARKING, THE CARELL CHILDREN'S TRUST AND
VARIOUS  OTHER  CARELL  FAMILY  TRUSTS  AND  FOUNDATIONS  UNDER  THE  ALLRIGHT
REGISTRATION  RIGHTS  AGREEMENT OR OTHERWISE, COULD NEGATIVELY AFFECT THE MARKET
PRICE  OF  CENTRAL  PARKING  COMMON  STOCK.
     Monroe  Carell,  Jr.,  The Carell Children's Trust and various other Carell
family  trusts and foundations have certain rights to register shares of Central
Parking  common  stock  under  a  registration  rights agreement entered into in
connection  with  the Allright merger. The exercise of these rights and the sale
of  substantial amounts of stock by Monroe Carell or other family members, could
be perceived negatively by the securities market. As a result, these sales could
adversely  affect  the  market  price  of  Central  Parking  common  stock.

     CENTRAL  PARKING  WILL  BE  UNABLE  TO  RAISE  MONEY  THROUGH  COMMON STOCK
OFFERINGS  UNTIL  IT  COMPLETES  ITS OBLIGATIONS UNDER THE ALLRIGHT REGISTRATION
RIGHTS  AGREEMENT.
     The Allright Registration Rights Agreement 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. As a
result,  Central  Parking  may  not  have  access  to  the capital markets for a
significant  period  of  time.  There  can be no assurance or guarantee that the
restrictions  upon Central Parking's ability to raise funds through common stock
offerings  will  not  have  a  negative  effect  on  Central  Parking.

     THE  COMPANY'S  LARGE  NUMBER  OF LEASED AND OWNED FACILITIES INCREASES THE
RISK THAT THE COMPANY MAY NOT BE ABLE TO COVER THE FIXED COSTS OF ITS LEASED AND
OWNED  FACILITIES.
     The  Company  leased  or  owned  2,169 facilities as of September 30, 2001.
Although  there  is  more  potential for income from leased and owned facilities
than from management contracts, they also carry more risk if there is a downturn
in  property  performance  or  commercial  real estate occupancy rates because a
significant part of the costs to operate such facilities typically is fixed. For
example,  in the case of leases, there are typically minimum lease payments, and
in  the  case  of  owned facilities, there are the normal risks of ownership and
costs  of  capital.  In  addition,  maintenance  and operating expenses for both
leased  and  owned  facilities  are  borne by Central Parking and are not passed
through  to  the  owner,  as  is  the case with management contracts. Generally,
performance  of  Central  Parking's  parking  facilities depend, in part, on its
ability  to negotiate favorable contract terms, its ability to control operating
expenses,  financial  conditions prevailing generally and in areas where parking
facilities  are located, the nature and extent of competitive parking facilities
in  the  area,  weather  conditions  and  the  real  estate  market  generally.

     WE  HAVE  FOREIGN  OPERATIONS  THAT  MAY  BE  ADVERSELY AFFECTED BY FOREIGN
CURRENCY  EXCHANGE  RATE  FLUCTUATIONS.
     Central  Parking  operates  in  the  United  Kingdom,  Germany, Mexico, the
Republic of Ireland, Chile, Poland, Canada, and Spain, and intends to expand its
business  in  these  and  other  international  locations.  For  the  year ended
September 30, 2001, revenues from foreign operations represented 5.6% of Central
Parking's  total revenues. The Company's United Kingdom operations accounted for
61.4%  of such revenues, excluding earnings from joint ventures. Central Parking
receives  revenues  and  incurs  expenses  in  various  foreign  currencies  in
connection  with  its  foreign  operations  and, as a result, Central Parking is
subject  to  currency  exchange  rate  fluctuations.  Central Parking intends to
continue  to  invest  in  foreign  leased  or  owned  parking facilities, either
independently  or  through  joint  ventures,  where  appropriate, and may become
increasingly  exposed  to  foreign  currency  fluctuations.  Presently,  Central
Parking  has  limited  exposure  to  foreign  currency  risk  and  anticipates
implementing  a  hedging  program  if  such  risk  materially  increases.

     IF  WE  INCREASE  OPERATIONS  IN  EUROPE, THE EURO CONVERSION MAY ADVERSELY
AFFECT  OUR  BUSINESS.
     On  January 1, 1999, eleven of the fifteen member countries of the European
Union  established  fixed  conversion  rates  between  their  existing sovereign
currencies  and  a  new  currency called the "Euro." These countries adopted the
Euro  as  their  common legal currency on that date. The Euro trades on currency
exchanges and is available for non-cash transactions. Until January 1, 2002, the
existing  sovereign  currencies  will remain legal tender in these countries. On
January 1, 2002, the Euro is scheduled to replace the sovereign legal currencies
of  these  countries.  While  the  vast majority of Central Parking's operations
within the European Union are currently in the United Kingdom, a European Member
which  is  not  scheduled to participate in the Euro conversion, Central Parking
has  operations  in countries which have adopted the Euro. Central Parking is in
the  process of assessing the impact of the Euro conversion on its operations in
the  participating  countries,  including  the  need  to  adopt  new information
technology,  parking  related  equipment  and  other  systems  to  accommodate
Euro-denominated  transactions,  as  well  as  the  impact  to currency risk and
contractual relationships. Based on management's assessment of the impact of the
Euro  conversion, Central Parking does not believe that the Euro conversion will
have  a  material  impact  on  its  operations  or  financial  condition.

     IN  CONNECTION WITH OWNERSHIP OR OPERATION OF PARKING FACILITIES, WE MAY BE
POTENTIALLY  LIABLE  FOR  ENVIRONMENTAL  PROBLEMS.
     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 cost 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. There can be no assurance that a
material  environmental  claim  will  not be asserted against Central Parking or
against  its owned or operated parking facilities. The cost of defending against
claims  of  liability,  or  of remediating a contaminated property, could have a
negative  effect  on  Central  Parking's  business  and  financial  results.

     IF WE CANNOT MAINTAIN POSITIVE RELATIONSHIPS WITH LABOR UNIONS REPRESENTING
OUR  EMPLOYEES,  A  WORK  STOPPAGE  MAY  ADVERSELY  AFFECT  OUR  BUSINESS.
     Approximately  5,500  employees of Central Parking are represented by labor
unions.  There  can  be  no assurance that Central Parking will be able to renew
existing  labor  union  contracts  on acceptable terms. Employees could exercise
their  rights  under  the  labor union contract, which could include a strike or
walk-out.  In  such cases, there are no assurances that Central Parking would be
able  to  staff  sufficient  employees  for its short-term needs. Any such labor
strike  or the inability of Central Parking to negotiate a satisfactory contract
upon  expiration  of  the  current  agreements  could  have a negative effect on
Central  Parking's  business  and  financial  results.


ITEM  7A.  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 September 30, 2001, the
Company  had  $238.0  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 cash flow exposure to increases in interest rates.  As of
September  30,  2001,  interest rate protection agreements had been purchased to
hedge  $100  million  of  the  Company's  variable rate debt.  See Note 9 to the
Consolidated  Financial  Statements  for a description of the hedge transactions
entered  into  by the Company.  $125.0 million of the Credit Facility is payable
in  quarterly  installments  of  $12.5  million through March 2004.  The Company
anticipates  paying  the scheduled quarterly payments out of operating cash flow
and,  if  necessary,  will  attempt  to  renew  the  revolving  credit facility.

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

FOREIGN  CURRENCY  EXPOSURE
     The  Company  derived  $39.5 million or 5.6% of total revenues from foreign
sources  in fiscal 2001. Of the $39.5 million, 61.4% was derived from the United
Kingdom  and  28.5%  was  derived  from  Canada. The Company does not employ any
foreign  currency hedge programs because management does not believe the risk to
be  material.  See  Note  18  of  the  Consolidated  Financial  Statements.


ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA


                           CENTRAL PARKING CORPORATION
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

     PAGE
     ----

Independent Auditors' Report                                                  28

Consolidated Balance Sheets as of September 30, 2001 and 2000                 29

Consolidated Statements of Earnings for the Years Ended
     September 30, 2001, 2000 and 1999                                        30

Consolidated Statements of Changes in Shareholders' Equity and
     Comprehensive Income for the Years Ended
     September 30, 2001, 2000 and 1999                                        31

Consolidated Statements of Cash Flows for the Years Ended
     September 30, 2001, 2000 and 1999                                        32

Notes to Consolidated Financial Statements                                    34

<PAGE>
                        INDEPENDENT  AUDITORS'  REPORT
                           THE  BOARD  OF  DIRECTORS
              CENTRAL  PARKING  CORPORATION  AND  SUBSIDIARIES:

     We  have  audited  the  accompanying consolidated balance sheets of Central
Parking  Corporation and subsidiaries as of September 30, 2001 and 2000, and the
related  consolidated  statements  of  earnings,  shareholders'  equity  and
comprehensive  income,  and  cash  flows for each of the years in the three-year
period  ended  September  30,  2001.  In  connection  with  our  audits  of  the
consolidated  financial statements, we have also audited the financial statement
Schedule II - Valuation and Qualifying Accounts and financial statement Schedule
IV  - Mortgage Loans on Real Estate as of September 30, 2001 and for each of the
years  in  the  three-year  period ended September 30, 2001.  These consolidated
financial statements and financial statement schedules are the responsibility of
the  Company's  management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedules based on our
audits.

     We  conducted  our  audits  in accordance with auditing standards generally
accepted  in  the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

     In  our  opinion  the  consolidated  financial statements referred to above
present  fairly,  in  all  material  respects, the financial position of Central
Parking  Corporation and subsidiaries as of September 30, 2001 and 2000, and the
results  of  their  operations and their cash flows for each of the years in the
three-year  period  ended  September  30,  2001,  in  conformity with accounting
principles  generally  accepted  in  the United States of America.  Also, in our
opinion,  the related financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in  all  material  respects,  the  information  set  forth  therein.

KPMG  LLP

Nashville,  Tennessee
November  26,  2001

<PAGE>
                  CENTRAL PARKING CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

Amounts  in  thousands,  except  share  data

<TABLE>
<CAPTION>

                                                                                     SEPTEMBER 30,
<S>                                                                            <C>        <C>
                                                                                  2001         2000
                                                                               ---------  -----------
ASSETS
Current assets:
 Cash and cash equivalents                                                     $ 41,849   $   43,214
 Management accounts receivable                                                  32,613       32,052
 Accounts receivable - other                                                     16,149       14,995
 Current portion of notes receivable (including amounts due
   from related parties of $4,304 in 2001 and $763 in 2000)                       6,836        4,090
 Prepaid rent                                                                     5,027        8,307
 Prepaid other expenses                                                           5,460        4,953
 Deferred income taxes                                                              259          612
                                                                               ---------  -----------
   Total current assets                                                         108,193      108,223
Investments, at amortized cost (fair value $6,215 in 2001 and $5,775 in 2000)     6,035        5,778
Notes receivable, less current portion                                           42,931       46,153
Property, equipment, and leasehold improvements, net                            415,405      432,833
Contracts and lease rights, net                                                  88,094       96,607
Goodwill, net                                                                   250,630      264,756
Investment in and advances to partnerships and joint ventures                    30,704       30,306
Other assets                                                                     44,889       37,649
                                                                               ---------  -----------
 Total Assets                                                                  $986,881   $1,022,305
                                                                               =========  ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Current portion of long-term debt and capital lease obligations               $ 53,337   $   55,760
 Accounts payable                                                                78,879       73,461
 Accrued payroll and related costs                                               12,616       14,287
 Accrued expenses                                                                12,381       12,236
 Management accounts payable                                                     20,541       33,452
 Income taxes payable                                                             7,134        8,279
                                                                               ---------  -----------
   Total current liabilities                                                    184,888      197,475
Long-term debt and capital lease obligations, less current portion              223,135      253,535
Deferred rent                                                                    21,228       18,794
Deferred compensation                                                            12,330       11,732
Deferred income taxes                                                            15,757       24,801
Minority interest                                                                31,121       31,108
Other liabilities                                                                 6,976        4,603
                                                                               ---------  -----------
   Total liabilities                                                            495,435      542,048
Company-obligated mandatorily redeemable convertible securities of
 Subsidiary holding solely parent debentures                                    110,000      110,000
Shareholders' equity:
 Common stock, $0.01 par value; 50,000,000 shares authorized,
   35,791,550 and 36,330,275 shares issued and outstanding at
   September 30, 2001and 2000, respectively                                         358          363
 Additional paid-in capital                                                     238,464      248,817
 Accumulated other comprehensive loss, net                                       (1,979)        (144)
 Retained earnings                                                              145,308      121,612
 Shares held in trust                                                              (705)          --
 Deferred compensation on restricted stock                                           --         (391)
                                                                               ---------  -----------
   Total shareholders' equity                                                   381,446      370,257
                                                                               ---------  -----------
 Total Liabilities and Shareholders' Equity                                    $986,881   $1,022,305
                                                                               =========  ===========
</TABLE>


See  accompanying  notes  to  consolidated  financial  statements.
------------------------------------------------------------------

<PAGE>
                    CENTRAL PARKING CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF EARNINGS

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

                                                                            YEAR ENDED SEPTEMBER 30,
<S>                                                                     <C>        <C>        <C>
                                                                           2001       2000       1999
                                                                        ---------  ---------  ---------
Revenues:
 Parking                                                                $603,416   $628,666   $639,086
 Management contract                                                     101,743    102,263     91,386
                                                                        ---------  ---------  ---------
 Total revenues                                                          705,159    730,929    730,472
Costs and expenses:
 Cost of parking                                                         513,571    528,684    535,168
 Cost of management contracts                                             41,188     36,270     27,740
 General and administrative                                               66,807     71,946     77,312
 Goodwill and noncompete amortization                                     12,041     12,120     11,607
 Merger costs                                                                 --      3,747     40,970
                                                                        ---------  ---------  ---------
 Total costs and expenses                                                633,607    652,767    692,797
Property-related (losses) gains, net                                      (7,255)       935      3,006
                                                                        ---------  ---------  ---------
          Operating earnings                                              64,297     79,097     40,681
Other income (expenses):
 Interest income                                                           5,807      6,904      6,639
 Interest expense                                                        (20,568)   (27,004)   (26,951)
 Dividends on company-obligated mandatorily redeemable
   convertible securities of a subsidiary trust                           (5,886)    (6,012)    (5,926)
 Equity in partnership and joint venture earnings                          5,075     10,260      5,233
                                                                        ---------  ---------  ---------
Earnings before income taxes, minority interest, extraordinary
 item and cumulative effect of accounting change                          48,725     63,245     19,676
Income tax expense (benefit):
 Current                                                                  26,462     25,843     15,423
 Deferred                                                                 (7,350)    (2,566)    (3,043)
                                                                        ---------  ---------  ---------
 Total income taxes                                                       19,112     23,277     12,380
                                                                        ---------  ---------  ---------
Earnings before minority interest, extraordinary item and
  cumulative effect of accounting change                                  29,613     39,968      7,296
Minority interest in earnings of consolidated subsidiaries, net of tax    (3,502)    (3,334)    (2,612)
                                                                        ---------  ---------  ---------
Earnings before extraordinary item and
 cumulative effect of accounting change                                   26,111     36,634      4,684
Extraordinary item, net of tax                                                --       (195)    (1,002)
Cumulative effect of accounting change, net of tax                          (258)        --         --
                                                                        ---------  ---------  ---------
   Net earnings                                                         $ 25,853   $ 36,439   $  3,682
                                                                        =========  =========  =========

Basic earnings per share:
 Earnings before extraordinary item and
   Cumulative effect of accounting change                               $   0.73   $   1.01   $   0.13
 Extraordinary item, net of tax                                         $     --   $  (0.01)  $  (0.03)
 Cumulative effect of accounting change, net of tax                     $  (0.01)  $     --   $     --
                                                                        ---------  ---------  ---------
 Net earnings                                                           $   0.72   $   1.00   $   0.10
                                                                        =========  =========  =========
Diluted earnings per share:
 Earnings before extraordinary item and
   Cumulative effect of accounting change                               $   0.73   $   0.99   $   0.13
 Extraordinary item, net of tax                                         $     --   $     --   $  (0.03)
 Cumulative effect of accounting change, net of tax                     $  (0.01)  $     --   $     --
                                                                        ---------  ---------  ---------
 Net earnings                                                           $   0.72   $   0.99   $   0.10
                                                                        =========  =========  =========
</TABLE>


See  accompanying  notes  to  consolidated  financial  statements.
------------------------------------------------------------------

<PAGE>
<TABLE>
<CAPTION>
                                      CENTRAL PARKING CORPORATION AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                             AND COMPREHENSIVE INCOME

Amounts  in  thousands,  except  per  share  data

<S>                                             <C>         <C>       <C>           <C>              <C>         <C>
                                                                                    ACCUMULATED                  DEFERRED
                                                                      ADDITIONAL    OTHER                        COMPENSATION
                                                NUMBER OF   COMMON    PAID-IN       COMPREHENSIVE    RETAINED    AND SHARES
                                                SHARES      STOCK     CAPITAL       LOSS             EARNINGS    HELD IN TRUST
                                                ----------  --------  ------------  ---------------  ----------  ---------------

Balance at September 30, 1998                      36,522   $   366   $   256,405   $         (150)  $  85,795   $         (502)
                                                ----------  --------  ------------  ---------------  ----------  ---------------
Allright equity adjustment to
  conform fiscal years                                 --        --            --               --         (20)              --
Issuance under restricted stock
  plan and employment agreements                        1        --            74               --          --               --
Issuance under Employee Stock
  Ownership Plan                                       48        --         1,401               --          --               --
Common stock dividends, $0.06 per share                --        --            --               --      (2,093)              --
Exercise of stock options and
  related tax benefits                                183         2         1,973               --          --               --
Amortization of deferred compensation                  --        --            --               --          --               56
Comprehensive income:
  Net earnings                                         --        --            --               --       3,682               --
  Foreign currency translation adjustment              --        --            --              130          --               --

Total comprehensive income
                                                ----------  --------  ------------  ---------------  ----------  ---------------
Balance at September 30, 1999                      36,754   $   368   $   259,853   $          (20)  $  87,364   $         (446)
                                                ----------  --------  ------------  ---------------  ----------  ---------------
Issuance under restricted stock
  plan and employment agreements                        3        --            48               --          --               --
Issuance under Employee Stock
  Ownership Plan                                       72         1         1,231               --          --               --
Common stock dividends, $0.06 per share                --        --            --               --      (2,191)              --
Exercise of stock options and warrants and
  related tax benefits                                352         3         2,299               --          --               --
Amortization of deferred compensation                  --        --            --               --          --               55
Repurchase of common stock                           (851)       (9)      (14,614)              --          --               --
Comprehensive income:
  Net earnings                                         --        --            --               --      36,439               --
  Foreign currency translation adjustment              --        --            --             (124)         --               --

Total comprehensive income
                                                ----------  --------  ------------  ---------------  ----------  ---------------
Balance at September 30, 2000                      36,330   $   363   $   248,817   $         (144)  $ 121,612   $         (391)
                                                ----------  --------  ------------  ---------------  ----------  ---------------
Issuance under restricted stock
  plan and employment agreements                        3        --            48               --          --               --
Issuance under Employee Stock
  Ownership Plan                                       71         1         1,101               --          --               --
Common stock dividends, $0.06 per share                --        --            --               --      (2,157)              --
Exercise of stock options and
  related tax benefits                                 78         1         1,339               --          --               --
Amortization of deferred compensation                  --        --            --               --          --              391
Issuance of stock into Rabbi Trust                     --        --            --               --          --             (705)
Repurchase of common stock                           (690)       (7)      (12,841)              --          --               --
Comprehensive income:
  Net earnings                                         --        --            --               --      25,853               --
  Foreign currency translation adjustment              --        --            --              176          --               --
  Unrealized loss on fair value of derivatives         --        --            --           (2,011)         --               --

Total comprehensive income
                                                ----------  --------  ------------  ---------------  ----------  ---------------
Balance at September 30, 2001                      35,792   $   358   $   238,464   $       (1,979)  $ 145,308   $         (705)
                                                ==========  ========  ============  ===============  ==========  ===============

<S>                                             <C>


                                                TOTAL
                                                ---------

Balance at September 30, 1998                   $341,914
                                                ---------
Allright equity adjustment to
  conform fiscal years                               (20)
Issuance under restricted stock
  plan and employment agreements                      74
Issuance under Employee Stock
  Ownership Plan                                   1,401
Common stock dividends, $0.06 per share           (2,093)
Exercise of stock options and
  related tax benefits                             1,975
Amortization of deferred compensation                 56
Comprehensive income:
  Net earnings                                     3,682
  Foreign currency translation adjustment            130
                                                ---------
Total comprehensive income                         3,812
                                                ---------
Balance at September 30, 1999                   $347,119
                                                ---------
Issuance under restricted stock
  plan and employment agreements                      48
Issuance under Employee Stock
  Ownership Plan                                   1,232
Common stock dividends, $0.06 per share           (2,191)
Exercise of stock options and warrants and
  related tax benefits                             2,302
Amortization of deferred compensation                 55
Repurchase of common stock                       (14,623)
Comprehensive income:
  Net earnings                                    36,439
  Foreign currency translation adjustment           (124)
                                                ---------
Total comprehensive income                        36,315
                                                ---------
Balance at September 30, 2000                    370,257
                                                ---------
Issuance under restricted stock
  plan and employment agreements                      48
Issuance under Employee Stock
  Ownership Plan                                   1,102
Common stock dividends, $0.06 per share           (2,157)
Exercise of stock options and
  related tax benefits                             1,340
Amortization of deferred compensation                391
Issuance of stock into Rabbi Trust                  (705)
Repurchase of common stock                       (12,848)
Comprehensive income:
  Net earnings                                    25,853
  Foreign currency translation adjustment            176
  Unrealized loss on fair value of derivatives    (2,011)
                                                ---------
Total comprehensive income                        24,018
                                                ---------
Balance at September 30, 2001                   $381,446
                                                =========
</TABLE>



See  accompanying  notes  to  consolidated  financial  statements.
------------------------------------------------------------------

<PAGE>
                  CENTRAL PARKING CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts  in  thousands
<TABLE>
<CAPTION>


                                                                                     YEAR ENDED SEPTEMBER 30,
<S>                                                                              <C>        <C>        <C>
                                                                                    2001       2000       1999
                                                                                 ---------  ---------  ---------
Cash flows from operating activities:
Net earnings                                                                     $ 25,853   $ 36,439   $  3,682
Adjustments to reconcile net earnings to net cash
 provided by operating activities:
 Depreciation and amortization of property                                         21,706     23,192     22,872
 Amortization of goodwill and non-compete agreements                               12,041     12,120     11,607
 Amortization of contract and lease rights,
   straight-line rent, deferred financing fees and other                           13,219     10,923      8,652
 Equity in partnership and joint venture earnings                                  (5,075)   (10,260)    (5,233)
 Distributions from partnerships and joint ventures                                 3,300     10,039      5,149
 Net (gains) losses on property related activities                                  7,255       (935)    (3,006)
 Deferred income taxes                                                             (7,350)    (2,566)    (3,043)
 Minority interest                                                                  3,502      3,334      2,612
 Charge for Edison minority interest write-up                                          --         --      7,000
Changes in operating assets and liabilities, excluding effects of acquisitions:
 Management accounts receivable                                                      (561)     1,236    (13,441)
 Accounts receivable - other                                                       (1,154)     4,193     (5,432)
 Prepaid rent                                                                       3,280      5,923      1,708
 Prepaid expenses - other                                                            (507)     2,485     (1,673)
 Prepaid and refundable income taxes                                                   --      5,374     (4,108)
 Other assets                                                                     (10,051)     2,728    (10,864)
 Accounts payable, accrued expenses and deferred compensation                      (4,966)    (8,810)     7,653
 Management accounts payable                                                      (12,911)        36      6,805
 Income taxes payable                                                              (1,145)     4,958      3,861
                                                                                 ---------  ---------  ---------
Net cash provided by operating activities                                          46,436    100,409     34,801
                                                                                 ---------  ---------  ---------
Cash flows from investing activities:
Proceeds from disposition of property and equipment                                30,800     28,881     25,252
(Investments in) repayments of notes receivable, net                                  476     10,130    (12,377)
Purchase of property, equipment and leasehold improvements                        (28,639)   (52,242)   (38,000)
Purchase of contract and lease rights                                              (2,583)      (980)   (43,338)
Investments in and advances to partnerships, joint ventures and unconsolidated
 subsidiaries, net of repayments of capital and principal                           1,377     (2,224)      (219)
Purchase of remaining interest in unconsolidated subsidiary                            --         --    (20,789)
Acquisitions of companies, net of cash acquired                                        --       (257)      (785)
Proceeds from maturities and calls of investments                                   1,225        537        712
Purchase of investments                                                            (1,482)      (827)    (1,113)
                                                                                 ---------  ---------  ---------
Net cash provided (used) by investing activities                                    1,174    (16,982)   (90,657)
                                                                                 ---------  ---------  ---------
Cash flows from financing activities:
Dividends paid                                                                     (2,163)    (2,197)    (1,986)
Net borrowings (repayments) under revolving credit agreement                       22,488    (60,914)    98,677
Proceeds from issuance of notes payable, net of issuance costs                         --     13,300    263,615
Payment to minority interest partner                                               (3,489)    (3,338)    (2,103)
Principal repayments on notes payable                                             (55,629)   (28,718)  (302,413)
Repurchase of common stock                                                        (12,848)   (14,623)        --
Proceeds from issuance of common stock and exercise of stock options                2,490      2,732      2,813
                                                                                ---------  ---------  ---------
Net cash (used) provided by financing activities                                  (49,151)   (93,758)    58,603
                                                                                ---------  ---------  ---------
Foreign currency translation                                                          176       (124)       178
                                                                                ---------  ---------  ---------
Net increase (decrease) in cash and cash equivalents                               (1,365)   (10,455)     2,925
Cash and cash equivalents at beginning of year                                     43,214     53,669     39,495
Cash and cash equivalents derived from Allright merger                                 --         --     11,249
                                                                                ---------  ---------  ---------
Cash and cash equivalents at end of year                                         $ 41,849   $ 43,214   $ 53,669
                                                                                =========  =========  =========

Non-cash transactions:
 Issuance of restricted stock                                                    $     48   $     48   $     74
 Purchase of lease rights and contract rights with notes payable                 $    318   $ 14,250   $     --
 Unrealized loss on fair value of derivatives                                    $  2,011   $     --   $     --

Effects of acquisitions:
 Estimated fair value of assets acquired                                         $     --   $    365   $    285
 Purchase price in excess of the net assets acquired (goodwill)                        --        355        500
 Estimated fair values of liabilities assumed                                          --       (412)        --
                                                                                 ---------  ---------  ---------
 Cash paid                                                                             --        308        785
 Less cash acquired                                                                    --        (51)        --
                                                                                 ---------  ---------  ---------
 Net cash paid for acquisitions                                                  $     --   $    257   $    785
                                                                                 =========  =========  =========
</TABLE>


See  accompanying  notes  to  consolidated  financial  statements.
------------------------------------------------------------------

<PAGE>
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     A summary of the significant accounting policies applied in the preparation
of  the  accompanying  consolidated  financial  statements  follows:

(a)  Organization  and  Basis  of  Presentation
     Central Parking Corporation ("CPC") is a United States company chartered in
the  State  of Tennessee. The consolidated financial statements include accounts
of  Central  Parking Corporation and its subsidiaries (the "Company" or "Central
Parking")  including  Central  Parking System, Inc. ("CPS") and its wholly-owned
U.S.  subsidiaries;  Kinney  System  Holdings,  Inc.  and  its  wholly-owned
subsidiaries  ("Kinney"); Central Parking System of the United Kingdom, Ltd. and
its  wholly-owned subsidiary ("CPS-UK"); Central Parking System Realty, Inc. and
its  wholly-owned  subsidiaries  ("Realty");  Allright  Holdings,  Inc.  and its
wholly-owned  subsidiaries  ("Allright"),  including  Edison Parking Management,
L.P.  ("Edison"), a 50% owned partnership under Allright control. The results of
operations of the remaining 50% of Edison are eliminated as a minority interest.
All  significant  inter-company  transactions  have  been  eliminated.

     The  Company  owns,  operates  and  manages parking facilities and provides
parking  consulting services throughout the world, but principally in the United
States  and  United  Kingdom.  The  Company manages and operates owned or leased
parking  facilities,  manages and operates parking facilities owned or leased by
third  parties,  and  provides financial and other advisory services to clients.

(b)  Revenues
     Parking  revenues  include  the  parking  revenues  from  leased  and owned
locations.  Management  contract  revenues  represent  revenues  (both fixed and
performance-based  fees)  from  facilities  managed  for  other  parties,  and
miscellaneous  management  fees  for  accounting,  insurance and other ancillary
services  such  as  consulting  and  transportation management services. Parking
revenues  from  transient  parking  are recognized as cash is received.  Parking
revenues  from  monthly  parkers,  fixed  fee  management  contract revenues and
miscellaneous  management  fees  are  recognized on a monthly basis based on the
terms  of  the  underlying  contracts.  Management  contract revenues related to
performance-based  arrangements  are  accrued when the performance measures have
been  met.

     Management  accounts  payable  reflected  on  the accompanying consolidated
balance sheets is reflected net of cash. Such cash balances belong to the owners
of the various managed facilities, but they are held by the Company and are used
to  pay  expenses of the managed facilities and ultimately to settle the balance
due  to  the  owners  of  the  managed  facilities.

(c)  Cash  and  Cash  Equivalents
     For  purposes  of  the statements of cash flows, the Company considers cash
and  cash  equivalents to include cash on hand, in banks, and short-term, highly
liquid  investments  with  original  maturities  of  three  months  or  less.

(d)  Investments
     Investment  securities  consist of debt obligations of states and political
subdivisions  and  are  classified into one of three categories, as follows: (i)
held-to-maturity  debt securities, (ii) trading securities, and (iii) securities
available-for-sale.  Classification  of  a  debt security as held-to-maturity is
based  on  the  Company's  positive  intent and ability to hold such security to
maturity.  At  September  30,  2001  and  2000,  all of the Company's investment
securities  were  classified  as held-to-maturity. Such securities are stated at
amortized cost adjusted for amortization of premiums and accretion of discounts,
unless  there  is  a  decline  in  value  which  is  considered to be other than
temporary, in which case the cost basis of such security is written down to fair
value  and  the  amount  of  the  write-down  is  reflected  in  earnings.

(e)  Property,  Equipment,  and  Leasehold  Improvements
     Property,  equipment,  computer  software, computer hardware, and leasehold
improvements  are  recorded  at  cost. Depreciation is provided principally on a
straight-line  basis  over  a  period  of  one  to  fifteen years for furniture,
fixtures, and equipment, over three years for computer software, over five years
for computer hardware, and over thirty to forty years for buildings and garages.
Leasehold  improvements  are  amortized  over  the  remaining  lease term or the
estimated  useful  life of the asset, whichever is shorter.  Major additions and
improvements  to property and equipment are capitalized.  Repair and maintenance
costs  are  charged  to  operating  expense  as  they  are  incurred.

(f)  Investment  in  and  Advances  to  Partnerships  and  Joint  Ventures
     The  Company  has a number of joint ventures to operate and develop parking
garages  through  either corporate joint ventures, general partnerships, limited
liability  companies,  or  limited  partnerships.  The  financial results of the
Company's joint ventures are generally accounted for under the equity method and
are  included  in  equity  in  partnership  and  joint  venture  earnings in the
accompanying  consolidated  statements of earnings with the exception of Edison,
which  is  consolidated  into  the  Company's  financial  statements,  with  the
remaining  50%  eliminated  through  minority  interest.

(g)  Investment  in  Edison  Parking  Management,  L.P.
     On  June  1,  1997, Allright acquired a 50% controlling interest in Edison.
Edison's assets include management contracts contributed by the limited partner,
Park  Fast  Parking  Management,  L.P.  ("Park  Fast"),  a  third  party.  These
management  contracts were recorded at their estimated fair market value and are
being  amortized  on  a  straight-line  basis  over their estimated lives, which
average  12  years.

     In  conjunction  with  the Company's merger with Allright, Allright entered
into  a  restructuring  agreement  whereby  Allright  loaned  an additional $9.9
million  to the limited partner and amended certain other related agreements. In
addition, the parties agreed that the limited partner's capital account would be
increased  to $29.4 million as of the effective date of the restructuring, which
coincided with the consummation date of the merger with Allright. As a result of
this  increase  in the limited partner's capital account, the Company recorded a
$7.0  million  charge  to  operations concurrent with the merger. Such charge is
reflected in merger costs in the accompanying consolidated statement of earnings
for  fiscal  1999.

(h)  Contract  and  Lease  Rights
     Contract  and  lease  rights  consist of capitalized payments made to third
parties which provide the Company the opportunity to manage or lease facilities.
Contract  and  lease  rights  are  allocated  among respective locations and are
amortized  principally  on  a  straight-line  basis  over  the  terms of related
agreements  which  range  from  five  to  thirty  years,  or  an  estimated term
considering  anticipated  terminations  and  renewals.

(i)  Goodwill
     Goodwill,  which represents the excess of purchase price over fair value of
net  assets  acquired,  is  amortized on a straight-line basis over the expected
periods  to  be  benefited,  ranging  from  five  to  thirty  years.

(j)  Other  Assets
     Other  assets  is comprised of a combination of the cash surrender value of
key  man  life  insurance  policies,  security deposits, key money deposits with
clients,  deferred  issuance  costs  related to the sale of Preferred Securities
discussed  in  Note  10,  deferred  debt issuance costs related to the Company's
credit facilities, and non-compete agreements. Key money represents deposits and
prepayments tendered to clients at the inception of long-term relationships, and
is  amortized  over the life of the applicable lease. Non-compete agreements are
amortized  over the life of the agreement, or the economic useful life whichever
is  shorter.  Deferred  issuance  costs  related to the Preferred Securities are
amortized  over  the  30-year  life  of  the underlying subordinated debentures.
Deferred  debt  issuance  costs are amortized over the life of the related debt.

(k)  Lease  Transactions  and  Related  Balances
     The Company accounts for operating lease obligations and sublease income on
a  straight-line  basis.  Contingent  or  percentage  payments  and receipts are
recognized when operations indicate such amounts will be paid or received. Lease
obligations paid in advance are included in prepaid rent. The difference between
actual  lease  payments  and straight-line lease expenses over the lease term is
included  in accrued expense or deferred rent, as appropriate.  Rent expense for
all  operating  leases and rental income from subleases are reflected in cost of
parking,  or  general  and  administrative  expenses.

     In connection with its acquisitions, the Company revalued certain leases to
estimated fair market value at the time of the respective acquisition. Favorable
operating  leases of entities acquired represent the present value of the excess
of  the  current  market rental over the contractual lease payments. Unfavorable
operating  leases of entities acquired represent the present value of the excess
of the contractual lease payments over the current market rental. Such write-ups
and  write-downs  are amortized on a straight-line basis over the remaining life
of  the  underlying  lease,  or  30  years,  whichever is shorter. Favorable and
unfavorable  lease rights are reflected on the accompanying consolidated balance
sheets  in  contract  and  lease  rights  and  other  liabilities, respectively.

(l)  Property-Related  Gains  (Losses),  Net
     Net  property-related  gains  and  losses  on the accompanying consolidated
statements  of  earnings  include  (i)  realized gains and losses on the sale of
owned parking facilities assets, (ii) impairment of long-lived assets, and (iii)
costs  incurred  to  terminate  existing  parking facility leases prior to their
contractual  termination  date.

(m)  Impairment  of  Long-Lived  Assets
     Long-lived assets, including goodwill and certain identifiable intangibles,
are reviewed for impairment whenever events or changes in circumstances indicate
that  the carrying amount of the asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an  asset  to future undiscounted net cash flows expected to be generated by the
asset.  If  such  assets  are  considered  to  be impaired, the impairment to be
recognized  is the amount by which the carrying amount of the assets exceeds the
fair  value of the assets. Assets to be disposed of are reported at the lower of
the  carrying  amount  or  the  fair  value  less  the  costs  to  sell.

     The Company periodically reviews the carrying value of long-lived assets to
determine  if the net book values of such assets continue to be recoverable over
the  remainder  of the original estimated useful life. In performing this review
for  recoverability,  the  Company  estimates  the future cash flows expected to
result from the use of the asset and its eventual disposition. If the sum of the
expected  net  future  cash flows (undiscounted and without interest charges) is
less  than  the  carrying  amount of the asset, an impairment loss is recognized
based  on  the  estimated  diminution of value. If the assets involved are to be
held  and  used in the operations of the Company, consideration is also given to
actions  or remediations the Company might take in order to achieve the original
estimates  of  cash  flows.

(n)  Income  Taxes
     The  Company  files  a  consolidated federal income tax return. The Company
uses  the  asset  and  liability  method to account for income taxes. Under this
method,  deferred  tax  assets and liabilities are recognized for the future tax
consequences  attributable  to  differences  between  the  financial  statement
carrying  amounts  of  existing  assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to  apply  to  taxable  income  in  the years in which those temporary
differences  are expected to be recovered or settled. The effect on deferred tax
assets  and  liabilities of a change in tax rates is recognized in income in the
period  that  includes  the  enactment  date.  Work  opportunity tax credits are
accounted  for  by  the  flow-through  method,  which  recognizes the credits as
reductions  of  income  tax  expense  in the year utilized. The Company does not
provide  for  federal  income  taxes  on  the  accumulated  earnings  considered
permanently  reinvested  in  foreign  subsidiaries.

(o)  Pre-opening  Expense
     The  direct  and  incremental  costs  of  hiring  and  training  personnel
associated  with  the  opening  of  new  parking  facilities  and the associated
internal  development  costs  are  expensed  as  incurred.

(p)  Per  Share  and  Share  Data
     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  that  then  shared  in  the earnings of the entity.

(q)  Foreign  Currency  Translation
     The  financial  position and results of operations of the Company's foreign
subsidiaries  and equity method joint ventures are measured using local currency
as the functional currency. Translation adjustments arising from the differences
in  exchange  rates from period to period are generally included in the currency
translation  adjustment  in  shareholders'  equity.

(r)  Fair  Value  of  Financial  Instruments
     The  Company  discloses  the  fair  values  of  on-  and  off-balance sheet
financial  instruments  for  which it is practicable to estimate the value. Fair
value  disclosures  exclude  certain  financial  instruments  such  as  trade
receivables  and  payables when carrying values approximate the fair value. Fair
value  disclosures  are  not  required  for  employee benefit obligations, lease
contracts,  and  all  non-financial  instruments  such  as  land,  buildings and
equipment. The fair values of the financial instruments are estimates based upon
current  market  conditions  and  quoted  market  prices for the same or similar
instruments  as  of  September  30, 2001. Book value approximates fair value for
substantially  all  of  the  Company's assets, liabilities and off-balance sheet
derivatives  that  fall  under  the  fair  value  disclosure  requirements.

(s)  Stock  Option  Plan
     The  Company  applies  the  intrinsic  value  based  method  of  accounting
prescribed  by  Accounting  Principles  Board  opinion  No.  25  ("APB No. 25"),
"Accounting  for  Stock  Issued  to  Employees,"  and related interpretations in
accounting  for  its  stock  options.  As  such,  compensation  expense would be
recorded on the date of grant only if the current market price of the underlying
stock  exceeded  the  exercise  price.

(t)  Business  Concentrations
     Approximately 41% of the Company's total revenues for fiscal year 2001 were
attributable  to  parking  and  management  contract  operations  geographically
located  in  the  Northeastern  area  of  the  United  States. See also Note 18.

As  of  September  30,  2001,  approximately  29% of the Company's employees are
subject  to  various  collective  bargaining  agreements  as  members of unions.

(u)  Risk  Management
     The  Company  utilizes  a  combination  of  indemnity  and  self-insurance
coverages  up  to  certain  maximum  losses  for  liability, health and workers'
compensation  claims.  The  accompanying consolidated balance sheets reflect the
estimated losses related to such risks. These policies have deductibles of up to
$250,000  per  occurrence  which  must be met before the insurance companies are
required  to reimburse the Company for  costs and liabilities related to covered
claims.  As  a result, the Company is, in effect, self-insured for all claims up
to  the  deductible  levels.

(v)  Use  of  Estimates
     Management  of  the  Company  has  made  certain  estimates and assumptions
relating  to  the  reporting  of  assets  and  liabilities  to  prepare  these
consolidated  financial  statements  in  conformity  with  accounting principles
generally accepted in the United States of America.  Actual results could differ
from  these  estimates.

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

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

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

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No.  133,  "Accounting  for Derivative Instruments and Hedging Activities." SFAS
No.  133  established  reporting standards for derivative instruments, including
certain  derivative instruments embedded in other contracts. 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.

     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  $280  thousand  and  recording  $353  thousand  of  derivative  instrument
liabilities.

     At  September  30,  2001,  the  Company's  derivative financial instruments
consist of three interest rate cap agreements with a combined notional amount of
$75  million  and two interest rate swaps with a combined notional amount of $38
million  that  effectively  convert an equal portion of its debt from a floating
rate  to  a  fixed  rate.  The  derivative financial instruments are reported at
their  fair values.  These instruments comprised derivative instrument assets of
$63  thousand  and  derivative instrument liabilities of $3.0 million, which are
included as other assets and other liabilities, respectively, on the face of the
balance sheet.  During the year ended September 30, 2001, the Company recognized
an additional unrealized loss of $1.7 million, net of related income tax benefit
of  $1.2  million  in  accumulated  other comprehensive loss.  Additionally, the
Company  decreased  derivative instruments assets by $267 thousand and increased
derivative  instrument  liabilities by $2.6 million for the year ended September
30,  2001.

(x)  Recent  Accounting  Pronouncements

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 $47 thousand for the year ended September 30,
2001

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

     The  Company  was  required  to  adopt  the  provisions  of  SFAS  No.  141
immediately.  SFAS  No.  142  must  be  adopted  by  October 1, 2002, but may be
adopted  as  of  October  1,  2001.  The  Company  intends  to  elect this early
adoption.  SFAS  No.  142  requires  that  the  Company  evaluate  its  existing
intangible  assets  and goodwill that were acquired in a prior purchase business
combination,  and  to  make  any necessary reclassifications in order to conform
with the new criteria in SFAS No. 141 for recognition apart from goodwill.  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  its  assets  (recognized  and
unrecognized) and liabilities in a manner similar to a purchase price allocation
in  accordance with SFAS No. 141, to its carrying amount, both of which would be
measured  as  of  the  date  of  adoption.   This  second step is required to be
completed  as  soon  as  possible,  but  no  later  than  the end of the year of
adoption.  Any transitional impairment loss will be recognized as the cumulative
effect  of  a  change  in  accounting  principle  in  the Company's statement of
earnings.

     As  of  September  30, 2001, the Company's unamortized goodwill amounted to
$250.6  million and unamortized identifiable intangible assets amounted to $88.1
million,  all  of which will be subject to the transition provisions of SFAS No.
142.  Amortization expense related to goodwill was $11.4 million for each of the
years ended September 30, 2001 and 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.

     In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations,  which addresses financial accounting and reporting for obligations
associated  with the retirement of tangible long-lived assets and the associated
asset  retirement  costs.  The  standard applies to legal obligations associated
with  the  retirement  of  long-lived  assets  that result from the acquisition,
construction,  development  and  (or)  normal  use  of  the  asset.

     SFAS  No.  143  requires  that  the  fair value of a liability for an asset
retirement  obligation  be recognized in the period in which it is incurred if a
reasonable  estimate of fair value can be made.  The fair value of the liability
is  added  to  the  carrying  amount of the associated asset and this additional
carrying  amount  is  depreciated  over the life of the asset.  The liability is
accreted at the end of each period through charges to operating expense.  If the
obligation  is  settled for other than the carrying amount of the liability, the
Company  will  recognize  a  gain  or  loss  on  settlement.

     The  Company  is required and plans to adopt the provisions of SFAS No. 143
for  the  quarter  ending  December  31,  2002.  Management does not expect such
adoption  to  have  a  material  effect  on  the Company's financial statements.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, which supersedes both SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of  and the accounting and reporting provisions of APB Opinion No. 30, Reporting
the  Results  of  Operations-Reporting the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual  and  Infrequently  Occurring Events and
Transactions, for the disposal of a segment of a business (as previously defined
in  that  Opinion).  SFAS No. 144 retains the fundamental provisions in SFAS No.
121  for  recognizing  and measuring impairment losses on long-lived assets held
for  use  and  long-lived assets to be disposed of by sale, while also resolving
significant  implementation  issues  associated  with SFAS No. 121. For example,
SFAS No. 144 provides guidance on how a long-lived asset that is used as part of
a  group  should  be  evaluated  for impairment, establishes criteria for when a
long-lived  asset  is  held  for  sale,  and  prescribes  the  accounting  for a
long-lived  asset  that  will  be  disposed  of other than by sale. SFAS No. 144
retains  the  basic  provisions  of  Opinion  30  on how to present discontinued
operations  in  the income statement but broadens that presentation to include a
component  of  an  entity (rather than a segment of a business). Unlike SFAS No.
121,  an  impairment  assessment  under  SFAS  No.  144  will  never result in a
write-down  of goodwill. Rather, goodwill is evaluated for impairment under SFAS
No.  142.

     The  Company  is  required  and plans to adopt SFAS No. 144 for the quarter
ending  December  31,  2002.  Management does not expect such adoption to have a
material  impact  on  the  Company's financial statements because the impairment
assessment  under  SFAS  No.  144  is  largely  unchanged  from  SFAS  No.121.

(y)  Reclassifications
     Certain prior year amounts have been reclassified to conform to the current
year  presentation.  Certain  reclassifications  have  been  made  to Allright's
historical  financial  statements  to  conform  to  the  Company's presentation.


(2)  BUSINESS  COMBINATIONS

Allright  Merger
     On  March  19,  1999,  Central  Parking  completed  a merger with 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
transaction  has  been  accounted  for  as  a pooling-of-interests. Accordingly,
Central  Parking's  consolidated  financial  statements  have  been  restated to
reflect the combined results of operations, financial position and cash flows of
Central  Parking  and  Allright  as  if  Allright  for  all  periods  presented.

     The  Company  incurred merger costs of approximately $3.7 million and $41.0
million  in  fiscal  2000  and 1999, respectively, in connection with the merger
with  Allright.  These  costs, which are directly attributable to the merger and
incremental  to  the  combining companies, were recognized when incurred and are
reflected in the accompanying statement of earnings as merger costs. Included in
these  costs are approximately $22.0 million for professional fees; comprised of
investment  banking,  legal,  accounting,  and  consulting  fees;  $12.4 million
related  to  employment agreements and severance contracts; $7.0 million related
to  the  restructuring  agreement  with  the limited partner of Edison (See Note
1(g));  and the balance of $3.3 million in travel, supplies, printing, and other
out  of  pocket  costs.  In  connection  with  the merger, Allright entered into
certain  employment and management continuity agreements with certain employees.
See  Note  14.

Purchase  Acquisitions

Allied  Parking
     On October 1, 1998, Allright purchased from Allied Parking, Inc. ("Allied")
four  leases  relating  to  parking facilities in New York City, with maturities
ranging  from  2006  to  2029  for approximately $14.2 million. Allied agreed to
lease  to  Allright  two  more  lots  for  19 years, each in exchange for a note
receivable  of  $4.9  million,  secured by an assignment of rents. Allright also
purchased  the  right  to  use  the  "Allied Parking" name associated with these
leases for $835 thousand. On November 8, 1998, Allright purchased six additional
leases  from  Allied  Parking with maturities ranging from 1999 to 2008 for $5.1
million.  Allright  also  purchased  the  right to use the "Allied Parking" name
associated  with  these leases for $300 thousand. During April 1999, the Company
purchased an additional lease from Allied Parking which matures in 2020 for $3.0
million,  and  also  purchased  the  right  to  use  the  "Allied  Parking" name
associated  with  it  as  part  of  the  purchase  price.

12  West  48th  Street,  LLC
     On  May  28,  1999  the  Company  purchased the remaining 60% interest in a
limited  liability  company  for  $20.5 million in cash.  The Company previously
owned  40%  of  the partnership. The LLC operates a parking facility in New York
City. The previous partner will continue to manage the garage through June 2006.

Arizona  Stadium  Parking  Garage,  LLC
     In  October  1999,  the  Company  purchased  the  remaining 50% interest in
Arizona Stadium Parking Garage LLC, a limited liability company that manages the
parking  activities  for  the Arizona stadium, for approximately $1.5 million in
cash.  The  Company  previously  owned  50%  of the LLC.  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 extinguishments of debt.  This expense has been accounted for
as  an  extraordinary  loss  in  fiscal  2000.

Black  Angus  Garage
     On  March  15,  2000,  a  LLC  of which the Company is the sole shareholder
purchased  the  Black  Angus  Garage,  a  multi-level structure with 300 parking
stalls,  located  in  New York City for $19.6 million in cash.  $13.3 million of
the  purchase  was  financed  with a five-year note.  The remainder was financed
from  borrowings  under  the  Credit  Facility.

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 (see Note 9).  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.

Pro  forma  results  for fiscal 2000 and 1999 are not presented as the impact of
acquisitions  to  reported  results  are  not  significant.


(3)  NOTES  RECEIVABLE

          In  connection  with  the  acquisition  of  Kinney  System  Holding
Corporation  ("Kinney") in February 1998, the Company acquired a note receivable
from the City of New York (the "City") related to two parking garages which were
built  on  behalf  of  the  City.  The  Company  also has a long-term management
agreement  to operate the parking garages. Amounts advanced for the construction
of  the  garages  were recorded as a note receivable and are being repaid by the
City in monthly installments of $156 thousand including interest at 8.0% through
December 2007. In connection with the purchase, the note receivable was recorded
at  estimated  fair  value.  At  September  30, 2001, the book value of the note
receivable  was  $9.6  million.

     In  June  1997, Allright loaned the limited partner of Edison $16.5 million
in connection with Allright's acquisition of its general partnership interest in
Edison.  In  conjunction  with  the  merger of Allright and Central Parking, the
partnership  agreement  was  restructured  and  an  additional  $9.9 million was
advanced  to  the  limited  partner.  The  amended  note receivable totals $26.4
million  and bears interest at 10%. The note matures June 1, 2006 and is secured
by  a  pledge  of,  and  security interest in, the limited partner's partnership
interest  in  Edison.

     In  connection  with  the  Allright merger, the Company acquired a mortgage
note  of  $2.5  million,  bearing  interest at 7.7%, from a partnership which is
secured  by  a parking garage and rental assignments. The loan is a balloon note
which  matures  in  August  2010.

     In  connection  with  the acquisition of Allied, the Company obtained notes
receivables  totaling  $4.9  million, secured by an assignment of rents from the
properties  being leased. The notes are payable monthly and bear interest at the
rate  of  7.0%.

     The  remainder  of  the  notes  receivable consist of notes ranging from $3
thousand  to  $3.1 million at the end of fiscal 2001, and notes ranging from $10
thousand  to  $1.1 million at the end of fiscal 2000. The notes bear interest at
rates  ranging  from  8.0%  to  12.0%  at  the  end  of  fiscal  2001.


(4)  INVESTMENTS

     The  amortized  cost,  gross unrealized gains, gross unrealized losses, and
approximate  fair  values  for  such  securities  are  presented  as follows (in
thousands):
<TABLE>
<CAPTION>

                     SEPTEMBER 30,
<S>                <C>      <C>
                     2001     2000
                   -------  -------
Amortized cost     $6,035   $5,778
Unrealized gains      196       96
Unrealized losses     (16)     (99)
                   -------  -------
 Fair value        $6,215   $5,775
                   =======  =======
</TABLE>


     The  amortized  cost  and  approximate  fair  value  of  debt securities at
September  30,  2001  by  maturity  are  shown  below  (in  thousands):
<TABLE>
<CAPTION>

<S>                                     <C>     <C>
                                       AMORTIZED      FAIR
                                         COST        VALUE
                                       ---------   --------
Due in one year or less                $    373    $    380
Due after one year through five years     1,696       1,733
Due after five years through ten years    1,967       2,043
Due after ten years                       1,999       2,059
                                       --------    --------
Total securities                       $  6,035    $  6,215
                                       ========    ========
</TABLE>


<PAGE>
(5)  PROPERTY,  EQUIPMENT  AND  LEASEHOLD  IMPROVEMENTS

     A  summary  of  property,  equipment and leasehold improvements and related
accumulated  depreciation  and  amortization  is  as  follows  (in  thousands):
<TABLE>
<CAPTION>

                                                         SEPTEMBER 30,
<S>                                                  <C>       <C>
                                                        2001      2000
                                                     --------  --------
Leasehold improvements                               $ 43,775  $ 41,328
Buildings and garages                                  72,814    73,296
Operating equipment                                    63,401    59,470
Furniture and fixtures                                  5,250     5,603
Capital leases                                          3,140     4,359
Aircraft                                                4,250     4,250
                                                     --------  --------
                                                      192,630   188,306
Less accumulated depreciation and amortization         66,047    63,817
                                                     --------  --------
                                                      126,583   124,489
Land                                                  288,822   308,344
                                                     --------  --------
Property, equipment and leasehold improvements, net  $415,405  $432,833
                                                     ========  ========
</TABLE>


(6)  INTANGIBLE  AND  OTHER  ASSETS

Contract  and  lease  rights  consist  of  (in  thousands):
<TABLE>
<CAPTION>

                                    SEPTEMBER 30,
<S>                             <C>       <C>
                                    2001      2000
                                --------  --------
Contract and lease rights       $118,687  $121,047
Less accumulated amortization     30,593    24,440
                                --------  --------
Contract and lease rights, net  $ 88,094  $ 96,607
                                ========  ========
</TABLE>


     Goodwill  consists  of  (in  thousands):
<TABLE>
<CAPTION>

                                                      SEPTEMBER 30,
<S>                                                <C>       <C>
                                                      2001      2000
                                                   --------  --------
Excess of purchase price over net assets acquired  $293,943  $297,252
Less accumulated amortization                        43,313    32,496
                                                   --------  --------
Goodwill, net                                      $250,630  $264,756
                                                   ========  ========
</TABLE>


     Amortization of goodwill amounted to $11.4 million, $11.4 million and $11.1
million  for  the  years  ended September 30, 2001, 2000 and 1999, respectively.

     Included  in  other  assets  are  unamortized  balances  related  to
non-competition  agreements  of  $0.5  million  at  September  30, 2001 and $1.3
million  at  September  30,  2000.


(7)  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.  Additionally, during the years ended September
30,  2000  and  1999,  the  Company  divested  certain  owned and leased parking
facilities pursuant to a settlement agreement with the Antitrust Division of the
United  States  Department  of Justice (the "DOJ") in connection with the merger
with  Allright.

A summary of property-related gains and losses for the years ended September 30,
2001,  2000  and  1999  is  as  follows  (in  thousands):
<TABLE>
<CAPTION>

                                                                          YEARS ENDED SEPTEMBER 30,
                                                                          -------------------------
<S>                                                                     <C>       <C>       <C>
                                                                           2001      2000      1999
                                                                        --------  --------  --------
Net gains on sale of property                                           $ 8,816   $ 6,129   $ 4,222
Impairment charges for property, equipment  and leasehold improvements   (2,817)     (729)   (1,216)
Impairment charges for goodwill, contract rights and lease rights        (5,517)   (4,080)       --
Lease termination costs                                                  (7,737)     (385)       --
                                                                        --------  --------  --------
Total property related gains (losses), net                              $(7,255)  $   935   $ 3,006
                                                                        ========  ========  ========
</TABLE>


     Included  in  net  gains  on  sale  of  property  for fiscal 2001 is a $250
thousand loss for environmental liability costs related to a property previously
owned by the Company. The Company recorded impairment charges of $8.3 million in
fiscal  2001,  including  $5.5  million  attributable  to  properties  where the
carrying  value  of  goodwill,  contract  rights  and lease rights was no longer
supportable  by  projected  future  cash  flows,  and  $2.8  million  related to
equipment  and leasehold improvements. Of these impairment charges, $3.4 million
related  to  properties in New York, $2.8 million in San Francisco, $0.7 million
in  New  Jersey  and  the remaining $1.4 million in various other locations. The
Company  also  incurred  $7.7  million  of  costs  to  exit  unfavorable  lease
agreements.

     Impairment  charges  recognized  in  fiscal  2000  include  $3.3  million
attributable  to  assets  subsequently  disposed  of  during  the  year.  These
impairment  charges  were  derived using estimates of net realizable values. The
remaining  $1.5  million  impairment  charge was attributable to assets held for
use,  and  was  based  on estimated fair value using estimated cash flows of the
applicable  parking  facility discounted at the Company's average cost of funds.

     In  fiscal  1999,  the  Company  recognized  an  impairment  charge  of
approximately  $1.2 million related to a parking facility the Company was in the
process  of  selling.  The  transaction  closed  in  early  fiscal  2000.


(8)  INVESTMENTS  IN  AND  ADVANCES  TO  PARTNERSHIPS  AND  JOINT  VENTURES

     The  following  tables  reflect  the  financial  position  and  results  of
operations  for the partnerships and joint ventures as of September 30, 2001 and
2000,  and  for  each  of the years in the three-year period ended September 30,
2001  (in  thousands).  Aggregate  fair value of investments is not disclosed as
quoted  market  prices  are  not  available.

<TABLE>
<CAPTION>

                                      INVESTMENT            ADVANCES
                                 (ACCUMULATED LOSSES)    TO PARTNERSHIPS
                                  IN PARTNERSHIPS AND      AND JOINT
                                    JOINT VENTURES          VENTURES
<S>                                <C>       <C>         <C>     <C>
                                      2001      2000       2001    2000
                                   --------  --------    ------  ------
Civic Parking, LLC                 $15,194   $14,997     $   --  $   --
Commerce Street Joint Venture       (1,041)     (944)       607     668
Larimer Square Parking Associates      986     1,030      1,576   1,781
Lodo Parking Garage, LLC             1,102     1,164         --      --
CPS Mexico, Inc.                     3,869     2,608      2,701   4,402
Other                                3,610     2,999      2,100   1,601
                                   --------  --------    ------  ------
                                   $23,720   $21,854     $6,984  $8,452
                                   ========  ========    ======  ======
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                  EQUITY IN PARTNERSHIP AND     JOINT VENTURE
                                    JOINT VENTURE EARNINGS          DEBT
<S>                                <C>     <C>      <C>       <C>      <C>
                                    2001     2000    1999       2001     2000
                                   ------  -------  ------    -------  -------
Civic Parking, LLC                 $1,893  $ 2,068  $1,844    $57,623  $58,370
Commerce Street Joint Venture         455      658     584      6,440    6,759
Larimer Square Parking Associates     248      239     164      2,648    3,027
12 West 48th Street, LLC               --       --     510         --       --
Lodo Parking Garage, LLC              201      269     203         --       --
CPS Mexico, Inc.                    1,261      991     638         --       --
Capital Commons                       170    5,417     425         --       --
Other                                 847      618     865         --       --
                                   ------  -------  ------    -------  -------
                                   $5,075  $10,260  $5,233    $66,711  $68,156
                                   ======  =======  ======    =======  =======
</TABLE>


(a)  Civic  Parking,  LLC
     The  Company  has  a  50%  joint  venture  ownership  in  Civic Parking LLC
("Civic")  which  owns  four  parking  garages  and  retail  space in St. Louis,
Missouri. The Company's results of operations include 50% of the net earnings of
Civic  for  the  periods  presented.

Unaudited  summary  information  for Civic Parking is as follows (in thousands):
<TABLE>
<CAPTION>

                                          SEPTEMBER 30,
<S>                                  <C>        <C>
                                         2001       2000
                                     ---------  ---------
Financial position:
  Land, property and equipment, net  $ 86,626   $ 87,709
  Cash                                  1,233      1,132
  Other assets                          1,436        653
  Liabilities                         (58,907)   (59,499)
                                     ---------  ---------
    Net assets                       $ 30,388   $ 29,995
                                     =========  =========
</TABLE>


<TABLE>
<CAPTION>
                               YEAR ENDED SEPTEMBER 30,
<S>                               <C>      <C>
                                     2001     2000
                                  -------  -------
Results of operations:
  Revenue                         $10,732  $10,889
  Cost of operations                6,947    6,603
                                  -------  -------
  Net earnings                    $ 3,785  $ 4,286
                                  =======  =======

Distributions to Central Parking  $ 1,613  $ 1,900
                                  =======  =======
</TABLE>


(b)  Commerce  Street  Joint  Venture
     The  Company  has  a  50%  interest  in a joint venture that owns a parking
complex  in  Nashville,  Tennessee. The complex consists of the original parking
garage and retail space (the "Original Facility") and an addition to the parking
garage  (the  "Addition")  constructed several years after the completion of the
Original  Facility.

     The  joint  venture  financed  the  Original  Facility  with  industrial
development  bonds in the original principal amount of $8.6 million (the "Series
A  Bonds")  issued  by  The  Industrial  Development  Board  of the Metropolitan
Government  of  Nashville  and  Davidson County (the "Metro IDB"). The Metro IDB
holds title to the Original Facility, which it leases to the joint venture under
a  lease  expiring  in  2016.  The  lease of the Original Facility obligates the
venture  to  make lease payments corresponding to principal and interest payable
on  Series  A  Bonds  and  provides  the  venture with an option to purchase the
Original  Facility at any time by paying the amount due under the Series A Bonds
and  making  a  nominal  purchase  payment  to  the  Metro  IDB.

     Also  included  in  investments  in  and advances to partnerships and joint
ventures are the Series B Bonds purchased in April 1994 relating to the Commerce
Street  Joint  Venture  in  the  amounts  of  $607 thousand and $668 thousand at
September  30,  2001  and 2000, respectively. The Bonds require monthly interest
and  principal payments at the index rate (prime) plus 250 basis points (8.5% at
September  30,  2001)  through  2009.  The minimum interest rate is 7.5% and the
maximum interest rate is 12%. The Bonds are secured by a mortgage on the project
which  is  subordinate to the industrial development bonds. The remainder of the
Series  B  Bonds  are  owned  by  the  other  joint  venture  partner.

(c)  Larimer  Square  Parking  Associates
     The  Company  owns  a  50%  interest in a joint venture that owns a parking
complex  in Denver, Colorado. The complex, which was completed in February 1996,
was constructed and financed by the joint venture partners. The Company invested
$991  thousand in the joint venture and loaned the joint venture $1.1 million in
the  form  of a construction note, bearing interest at 9.5%, which was converted
to  a  term  note  in  August  1996,  following  completion  of  the project. An
additional  $1.4  million was loaned by the Company which will be repaid through
sales  tax and property tax revenues by the Denver Urban Renewal Authority at an
interest  rate of 10%. The Company manages the parking facility for the venture.

(d)  12  West  48th  Street,  LLC
     In  connection  with  the  Kinney  acquisition,  the Company acquired a 40%
interest in a limited liability company which owns and operates a garage and two
adjacent  buildings  in  New  York  City. During 1999, the Company purchased the
remaining  60%  interest  in  the limited liability company for $20.5 million in
cash. The previous partner will continue to manage the garage through June 2006.

(e)  Lodo  Parking  Garage,  LLC
     In March 1995, the Company acquired a 50% interest in a joint venture which
owns a parking complex in Denver, Colorado. The Company invested $1.4 million in
the  joint  venture  and  manages  the  parking  facility for the joint venture.

(f)  CPS  Mexico,  Inc.
     The  Company  holds a 50% interest in a Mexican joint venture which manages
and  leases  various parking structures in Mexico. The Company also has advanced
$2.7  million  and $4.4 million at September 30, 2001 and 2000, respectively, to
the  affiliate.  These  loans  bear  interest  between  10%  and 12% and require
principal  payments  over  various  terms  through  2008.

(g)  Capital  Commons
     The Company held a 50% limited partnership interest in this partnership. In
fiscal  2000,  the  Company  recorded to equity in partnership and joint venture
earnings a $5 million gain due to the sale of a property by Capital Commons. The
partnership  was terminated subsequent to this transaction. In fiscal 2001, $170
thousand,  which was previously escrowed to cover certain legal fees incurred as
part  of  the  property  sale,  was  returned  to  the Company, resulting in the
recognition  of  an  additional  gain  for  that  amount.


(9)  LONG-TERM  DEBT  AND  CAPITAL  LEASE  OBLIGATIONS

     Long-term debt and capital lease obligations consisted of the following (in
thousands):
<TABLE>
<CAPTION>

                                                         SEPTEMBER 30,
<S>                                                 <C>        <C>
                                                        2001       2000
                                                    ---------  ---------
Credit Facility
 Term note payable                                  $125,000   $175,000
 Revolving credit facility                           113,000     90,400
Other notes payable                                   31,109     33,472
Capital lease obligations                              7,363     10,423
                                                    ---------  ---------
 Total                                               276,472    309,295
 Less: current maturities of long-term obligations   (53,337)   (55,760)
                                                    ---------  ---------
Total long-term obligations                         $223,135   $253,535
                                                    =========  =========
</TABLE>


     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 September 30,
2001 was $238.0 million with a weighted average interest rate of 4.1%, including
the principal amount of the term loan of $125.0 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 $59.6
million at September 30, 2001, which is net of $27.4 million of stand-by letters
of  credit.

     The  Credit  Facility  contains  covenants including those that require the
Company  to maintain certain financial ratios, restrict further indebtedness and
limit  the  amount  of  dividends paid. On December 28, 1999 the Company entered
into  an  amendment  and waiver to the Credit Facility agreement relating to the
waiver of non-compliance with certain loan covenants at September 30, 1999. This
amendment  and  waiver  contained,  among  other  things, amendment fees of $700
thousand,  which  are  being amortized over the life of the Credit Facility. The
grid-based  interest rate margin was not affected by the amendment and continues
to  be  based upon the Company achieving certain revised financial ratios. As of
September  30,  2001,  the  Company  was in compliance with all covenants or had
obtained  applicable  waivers.

     On February 14, 2000, the Company entered into an amendment and restatement
to the Credit Facility agreement primarily to allow the Company to repurchase up
to  $50  million  in  outstanding shares of its common stock. This amendment and
restatement required the Company to pay an amendment fee of $681 thousand, which
is being amortized over the life of the Credit Facility. Interest rates were not
affected  by  this  amendment.

     The  Company  is  required  to  continue  maintaining  the  aforementioned
financial  covenants  under  the  Credit  Facility  as of the end of each fiscal
quarter. Due to a decline in revenues resulting primarily from the recession and
the  September 11 tragedy, the Company may not be in compliance with one or more
of these covenants as of the end of the first or second quarters of fiscal 2002.
As  a  result, the Company has begun discussions with its lender group regarding
potential amendments to its Credit Facility. These amendments would, among other
things,  waive  or  amend  the financial covenants and would likely increase the
Company's  cost  of  funds under its Credit Facility by approximately 100 to 175
basis  points.  In  addition,  the  Company  is  evaluating  several  financing
alternatives,  including  sale/leaseback  opportunities,  mortgage financing and
repurchase  of  a  portion  of  its  convertible  preferred  stock.

     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  the  Company's  cash  flow  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 pays to the counterparty a
fixed  rate  of  6.16%, and the counterparty pays 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
nominal  value.  On  March  31,  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 that of the Credit Facility.  The
Company  paid a total of $646 thousand for the three $25 million cap agreements.
The cost of the instruments is being amortized over the terms of the agreements.

     On March 15, 2000, a limited liability company ("LLC") of which the Company
is  the  sole  shareholder  purchased  the  Black  Angus  Garage,  a multi-level
structure  with 300 parking stalls, located in New York City, for $19.6 million.
$13.3  million  of  the  purchase  was financed through a five-year note bearing
interest  at  one  month  floating  LIBOR  plus  162.5 basis points. The note is
collateralized  by  the  parking  facility.  The $12.7 million principal balance
remaining  at  the  end of the five-year loan term will be due in full. To hedge
the  Company's  cash  flow  exposure  to interest rate fluctuations, the Company
entered  into  a  five-year  LIBOR  swap, yielding an effective interest cost of
8.91%  and  an effective monthly principal and interest payment of approximately
$108 thousand for the five-year period. The Company guaranteed $1 million of the
debt, which otherwise would have no recourse except to the LLC. The remainder of
the  purchase  price  was  financed  from  borrowings  from the Credit Facility.

     On  May  12,  2000, 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 at an interest rate of 7.32%
and  is  backed  by a letter of credit in the amount of $15 million. Interest is
payable  monthly.  The seller has the option to call the note after May 1, 2003.
If  the  seller  does not exercise such option by November 30, 2003, the Company
has  the  option, from May 1 2004 to November 30, 2004, to repay the outstanding
principal  balance.

     The  Company  also  has  several  notes  payable  outstanding totaling $3.7
million  at  September  30,  2001.  These  notes  are secured by real estate and
equipment  and  bear  interest  at  rates  ranging  from  6.5%  to  10.0%.

     In  October  1996, Allright entered into a credit agreement for the purpose
of  financing  the purchase of Allright Corporation ("CFSB Loan"). Additionally,
in  October  1996,  Allright  defeased all of its Industrial Development Revenue
Bonds  (IRBs)  in the amount of $17.9 million and recorded an extraordinary loss
of  $1.0 million, net of tax. At September 30, 2001, approximately $10.0 million
of  the IRB's remain outstanding in a trust secured by U.S. Treasury Bills which
were  used  to  defease  these  instruments.  The  CFSB  Loan  was  repaid  upon
consummation  of  the  merger  of  Allright and the Company from proceeds of the
Credit  Facility.  The Company recognized an extraordinary loss of $1.0 million,
net  of  tax  in  fiscal  1999 in connection with the repayment of such amounts.

Future  maturities  under  long-term  debt  arrangements  are  as  follows  (in
thousands):
<TABLE>
<CAPTION>


<S>         <C>
             YEAR ENDING
            SEPTEMBER 30,
            --------------
2002        $       50,439
2003                64,933
2004               138,510
2005                13,281
2006                   445
Thereafter           1,501
            --------------
            $      269,109
            ==============
</TABLE>


     In connection with the Kinney acquisition, the Company assumed an agreement
whereby  a  parking  structure and the corresponding land upon which it sits are
leased  under a long-term arrangement. The parking structure is accounted for as
a capital lease, and the underlying land is accounted for as an operating lease.
The  original  agreement  called for lease payments over a twenty-year term at a
17.4%  interest rate. In connection with purchase accounting, the carrying value
of the related obligation was recorded at fair value. The carrying amount of the
capital  lease  obligation  at  September  30,  2001  was  $4.6 million, bearing
interest  at  a  rate  of  8.0%  per  annum  and  requiring  monthly payments of
approximately  $177,000. The operating lease requires a payment of approximately
$183,000  per  month.  The  lease  agreements  run  through  December  2003.

The  future  minimum  lease  payments under all capital lease obligations are as
follows  (in  thousands):
<TABLE>
<CAPTION>


<S>                                                        <C>
                                                             YEAR ENDING
                                                            SEPTEMBER 30,
                                                           ---------------
2002                                                       $        3,503
2003                                                                2,889
2004                                                                1,143
2005                                                                  403
2006                                                                  258
Thereafter                                                            571
                                                           ---------------
                                                           $        8,767
Less interest portion at rates ranging from 6.2% to 10.0%          (1,404)
Less current portion                                               (2,898)
                                                           ---------------
                                                           $        4,465
                                                           ===============
</TABLE>


<PAGE>
(10)  CONVERTIBLE  TRUST  ISSUED  PREFERRED  SECURITIES  OFFERINGS

     On  March  18,  1998,  the  Company  created  Central Parking Finance Trust
("Trust")  which completed a private placement of 4,400,000 shares at $25.00 per
share  of  5.25%  convertible  trust  issued  preferred  securities  ("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  $106.5  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  Company's consolidated balance sheets reflect the Preferred Securities
of  the Trust as company-obligated mandatorily redeemable convertible securities
of  subsidiary  holding  solely  parent  debentures.


(11)  SHAREHOLDERS'  EQUITY

          In  connection  with Allright's acquisition of Allright Corporation in
October  1996,  warrants  to  purchase  1,177 shares of Allright common stock at
$0.01  exercise price were issued. The fair value of the warrants on the date of
grant,  estimated  at  $1,177,000,  was  recorded  as  additional  purchase
consideration  in the formation of Allright. As a result of the Company's merger
with  Allright,  such  warrants  represent  rights  to acquire 103,148 shares of
Central  Parking  common  stock.  Such  warrants  were exercised in fiscal 2000.

     The  following  tables  set  forth  the  computation  of  basic and diluted
earnings  per  share:

<TABLE>
<CAPTION>


                                                 YEAR ENDED                   YEAR ENDED
                                            SEPTEMBER 30, 2001            SEPTEMBER 30, 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 before
  extraordinary item and cumulative
  effect of accounting change           $ 26,111   35,803   $ 0.73    $ 36,634   36,365  $ 1.01
Effects of dilutive stock and options:
 Stock option plan and warrants              --       104       --         --       186   (0.01)
 Restricted stock plan                       --       108       --         --       184   (0.01)
                                        --------   ------   ------    --------   ------  ------
Diluted earnings per share before
  extraordinary item and cumulative
  effect of accounting change           $ 26,111   36,015   $ 0.73    $ 36,634   36,735  $ 0.99
                                        ========   ======   ======    ========   ======  ======

                                                 YEAR ENDED
                                            SEPTEMBER 30, 1999
<S>                                     <C>        <C>      <C>      <C>        <C>      <C>
                                          INCOME   COMMON    PER
                                        AVAILABLE  SHARES   SHARE
                                         ($000'S)  (000'S)  AMOUNT
                                        ---------  -------  ------
Basic earnings per share before
  extraordinary item and cumulative
  effect of accounting change           $  4,684   36,349   $ 0.13
Effects of dilutive stock and options:
 Stock option plan and warrants              --       466       --
 Restricted stock plan                       --       173       --
                                        --------   ------   ------
Diluted earnings per share before
  extraordinary item and cumulative
  effect of accounting change           $  4,684   36,988   $ 0.13
                                        ========   ======   ======
</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 holders of restricted stock will forfeit such 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  were  anti-dilutive  for  all  periods. At
September  30,  2001,  such securities were convertible into 2,000,000 shares of
common stock. Options to acquire 1,847,727, 992,352 and 481,573 shares of common
stock  were  excluded  from  the  2001, 2000 and 1999 diluted earnings per share
calculations  because  they  were  antidilutive.


<PAGE>
(12)  OPERATING  LEASE  COMMITMENTS

     The  Company  and  its  subsidiaries conduct a significant portion of their
operations  on  leased premises under operating leases expiring at various dates
through  2101.  Lease  agreements  provide  for  minimum  payments or contingent
payments  based upon a percentage of revenue or, in some cases, a combination of
both  types  of arrangements. Certain locations additionally require the Company
and  its  subsidiaries  to  pay  real estate taxes and other occupancy expenses.

Future  minimum  rental  commitments under operating leases and subleases are as
follows  (in  thousands):
<TABLE>
<CAPTION>


<S>                                       <C>         <C>          <C>
YEAR ENDING                                  FIXED     SUB-RENTAL     NET
SEPTEMBER 30,                                RENT        INCOME       RENT
----------------------------------------  ----------  -----------  ----------
2002                                      $  212,613  $     4,934  $  207,679
2003                                         170,086        4,269     165,817
2004                                         137,140        3,255     133,885
2005                                         119,070        2,886     116,184
2006                                          96,218        2,507      93,711
Thereafter                                   425,950        6,891     419,059
                                          ----------  -----------  ----------
Total future operating lease commitments  $1,161,077  $    24,742  $1,136,335
                                          ==========  ===========  ==========
</TABLE>


Rental  expense  for  all  operating leases, along with offsetting rental income
from  subleases  were  as  follows  (in  thousands):
<TABLE>
<CAPTION>

                            YEAR ENDED SEPTEMBER 30,
                            ------------------------
<S>                      <C>       <C>       <C>
                             2001      2000      1999
                         --------  --------  --------
Rentals:
  Minimum                $239,894  $249,859  $256,751
  Contingent               69,276    74,547    74,771
                         --------  --------  --------
Total rent expense        309,170   324,406   331,522
  Less sub-lease income    15,011    13,289    12,648
                         --------  --------  --------
Total rent expense, net  $294,159  $311,117  $318,874
                         ========  ========  ========
</TABLE>


(13)  INCOME  TAXES

Income  tax  expense  (benefit)  consists  of  the  following  (in  thousands):
<TABLE>
<CAPTION>

                                                        YEAR ENDED SEPTEMBER 30,
                                                        ------------------------
<S>                                                  <C>       <C>       <C>
                                                        2001      2000      1999
                                                     --------  --------  --------
Current:
  Federal                                            $20,827   $23,801   $12,643
  Jobs credit, net of federal tax benefit               (283)     (325)     (325)
                                                     --------  --------  --------
     Net federal current tax expense                  20,544    23,476    12,318
  State                                                4,184       936     1,493
  Non-U.S                                              1,734     1,431     1,612
                                                     --------  --------  --------
                                                      26,462    25,843    15,423
                                                     --------  --------  --------
Deferred:
  Federal                                             (3,871)   (2,409)   (1,929)
  State                                               (3,479)     (157)   (1,114)
                                                     --------  --------  --------
                                                      (7,350)   (2,566)   (3,043)
                                                     --------  --------  --------
Total income tax expense from continuing operations  $19,112   $23,277   $12,380
                                                     ========  ========  ========
</TABLE>


Total  income  taxes  are  allocated  as  follows  (in  thousands):
<TABLE>
<CAPTION>

                                                                      YEAR ENDED SEPTEMBER 30,
                                                                      ------------------------
<S>                                                                <C>       <C>       <C>
                                                                      2001      2000      1999
                                                                   --------  --------  --------
Income tax expense from continuing operations                      $19,112   $23,277   $12,380
Acquisition related expenses for tax purposes in excess of
  amounts recognized for financial reporting purposes                   --        --      (707)
Shareholders' equity for unrealized loss on fair value of
  Derivatives for financial reporting purposes                      (1,341)       --        --
Shareholders' equity for compensation expense for tax purposes in
  excess of amounts recognized for financial reporting purposes       (230)     (850)     (635)
Extraordinary item                                                      --      (130)     (587)
Cumulative effect of accounting change                                (171)       --        --
                                                                   --------  --------  --------
Total income taxes                                                 $17,370   $22,297   $10,451
                                                                   ========  ========  ========
</TABLE>


     Provision  has  not  been  made  for  U.S.  or  additional foreign taxes on
approximately  $23.1  million,  $19.7 million and $14.8 million at September 30,
2001,  2000  and  1999,  respectively,  of  undistributed  earnings  of  foreign
subsidiaries,  as  those  earnings  are  intended  to be permanently reinvested.

     A  reconciliation  between  actual  income  taxes  and  amounts computed by
applying  the  federal  statutory  rate  to  earnings  before  income  taxes,
extraordinary items, and cumulative effect of accounting change is summarized as
follows  (in  thousands):
<TABLE>
<CAPTION>

                                                                            YEAR ENDED SEPTEMBER 30,
                                                                            ------------------------
<S>                                                           <C>       <C>    <C>       <C>    <C>       <C>
                                                                    2001              2000              1999
                                                                    -----             -----             ----
U.S. Federal statutory rate on earnings before income taxes,
  minority interest, extraordinary loss and cumulative
  effect of accounting change                                 $17,054   35.0%  $22,136   35.0%  $ 6,887   35.0%
State and city income taxes, net of federal tax benefit           458    0.9     1,332    2.1       323    1.6
Jobs credits, net of federal tax benefit                         (283)  (0.6)     (325)  (0.5)     (325)  (1.7)
Non-deductible goodwill amortization                            3,507    7.2     3,507    5.5     3,438   17.5
Non-deductible merger costs                                        --     --        88    0.1     3,820   19.4
Reduction of valuation allowance                                   --     --    (1,527)  (2.4)     (359)  (1.8)
Tax effect of minority interest                                (1,226)  (2.5)   (1,167)  (1.8)     (914)  (4.6)
Other                                                            (398)  (0.8)     (767)  (1.2)     (490)  (2.5)
                                                              --------  -----  --------  -----  --------  -----
Income tax expense from continuing operations                 $19,112   39.2%  $23,277   36.8%  $12,380   62.9%
                                                              ========  =====  ========  =====  ========  =====
</TABLE>


<PAGE>
Sources  of  deferred tax assets and deferred tax liabilities are as follows (in
thousands):
<TABLE>
<CAPTION>

                                                                             SEPTEMBER 30,
<S>                                                                     <C>        <C>
                                                                            2001       2000
                                                                        ---------  ---------
Deferred tax assets
  Net operating loss carry forwards                                     $ 20,543   $ 18,637
  Deferred and capitalized expenses                                        8,331      8,061
  Deferred compensation expense                                            5,313      5,278
  Impairment of assets                                                     1,863        327
  Accrued expenses and reserves                                            1,862        596
  Temporary differences related to Edison and its management contracts     5,460      4,760
  Unrecognized loss on fair value of derivative instruments                1,341         --
  Capitalized leases                                                       1,174      1,809
  Deductible goodwill                                                      1,147          7
  Other                                                                    1,172      1,136
                                                                        ---------  ---------
        Total gross deferred tax assets                                   48,206     40,611
                                                                        ---------  ---------
Deferred tax liabilities:
  Property, equipment and leasehold improvements due to differences in
   depreciation and purchase business combinations                       (43,466)   (45,562)
  Deferred tax gain on sales of properties                                (3,943)    (2,908)
  Other                                                                   (1,016)    (1,051)
                                                                        ---------  ---------
        Total gross deferred tax liabilities                             (48,425)   (49,521)
Valuation allowance on net operating loss carry forwards                 (15,279)   (15,279)
                                                                        ---------  ---------
Net deferred tax liabilities                                            $(15,498)  $(24,189)
                                                                        =========  =========
</TABLE>


     As  of September 30, 2001, the Company has federal net operating loss carry
forwards of approximately $41.3 million, state and city net operating loss carry
forwards  of  approximately  $95.7 million, and foreign net operating loss carry
forwards  of  approximately $0.4 million which expire between 2002 and 2016. The
ability  of  the  Company to fully utilize these net operating losses is limited
due to changes in ownership of the companies which generated these losses. These
limitations have been considered in determining the deferred tax asset valuation
allowance  shown  above. Based on prior taxable income, management believes that
it  is  more  likely  than not that the Company will generate sufficient taxable
income  to  realize  deferred  tax  assets  after  giving  consideration  to the
valuation allowance. The valuation allowance has been provided for net operating
loss  carry  forwards  for  which  recoverability  is  deemed  to  be uncertain.


(14)  EMPLOYEE  BENEFIT  PROGRAMS

(a)  Stock  Plans
     In  August  1995,  the Board of Directors and shareholders approved a stock
plan  for  key  personnel,  which  included a stock option plan and a restricted
stock  plan.  Under  this plan, incentive stock options, as well as nonqualified
options  and other stock-based awards, may be granted to officers, employees and
directors.  A  total  of 3,817,500 common shares have been reserved for issuance
under  these  two  plans  combined.  Options  representing  2,118,331 shares are
outstanding  under  the  stock  option  plan  at September 30, 2001. Options are
granted  with  an  exercise  price equal to the fair market value at the date of
grant, generally vest over a three- to four-year period and generally expire ten
years  after  the  date of grant. At September 30, 2001, 284,590 shares had been
issued  through  the  restricted  stock  plan. Expense related to the vesting of
restricted  stock  is  recognized  by  the  Company  over  the  vesting  period.

     In  August  1995,  the  Board of Directors and shareholders also approved a
stock plan for directors. This plan provides for the grant, upon each director's
initial  election,  of  options  to  purchase 11,250 shares at an exercise price
equal  to  the  fair  market  value  at  the  date of grant to each non-employee
director.  In  addition, each non-employee director who has served for a minimum
of  six  months  on  the  last  day  of each fiscal year will receive additional
options  to  purchase  5,000 shares on that date. A total of 475,000 shares have
been  reserved  for issuance under the plan.  Options to purchase 182,000 shares
are  outstanding  under  this  plan  at  September  30,  2001.

<PAGE>
     The  following  table summarizes the transactions pursuant to the Company's
stock  option  plans  for  the  last  three  fiscal  years:
<TABLE>
<CAPTION>

<S>                                <C>        <C>
                                    NUMBER     WEIGHTED AVERAGE
                                   OF SHARES    EXERCISE PRICE
                                   ---------  -----------------
Outstanding at September 30, 1998  1,275,044  $           21.81
   Granted                           330,370  $           45.12
   Exercised                         174,836  $           16.84
   Canceled                           73,532  $           37.87
                                   ---------
Outstanding at September 30, 1999  1,357,046  $           27.03
   Granted                           843,708  $           21.26
   Exercised                         248,924  $           12.51
   Canceled                          225,926  $           33.08
                                   ---------
Outstanding at September 30, 2000  1,725,904  $           25.52
   Granted                         1,273,529  $           19.67
   Exercised                          79,897  $           12.00
   Canceled                          619,205  $           30.02
                                   ---------
Outstanding at September 30, 2001  2,300,331  $           21.47
                                   =========
</TABLE>


     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 approximately $100 thousand as
compensation  expense  for  the  year  ended  September 30, 2001, related to the
option  repurchases.

     At  September 30, 2001, 2000 and 1999, options to purchase 717,160, 739,499
and  853,601  shares of common stock, respectively, were exercisable at weighted
average  exercise  prices  of  $23.49,  $25.32  and  $20.32,  respectively.

At September 30, 2001, information for outstanding options and options currently
exercisable  is  as  follows:
<TABLE>
<CAPTION>

                                                                   OPTION PRICE RANGE PER SHARE
<S>                                      <C>         <C>            <C>            <C>            <C>
                                         $     8.00  $12.33-$18.26  $19.40-$27.75  $29.25-$42.81  $44.81-$51.06
                                         ----------  -------------  -------------  -------------  -------------
Options outstanding
     Number of options                       92,375        441,615      1,377,944        279,147        109,250
     Weighted-average exercise price     $     8.00  $       14.64  $       20.38  $       31.14  $       49.61
     Weighted-average contractual lives   4.0 years      8.2 years      8.7 years      7.1 years      7.0 years
Options exercisable
     Number of options                       92,375        159,032        224,297        169,456         72,000
     Weighted-average exercise price     $     8.00  $       13.88  $       21.96  $       32.05  $       49.21
</TABLE>


     The  Company  accounts  for  these  plans under Accounting Principles Board
Opinion  No.  25,  Accounting  for  Stock  Issued to Employees, and accordingly,
because such options are fixed awards, no compensation cost has been recognized.
If  compensation  cost  for these plans had been determined consistent with SFAS
No.  123,  "Accounting for Stock-Based-Compensation", the Company's net earnings
and  earnings  per  share  would  have  been  reduced to the following pro forma
amounts:

<PAGE>
<TABLE>
<CAPTION>

                               YEAR ENDED SEPTEMBER 30,
<S>                           <C>      <C>      <C>
                                 2001     2000    1999
                              -------  -------  ------
As reported:
 Net earnings (in thousands)  $25,853  $36,439  $3,682
 Basic earnings per share        0.72     1.00    0.10
 Diluted earnings per share      0.72     0.99    0.10

Pro Forma - SFAS 123
 Net earnings (in thousands)  $22,179  $33,800  $1,807
 Basic earnings per share        0.62     0.93    0.05
 Diluted earnings per share      0.62     0.92    0.05
</TABLE>


     The  estimated  weighted  average  fair  value  of the options granted were
$10.51  for  2001  option  grants, $12.03 for 2000 option grants, and $16.02 for
1999  option  grants,  using  the  Black-Scholes  option  pricing model with the
following  assumptions:  weighted  average  dividend  yield  based  on  historic
dividend  rates  at  the  date  of grant, weighted average volatility of 67% for
fiscal  2001, 70% for fiscal 2000 and 66% for fiscal 1999, weighted average risk
free interest based on the treasury bill rate of 10-year instruments at the date
of  grant,  and  a  weighted  average expected life of ten years for all grants.

     The  Company  also has an Employee Stock Purchase Plan which began on April
1,  1996,  under  which  450,000  shares  of common stock have been reserved for
issuance.  The  plan allows participants to contribute up to 10% of their normal
pay  (as  defined  in  the  Plan)  to  a  custodial  account for purchase of the
Company's  common  stock.  Participants  may  enroll  or  make  changes to their
enrollment  annually,  and they may withdraw from the plan at any time by giving
the  Company written notice. Employees purchase stock annually following the end
of  the plan year at a price per share equal to the lesser of 85% of the closing
market  price  of  the  common stock on the first or the last trading day of the
plan  year.  At  September  30,  2001, 319,766 shares had been issued under this
plan.

(b)  Profit-Sharing  and  401(k)  Plan
     The  Company  has  the  Profit-Sharing  and 401(k) Savings Plan that allows
eligible participants to make pretax contributions, receive Company 401(k) match
contributions  and  participate  in  Company  profit-sharing  contributions.
Employees  18  years  or  older  may  participate  in the Plan after one year of
continuous  service,  if  the  employee  was  employed prior to reaching age 65.
Participants'  contributions,  Company 401(k) contributions and earnings thereon
immediately  vest.  Company profit-sharing contributions vest after two years of
continuous  service  at  a  rate  of 20% per year so that participants are fully
vested at the end of seven years.  Company expense associated with this plan was
$2.2  million,  $2.5  million,  and  $2.3  million in years 2001, 2000 and 1999,
respectively.

(c)  Incentive  Compensation  Agreements
     The  Company  has  incentive  compensation  agreements  with  certain  key
employees.  Participating  employees  receive  an  annual  bonus  based  on
profitability  of  the  operations  and  other  factors  for  which  they  are
responsible.  Incentive  compensation  expense  is accrued during the year based
upon  management's  estimate  of  amounts  earned  under the related agreements.
Incentive compensation under all such agreements was approximately $6.5 million,
$6.4  million  and  $5.0  million,  in  years 2001, 2000 and 1999, respectively.

(d)  Deferred  Compensation  Agreements
     The Company has an employment agreement with its President of International
Operations  in  which the officer is entitled to receive upon retirement 267,750
shares  of common stock which were issued in 1995 under the Company's restricted
stock plan.  The Company recorded $705 thousand of deferred compensation expense
in  its  shareholders'  equity in fiscal 1995, which was being amortized ratably
over the remaining expected term of the officer's employment. During fiscal 2001
the  agreement  was amended to allow the officer to receive all of the shares if
he  were  to  leave  the  Company  prior  to  his  normal  retirement  date.
Correspondingly,  the  Company  transferred  267,750 shares of restricted common
stock into a Rabbi Trust (the "Trust") owned by the Company.  The officer has no
authority  over  the  administration  of  the  Trust.  Transfer  of these shares
resulted  in  an  increase  in  liabilities  and  a  decrease  in equity of $705
thousand,  including  recognition of the remaining deferred compensation expense
of  $335  thousand,  which  represented  the unamortized portion of the deferred
compensation  at  the  amendment  date.

     The  Company  has  a  deferred  compensation  agreement  that  entitles the
Chairman  to  receive annual payments of $500 thousand for a period of ten years
following  his  termination,  for any reason other than death, in exchange for a
covenant  not to compete. Thereafter, the officer is entitled to annual payments
of $300 thousand until his death and, in the event his wife survives him, she is
entitled  to  annual  payments  of  $300  thousand  until her death. The Company
recognizes  annual compensation expense pursuant to this agreement equivalent to
the  increase  in  the  actuarially  determined  future  obligation  under  the
agreement.     Compensation  expense  associated  with  their  agreements  was
approximately  $591  thousand,  $255  thousand and $370 thousand in fiscal years
2001,  2000  and  1999,  respectively.

     Agreements  with  certain  former  key  executives  of Allright provide for
aggregate  annual  payments  ranging from $20 thousand to $144 thousand per year
for  periods ranging from 10 years to life, beginning when the executive retires
or  upon  death  or disability. Under certain conditions, the amount of deferred
benefits  can  be  reduced.  Life  insurance  contracts  with  a  face  value of
approximately  $9.2  million  have  been  purchased  to  fund, as necessary, the
benefits  under these agreements. The cash surrender value of the life insurance
contracts  is  approximately $1.9 million and $1.8 million at September 30, 2001
and  September  30,  2000,  respectively,  and  is included in other non-current
assets.  The  plan  is  a  nonqualified plan and is not subject to ERISA funding
requirements.  Deferred  compensation  costs  for  2001, 2000 and 1999 were $121
thousand,  $159 thousand and $557 thousand, respectively. At September 30, 2001,
the  Company  had recorded a liability of $6.2 million for accrued pension costs
associated  with  this  plan.  The  weighted  average  discount rate and rate of
increase in future compensation levels used in determining the actuarial present
value  of  the  projected  benefit  obligations  was  8%.

(e)  Deferred  Unit  Plan
     On  December  19, 1996, the Board of Directors approved the adoption of the
Company's  Deferred  Stock Unit Plan. Under the plan, certain key employees have
the  opportunity  to  defer  the  receipt  of  certain  portions  of  their cash
compensation, instead receiving shares of common stock following certain periods
of  deferral. The plan is administered by a committee, appointed by the board of
directors  of  the  Company  consisting  of  at least two non-employee "outside"
directors  of  the Company.  The Company reserved 375,000 shares of common stock
for  issuance under the 1996 Deferred Stock Unit Plan. Participants may defer up
to  50%  of  their salary. As of September 30, 2001 $1.4 million of compensation
has  been  deferred  under  this  plan.

(f)  Employment  Agreements
     In  connection  with  the Allright merger, Allright and the Company entered
into  various employment agreements with employees of Allright. These agreements
included  (a) retention payments to be made at the closing date of the merger if
the  individuals  were  still  employees  at  such date, (b) two-year employment
agreements,  50% of each employee's benefit thereunder to be paid at the closing
date  of  the  merger  and  the  other 50% to be paid two years after such date,
assuming  the  individuals  were  still  employed  with  the  Company,  and  (c)
continuity  benefits  which were to be paid six months after the closing date of
the  merger,  assuming  the  individuals were still employed at such date. As of
September  30,  2001,  payments made under these agreements total $10.3 million.
There  were  no  amounts  accrued  and  unpaid  related  to  these agreements at
September  30,  2001. Expenses associated with the two-year agreements have been
recognized  in  fiscal 2001, 2000 and 1999 in the amounts of $358 thousand, $612
thousand  and  $317  thousand,  respectively.


(15)  RELATED  PARTIES

     The Company leases two properties from an entity 50% owned by the Company's
chairman  for $290 thousand per year for a 10-year term and pays percentage rent
to the entity. Total rent expense, including percentage rent, was $355 thousand,
$434  thousand  and  $531  thousand  in  2001,  2000 and 1999, respectively. The
Company  will receive 25% of the gain in the event of a sale of these properties
during  the  term  of  the  lease  pursuant  to the lease agreements. Management
believes  that  such  transactions  have  been on terms no less favorable to the
Company  than  those  that  could  have been obtained from unaffiliated persons.

     In  connection  with  the acquisition of Kinney, the Company entered into a
consulting  agreement  with  a  director  of  the Company. The Company paid $200
thousand  to  the  director  pursuant  to  this  agreement  during  fiscal 2001.
Additionally,  the Company has entered into a limited partnership agreement with
the  same  director  whereby  the  director  has  agreed  to  seek  new business
opportunities  in  the  form  of leases and management contracts and renewals of
existing  leases  and  contracts  as requested by the Company. During the fiscal
years ended September 30, 2001, 2000 and 1999, the Company recognized expense of
$391 thousand, $220 thousand and $418 thousand, respectively, in connection with
this  agreement.

     During  fiscal  2000, a former director of the Company exercised a purchase
option on a property owned by the Company.  The purchase price was $8.3 million.
The Company recognized a gain of $2.7 million in connection with the sale of the
property.


(16)  CONTINGENCIES

     The Company is subject to various legal proceedings and claims, which arise
in  the  ordinary  course  of  its  business.  In the opinion of management, the
ultimate  liability  with  respect  to  those  proceedings  and  claims will not
materially  affect  the  financial  position,  operations,  or  liquidity of the
Company.  The  Company  maintains  liability  insurance  coverage for individual
claims  in excess of various dollar amounts, subject to annual aggregate limits.

     In connection with the initial formation of Allright and its acquisition of
Allright  Corporation,  Nedinco  Delaware Incorporated ("Nedinco") and Hang Lung
Development  Company  Ltd.  agreed  to  indemnify Allright for certain costs and
liabilities  incurred  in  connection  with  or  arising  out  of  Allright's
Corporation's  operations  prior  to October 31, 1996. A $21.9 million letter of
credit  supports  this  indemnification.


(17)  SUPPLEMENTAL  CASH  FLOW  INFORMATION

     Cash  payments  made  for  interest  and  income  taxes were as follows (in
thousands):
<TABLE>
<CAPTION>

              YEAR ENDED SEPTEMBER 30,
<S>         <C>      <C>      <C>
               2001     2000     1999
            -------  -------  -------
Interest    $18,511  $28,635  $32,971
Income tax  $27,207  $15,594  $12,181
</TABLE>


(18)  BUSINESS  SEGMENTS

     The  Company's  business  activities  consist  of  domestic  and  foreign
operations.  Foreign  operations  are  conducted  in the United Kingdom, Canada,
Spain  and Ireland. The Company also conducts business through joint ventures in
Mexico,  Germany,  Poland and Chile. Revenues attributable to foreign operations
were  less than 10% of consolidated revenues for each of fiscal years 2001, 2000
and 1999.  In 2001, the United Kingdom and Canada account for 61.4% and 28.5% of
total  foreign  revenues,  respectively.  Therefore,  the  Company  includes all
foreign  operations  in  a  single  reporting  segment.

A summary of information about the Company's operations by segment is as follows
(in  thousands):
<TABLE>
<CAPTION>


                                                        YEAR ENDED SEPTEMBER 30,
<S>                                               <C>       <C>         <C>
                                                      2001        2000        1999
                                                  --------  ----------  ----------
Total revenues:
  Domestic                                        $665,619  $  697,388  $  696,604
  Foreign                                           39,540      33,541      33,868
                                                  --------  ----------  ----------
 Consolidated                                     $705,159  $  730,929  $  730,472
                                                  ========  ==========  ==========
Operating earnings:
  Domestic                                        $ 58,605  $   73,725  $   34,942
  Foreign                                            5,692       5,372       5,739
                                                  --------  ----------  ----------
 Consolidated                                     $ 64,297  $   79,097  $   40,681
                                                  ========  ==========  ==========
Earnings before income taxes, minority interest,
 Extraordinary item and cumulative effect of
 accounting change:
  Domestic                                        $ 41,366  $   57,780  $   13,834
  Foreign                                            7,359       5,465       5,842
                                                  --------  ----------  ----------
 Consolidated                                     $ 48,725  $   63,245  $   19,676
                                                  ========  ==========  ==========
Identifiable assets:
  Domestic                                        $953,645  $  997,523  $1,041,372
  Foreign                                           33,236      24,782      23,205
                                                  --------  ----------  ----------
 Consolidated                                     $986,881  $1,022,305  $1,064,577
                                                  ========  ==========  ==========
</TABLE>


     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 is a
summary  of  revenues,  costs, and other expenses by segment for the years ended
September  30, 2001, 2000 and 1999 (in thousands).  During fiscal year 2001, the
Company  realigned  certain  locations  among segments.  All prior years segment
data  has  been  reclassified  to  conform  to  the  new  segment  alignment.
<TABLE>
<CAPTION>

                                                                      YEAR ENDED SEPTEMBER 30, 2001
                                                                       -----------------------------
<S>                                                 <C>       <C>        <C>       <C>       <C>       <C>       <C>
                                                      ONE       TWO        THREE     FOUR      FIVE      SIX       INT'L
                                                    --------  ---------  --------  --------  --------  --------  --------
Revenues:
  Parking                                           $58,122   $264,805   $34,373   $75,795   $57,894   $65,908   $33,086
  Management contract                                14,280     26,223    10,166    16,438     7,760    11,269     6,454
                                                    --------  ---------  --------  --------  --------  --------  --------
     Total revenues                                  72,402    291,028    44,539    92,233    65,654    77,177    39,540
Costs and expenses:
  Cost of parking                                    52,725    229,941    31,272    69,415    50,971    59,924    28,717
  Cost of management contracts                        6,625     10,539     4,664     7,010     3,000     4,471       123
  General and administrative                          6,186     23,112     2,843     5,245     5,613     5,562     4,882
  Goodwill and non-compete amortization                 224      8,287       450       878     1,001        12        71
                                                    --------  ---------  --------  --------  --------  --------  --------
     Total costs and expenses                        65,760    271,879    39,229    82,548    60,585    69,669    33,793
Property-related (losses) gains, net                 (2,804)   (10,128)     (114)      404        (4)     (145)      (55)
                                                    --------  ---------  --------  --------  --------  --------  --------
Operating earnings                                    3,838      9,021     5,196    10,089     5,065     7,363     5,692
Other income (expense):
  Interest income                                      (155)   (18,423)     (285)      (55)   (2,256)       46       342
  Interest expense                                      (92)    (1,054)     (130)     (463)     (151)      (30)     (244)
  Dividends - convertible securities                     --         --        --        --        --        --        --
  Equity in partnership and joint venture earnings       --         --        --        --        --        --     1,569
                                                    --------  ---------  --------  --------  --------  --------  --------
Earnings (loss) before income tax, minority
    interest and cumulative effect of
    Accounting change                               $ 3,591   $(10,456)  $ 4,781   $ 9,571   $ 2,658   $ 7,379   $ 7,359
                                                    ========  =========  ========  ========  ========  ========  ========
Income tax expense

Earnings before minority interest and cumulative
    effect of accounting change
Minority interest, net of tax

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

Net earnings

Identifiable assets                                 $(4,427)  $ 73,770   $15,470   $19,184   $ 3,610   $19,714   $33,236
                                                    ========  =========  ========  ========  ========  ========  ========

<S>                                                 <C>           <C>
                                                    ALL OTHERS
                                                     AND GEN'L
                                                      CORP          TOTAL
                                                    ------------  ---------
Revenues:
  Parking                                           $    13,433   $603,416
  Management contract                                     9,153    101,743
                                                    ------------  ---------
     Total revenues                                      22,586    705,159
Costs and expenses:
  Cost of parking                                        (9,394)   513,571
  Cost of management contracts                            4,756     41,188
  General and administrative                             13,664     66,807
  Goodwill and non-compete amortization                   1,118     12,041
                                                    ------------  ---------
     Total costs and expenses                            10,144    633,607
Property-related (losses) gains, net                      5,591     (7,255)
                                                    ------------  ---------
Operating earnings                                       18,033     64,297
Other income (expense):
  Interest income                                        26,593      5,807
  Interest expense                                      (18,404)   (20,568)
  Dividends - convertible securities                     (5,886)    (5,886)
  Equity in partnership and joint venture earnings        3,506      5,075
                                                    ------------  ---------
Earnings (loss) before income tax, minority
    interest and cumulative effect of
    Accounting change                               $    23,842     48,725
                                                    ============
Income tax expense                                                  19,112
                                                                  ---------
Earnings before minority interest and cumulative
    effect of accounting change                                     29,613
Minority interest, net of tax                                       (3,502)
                                                                  ---------
Earnings before cumulative effect of
    Accounting change                                               26,111
Cumulative effect of accounting
     change, net of tax                                               (258)
                                                                  ---------
Net earnings                                                      $ 25,853
                                                                  =========
Identifiable assets                                 $   826,324   $986,881
                                                    ============  =========
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                                      YEAR ENDED SEPTEMBER 30, 2000
                                                                       -----------------------------
<S>                                                 <C>       <C>        <C>       <C>        <C>       <C>       <C>
                                                      ONE       TWO        THREE     FOUR      FIVE      SIX       INT'L
                                                    --------  ---------  --------  --------  --------  --------  --------
Revenues:
  Parking                                           $63,501   $270,781   $37,807   $ 88,871   $61,483   $65,242   $27,807
  Management contract                                14,366     26,228    10,141     16,285     8,158    12,503     5,734
                                                    --------  ---------  --------  ---------  --------  --------  --------
     Total revenues                                  77,867    297,009    47,948    105,156    69,641    77,745    33,541
Costs and expenses:
  Cost of parking                                    56,207    229,998    35,529     80,714    55,005    57,612    23,660
  Cost of management contracts                        4,667      8,368     4,102      7,325     3,704     4,989        41
  General and administrative                          6,947     20,718     2,781      6,059     4,779     5,627     4,398
  Goodwill and non-compete amortization                 193      8,488       450        884     1,041        12        70
Merger costs                                             --         --        --         --        --     -  --        --
                                                    --------  ---------  --------  ---------  --------  --------  --------
     Total costs and expenses                        68,014    267,572    42,862     94,982    64,529    68,240    28,169
Property-related (losses) gains, net                 (3,843)      (366)     (653)    (1,398)     (214)     (356)       --
                                                    --------  ---------  --------  ---------  --------  --------  --------
Operating earnings                                    6,010     29,071     4,433      8,776     4,898     9,149     5,372
Other income (expense):
  Interest income                                      (152)   (18,407)     (329)       (97)   (2,290)       96       311
  Interest expense                                      (90)    (1,589)     (158)      (335)     (193)       (2)     (361)
  Dividends - convertible securities                     --         --        --         --        --        --        --
  Equity in partnership and joint venture earnings       --         --        --         --        --        --       143
                                                    --------  ---------  --------  ---------  --------  --------  --------
Earnings before income tax, minority
    interest and extraordinary item                 $ 5,768   $  9,075   $ 3,946   $  8,344   $ 2,415   $ 9,243   $ 5,465
                                                    ========  =========  ========  =========  ========  ========  ========
Income tax expense

Earnings before minority interest and
    Extraordinary item
Minority interest, net of tax

Earnings before extraordinary item
Extraordinary item, net of tax

Net earnings

Identifiable assets                                 $ 1,442   $156,327   $25,213   $ 23,436   $ 7,876   $21,018   $24,782
                                                    ========  =========  ========  =========  ========  ========  ========

<S>                                                 <C>           <C>
                                                    ALL OTHERS
                                                     AND GEN'L
                                                      CORP          TOTAL
                                                    ------------  ---------
Revenues:
  Parking                                           $    13,174   $  628,666
  Management contract                                     8,848      102,263
                                                    ------------  -----------
     Total revenues                                      22,022      730,929
Costs and expenses:
  Cost of parking                                       (10,041)     528,684
  Cost of management contracts                            3,074       36,270
  General and administrative                             20,637       71,946
  Goodwill and non-compete amortization                     982       12,120
Merger costs                                              3,747        3,747
                                                    ------------  -----------
     Total costs and expenses                            18,399      652,767
Property-related (losses) gains, net                      7,765          935
                                                    ------------  -----------
Operating earnings                                       11,388       79,097
Other income (expense):
  Interest income                                        27,772        6,904
  Interest expense                                      (24,276)     (27,004)
  Dividends - convertible securities                     (6,012)      (6,012)
  Equity in partnership and joint venture earnings       10,117       10,260
                                                    ------------  -----------
Earnings before income tax, minority
    interest and extraordinary item                 $    18,989       63,245
                                                    ============
Income tax expense                                                    23,277
                                                                  -----------
Earnings before minority interest and
    Extraordinary item                                                39,968
Minority interest, net of tax                                         (3,334)
                                                                  -----------
Earnings before extraordinary item                                    36,634
Extraordinary item, net of tax                                          (195)
                                                                  -----------
Net earnings                                                      $   36,439
                                                                  ===========
Identifiable assets                                 $   762,211   $1,022,305
                                                    ============  ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                      YEAR ENDED SEPTEMBER 30, 1999
                                                                       -----------------------------
<S>                                                 <C>       <C>        <C>       <C>        <C>       <C>       <C>
                                                      ONE       TWO        THREE     FOUR      FIVE      SIX       INT'L
                                                    --------  ---------  --------  --------  --------  --------  --------
Revenues:
  Parking                                           $73,269   $261,412   $43,904   $ 98,344   $59,159   $66,203   $27,471
  Management contract                                11,357     20,591     8,413     14,190     8,077     9,638     6,397
                                                    --------  ---------  --------  ---------  --------  --------  --------
     Total revenues                                  84,626    282,003    52,317    112,534    67,236    75,841    33,868
Costs and expenses:
  Cost of parking                                    64,666    222,074    40,375     84,785    54,590    58,483    24,155
  Cost of management contracts                        2,845      6,023     3,505      5,332     2,856     2,549         3
  General and administrative                          6,317     20,502     2,677      6,911     4,990     4,416     3,957
  Goodwill and non-compete amortization                 169      8,114       450        875       861        12         2
  Merger costs                                           --         --        --         --        --        --        --
                                                    --------  ---------  --------  ---------  --------  --------  --------
     Total costs and expenses                        73,997    256,713    47,007     97,903    63,297    65,460    28,117
Property-related gains (losses), net                     11     (1,254)       36         78        (2)      (41)      (12)
                                                    --------  ---------  --------  ---------  --------  --------  --------
Operating earnings                                   10,640     24,036     5,346     14,709     3,937    10,340     5,739
Other income (expense):
  Interest income                                      (401)   (18,605)     (209)      (134)   (2,334)     (108)      321
  Interest expense                                       49     (1,891)     (130)      (329)     (186)      (43)     (357)
  Dividends - convertible securities                     --         --        --         --        --        --        --
  Equity in partnership and joint venture earnings       --        746        --         --        --        --       139
                                                    --------  ---------  --------  ---------  --------  --------  --------
Earnings (loss) before income tax, minority
    interest and extraordinary item                 $10,288   $  4,286   $ 5,007   $ 14,246   $ 1,417   $10,189   $ 5,842
                                                    ========  =========  ========  =========  ========  ========  ========
Income tax expense

Earnings before minority interest and
   Extraordinary item
Minority interest, net of tax

Earnings before extraordinary item
Extraordinary item, net of tax

Net earnings

Identifiable assets                                 $(1,191)  $163,713   $26,241   $ 23,794   $ 8,809   $19,418   $23,205
                                                    ========  =========  ========  =========  ========  ========  ========


<S>                                                 <C>           <C>
                                                    ALL OTHERS
                                                     AND GEN'L
                                                      CORP          TOTAL
                                                    ------------  ---------
Revenues:
  Parking                                           $     9,324   $  639,086
  Management contract                                    12,723       91,386
                                                    ------------  -----------
     Total revenues                                      22,047      730,472
Costs and expenses:
  Cost of parking                                       (13,960)     535,168
  Cost of management contracts                            4,627       27,740
  General and administrative                             27,542       77,312
  Goodwill and non-compete amortization                   1,124       11,607
  Merger costs                                           40,970       40,970
                                                    ------------  -----------
     Total costs and expenses                            60,303      692,797
Property-related gains (losses), net                      4,190        3,006
                                                    ------------  -----------
Operating earnings                                      (34,066)      40,681
Other income (expense):
  Interest income                                        28,109        6,639
  Interest expense                                      (24,064)     (26,951)
  Dividends - convertible securities                     (5,926)      (5,926)
  Equity in partnership and joint venture earnings        4,348        5,233
                                                    ------------  -----------
Earnings (loss) before income tax, minority
    interest and extraordinary item                 $   (31,599)      19,676
                                                    ============
Income tax expense                                                    12,380
                                                                  -----------
Earnings before minority interest and
   Extraordinary item                                                  7,296
Minority interest, net of tax                                         (2,612)
                                                                  -----------
Earnings before extraordinary item                                     4,684
Extraordinary item, net of tax                                        (1,002)
                                                                  -----------
Net earnings                                                      $    3,682
                                                                  ===========
Identifiable assets                                 $   800,588   $1,064,577
                                                    ============  ===========
</TABLE>


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

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

Segment  Three  encompasses  the  southeastern  region  of  the  United  States.

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

Segment  Five  encompasses  the  mideastern United States, including Washington,
D.C.,  Baltimore,  Cleveland  and  Pittsburgh.  It  also  includes  Puerto Rico.

Segment  Six  encompasses the midwestern region of the United States, as well as
western  Pennsylvania  and  New  York

International  encompasses  all  Europe  and  Canada  locations  (except  for
Vancouver),  as  well  as  Mexico  and  South  America.

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


(19)  SUBSEQUENT  EVENTS

     On  October  1, 2001, the Company purchased substantially all of the assets
of  USA  Parking  Systems,  Inc,  for  $11.5  million.  The  purchase  included
approximately  65  management  contracts  located primarily in south Florida and
Puerto  Rico.

     On  October  1,  2001,  the  Company  purchased 100% of the common stock of
Universal  Park  Holdings  ("Universal")  for  $470  thousand. Universal manages
parking  locations  in  6 different National Parks in the western United States.

     On  October 1, 2001, the Company purchased a 70% interest in Lexis Systems,
Inc.  ("Lexis")  for  $350  thousand. Lexis manufactures and sells automated pay
stations  for  parking  facilities.

     In  November  2001,  the  Company  exercised  its  rights  under a buy-sell
provision  of  the  partnership  agreement  to  sell  its  50% interest in Civic
Parking,  LLC.  The  sale  is  scheduled  to  close in January 2002. The Company
expects  to receive net proceeds of approximately $18 million from this sale and
will  recognize  a  related  gain  of  approximately  $3 million in fiscal 2002.

     In  December  2001,  the  city  of  Houston,  Texas  completed condemnation
proceedings  on  a  property  owned  by  the  Company.  The Company received net
proceeds  of  $11.4  million from this condemnation and will recognize a gain of
$4.6  million  in  the  first  quarter  of  fiscal  2002.

     Subsequent  to  September  30,  2001,  the Company sold certain other owned
properties with a combined carrying value of $431 thousand. The Company received
proceeds  of  $724  thousand  for  these sales and will recognize a gain of $293
thousand  in  the  first  quarter  of  fiscal  2002.




<PAGE>
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 2002 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 2002 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 2002 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 2002 Annual Meeting of
Shareholders.


PART  IV

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

(a)  (1)  and  (2)  Financial  Statements  and  Financial  Statement  Schedules
     Financial  statements  and  schedules  of  the Company and its subsidiaries
     required  to  be  included  in  Part  II,  Item  8, are indexed on page 27.

(b)  (3) Exhibits The exhibits are listed in the Index to Exhibits which appears
     immediately  following  the  signature  page.

(c)  Reports  on  Form  8-K

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

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

<PAGE>
<TABLE>
<CAPTION>

                            CENTRAL PARKING CORPORATION AND SUBSIDIARIES
                          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

Amounts in thousands                                  Additions
                                                      ---------
<S>                              <C>            <C>          <C>          <C>           <C>
                                 Balance at     Charged to   Charged to                 Balance at
                                 Beginning of   Costs and    Other                      End of
Description                      Period         Expenses     Accounts     Deductions    Period
-------------------------------  -------------  -----------  -----------  ------------  -----------
Allowance for Doubtful Accounts
  Year ended September 30, 1999  $         111  $        --  $        --  $       111   $        --
  Year ended September 31, 2000             --          300           --           --           300
  Year ended September 31, 2001            300          400           --          226           474

Deferred Tax Valuation Account
  Year ended September 30, 1999  $      17,363  $     1,220           --  $    (1,219)  $    17,364
  Year ended September 31, 2000         17,364           --           --       (2,085)       15,279
  Year ended September 31, 2001         15,279           --           --           --        15,279
</TABLE>




<TABLE>
<CAPTION>


                                         CENTRAL PARKING CORPORATION AND SUBSIDIARIES
                                         SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE


<S>                 <C>                   <C>       <C>                <C>    <C>          <C>          <C>
                                                                                                        Principal Amount
                                          Final     Periodic                  Face         Carrying     of Loans Subject
                    Interest              Maturity  Payment            Prior  Amount of    Amount of    to Delinquent
Description         Rate                  Date      Terms              Liens  Mortgage     Mortgage     Principal or Interest
------------------  --------------------  --------  -----------------  -----  -----------  -----------  ---------------------
Mortgage note       1-month LIBOR +       3/15/05  $108,250/month      None   $13,300,000  $13,145,794     None
secured by parking  1.625% with swap               (including swap)
garages             to convert to fixed             with balance of
                    rate at 8/91%                   $  12,691,671 due
                                                    at maturity
</TABLE>


SEE  ACCOMPANYING  INDEPENDENT  AUDITOR'S  REPORT.

<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  December  21,  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
---------     -----

/s/Monroe  J.  Carell,  Jr.          Chairman and Director
------------------------------
   Monroe  J.  Carell,  Jr.

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

/s/James  H.  Bond                   President  of  International  Operations
------------------------------          and Director
   James  H.  Bond

/s/Hiram  A.  Cox                    Senior  Vice  President  and
------------------------------          Chief  Financial  Officer
   Hiram  A.  Cox                      (Principal  Accounting Officer)

/s/William  S.  Benjamin             Director
------------------------------
   William  S.  Benjamin

/s/Cecil  Conlee                     Director
------------------------------
   Cecil  Conlee

/s/Lewis  Katz                       Director
------------------------------
   Lewis  Katz

/s/Edward  G.  Nelson                Director
------------------------------
   Edward  G.  Nelson

s/William  C.  O'Neil,  Jr.          Director
------------------------------
  William  C.  O'Neil,  Jr.

/s/Richard  H.  Sinkfield            Director
-------------------------
   Richard  H.  Sinkfield

/s/Julia  Carell  Stadler            Director
-------------------------
   Julia  Carell  Stadler




<PAGE>
EXHIBIT  INDEX

EXHIBIT
NUMBER     DOCUMENT
------     --------

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

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

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

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

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

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


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

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

4.4  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  Amendment  dated January 5, 1999 to the 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 rust and 1997 George Monroe Stadler Trust. (Incorporated by
     reference  to  Exhibit  4.4.1  to  the Company's Registration Statement No.
     333-66081  filed  on  October  21,  1998,  as  amended).

4.5  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 (b) of the
     Company's  Annual  Report  on  Form  10-K  for the year 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 (filed herewith).

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

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

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

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

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

     (m)  Hiram  A.  Cox  Employment  Agreement  dated as of June 4, 2001 (filed
     herewith).

     (n)  Deferred  Stock  Unit  Plan  (filed  herewith).

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

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

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

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

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

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

     (b)  Amendment  to  the  1995  Nonqualified Stock Option Plan for Directors
     increasing  the  number  of  shares reserved for issuance under the plan to
     475,000  (filed  herewith).

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  (filed  herewith).

10.7 Form  of  Lease  (filed  herewith).

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  Restated 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  on Form 10-Q for the quarter ended March 31, 2000.)

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

10.16  Letter Amendment to the Amended and Restated Credit Agreement dated as of
     August 13, 2001, by and among various banks, with Bank of America, N.A., as
     Agent  and  Central  Parking  Corporation  and  certain  affiliates  (filed
     herewith).

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).

21   Subsidiaries  of  the  Registrant  (filed  herewith).

23   Consent  of  KPMG  LLP  (filed  herewith).

<PAGE>



EXHIBIT 10.1 (F)
                               EMPLOYMENT CONTRACT


THIS  AGREEMENT  made and entered into effective this 1st day of ________, 200_,
by  and  between  CENTRAL PARKING SYSTEM, INC., a Tennessee corporation with its
principal  place  of  business  in  Nashville,  Tennessee  ("EMPLOYER"),  and
_______________  .  ("EXECUTIVE").

     W  I  T  N  E  S  S  E  T  H:

WHEREAS,  EMPLOYER  desires to induce EXECUTIVE to serve or continue to serve as
an  executive  officer  of  EMPLOYER;

WHEREAS,  EXECUTIVE  has access to trade secrets and confidential information of
EMPLOYER  including,  but  not  limited  to,  the  terms of, and the parties to,
EMPLOYER's  leases,  management  contracts and other contracts pursuant to which
EMPLOYER  operates  its business, and EXECUTIVE has the ability to influence the
goodwill  of  EMPLOYER  with  such  parties;

WHEREAS, in consideration of EXECUTIVE's increased compensation and promotion to
the position of Senior Vice President, his continued employment at will upon the
terms  and  conditions  hereinafter  set  forth,  and the payment of the amounts
hereinafter  set forth, including but not limited to, the Termination Amount (as
hereinafter  defined),  EXECUTIVE  has  agreed  to  be  bound  by such terms and
conditions,  including  but  not limited to, the restrictive covenants set forth
hereinafter;

NOW,  THEREFORE,  in consideration of the mutual covenants contained herein, and
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged,  EMPLOYER  and  EXECUTIVE  agree  as  follows:

(1)     TITLE.  Subject  to the terms and conditions of this Agreement, EMPLOYER
does  hereby  employ EXECUTIVE during the Term (as defined below) as Senior Vice
President.

(2)     DUTIES.  EXECUTIVE  agrees to serve in such capacity, and to perform all
the  duties  required  thereof.  EXECUTIVE'S  duties and powers in that capacity
will  be determined by EMPLOYER, and are expected to include, but not be limited
to,  managing  EMPLOYER's  operations in certain geographical areas and managing
certain  administrative  functions  as  may  be  determined from time to time by
EMPLOYER.

(3)     COMPENSATION.  During  the  Term,  EMPLOYER  agrees to pay EXECUTIVE for
said services a base salary ("Base Salary") of $__________ gross per year.  Base
Salary  shall  be  payable  in accordance with the ordinary payroll practices of
EMPLOYER  but  no  less  frequently  than biweekly.  Any increase in Base Salary
shall  be  in  the discretion of EMPLOYER and, as so increased, shall constitute
"Base  Salary"  hereunder.  During  the  Term,  in  addition to his Base Salary,
EXECUTIVE  shall, with respect to each fiscal year beginning on or about October
1,  be  eligible  to  receive  an  annual  bonus  (the  "Bonus")  based upon the
achievement  of  objectives determined by the Company and in accordance with the
Company's  bonus  program as may be in effect from time-to-time.  For the fiscal
year  beginning  on  October  1,  2001,  EXECUTIVE's  target  Bonus  shall  be
$___________.  EXECUTIVE  may  elect  to  draw,  in advance, up to fifty percent
(50%)  of  the  Bonus through the course of EMPLOYER'S fiscal year.  Should such
advance  exceed  the  amount  actually due EXECUTIVE based on the computation of
EXECUTIVE'S  Bonus,  EXECUTIVE  agrees  to  repay  the  borrowed  amount  upon
notification  by  EMPLOYER.

     It  is  EMPLOYER'S  policy  that  bonuses  will not be earned by two people
during  a  job change transition period.  Therefore, in reference to EXECUTIVE'S
position,  if  the  outgoing  manager  is  to continue working for EMPLOYER in a
similar position or is promoted, then the outgoing manager will continue to earn
toward a bonus until leaving the current position, and the incoming manager will
not begin to earn toward a bonus until the day after the outgoing manager's last
day  in  the  position.  If the outgoing manager resigns, retires, or is removed
from the position, then the incoming manager will begin to earn toward the bonus
from  the  time  he  or she commences work and the outgoing person will not have
earned  any  bonus  attributable to the period in which he has not worked in the
position.

(4)     ADDITIONAL  COMPENSATION AND BENEFITS.  During the Term, EXECUTIVE shall
be  eligible to participate in any additional compensation and benefits plans or
programs  maintained  by  EMPLOYER  from  time  to  time  in  which other senior
executives  of  EMPLOYER  participate on terms comparable to those applicable to
such  other  senior executives generally (commensurate with EXECUTIVE's position
with  EMPLOYER).

(5)     STOCK  OPTIONS.  During the Term, EXECUTIVE shall be eligible to receive
stock options under EMPLOYER'S 1995 Incentive and Nonqualified Stock Option Plan
for  Key  Employees  or  substitute  plan  (the  "Plan") in amounts and on terms
commensurate  with  EXECUTIVE'S  performance  and  position  with  EMPLOYER.  In
accordance with the Plan, such stock options shall have a term of ten (10) years
and  shall  vest  as  determined by the Board of Directors at the date of grant;
provided, however, that in the event of EXECUTIVE'S termination without Cause or
for  Good Reason (as such terms are defined below), all unvested options held by
EXECUTIVE  on  the  termination  date shall continue to vest during the one-year
period  following  termination  in accordance with the vesting schedule for such
options and EXECUTIVE shall have the right to exercise any vested options during
such  one-year  period.

(6)     TERM.  This  Agreement  shall  continue  through  September  30,  200_;
provided,  however,  that the Term shall be automatically renewed for a one-year
period  on  October 1, 200_, and on each anniversary thereof and, as so renewed,
shall constitute the "Term" hereunder, unless EMPLOYER has notified EXECUTIVE in
writing prior to the thirty-day period ending on the expiration of the then Term
that  such Term shall not be so renewed and that EXECUTIVE's employment shall be
terminated.  Notwithstanding  the foregoing, this Agreement may be terminated at
any  time  by  either  EMPLOYER  or  EXECUTIVE   upon thirty days' prior written
notice  (except  that  such  notice  is  not  required  in the event EXECUTIVE's
employment  is  terminated  for  Cause  (as  defined below)); provided, however,
EMPLOYER  retains in its sole discretion the option to substitute for the thirty
(30)  days'  written  notice  of  termination  an  amount  of  pay,  with normal
withholdings,  as  pay in lieu of notice.  Notwithstanding any of the foregoing,
Sections  9,  10,  11,  12,  13  and  14  shall  survive the termination of this
Agreement.

(7)     EXTENT  OF  SERVICES.  EXECUTIVE  shall  devote his entire attention and
energy  to  the business and affairs of EMPLOYER and shall not be engaged in any
other  business  activity,  whether or not such business activity is pursued for
gain,  profit  or  other  pecuniary  advantage,  unless  EMPLOYER  consents  to
EXECUTIVE's  involvement  in such business activity in writing. This restriction
shall  not  be  construed as preventing EXECUTIVE from investing his assets in a
form  or  manner  that will not require EXECUTIVE's services in the operation of
any  of  the  companies  in  which  such  investments  are  made.

(8)     TERMINATION  OF  EMPLOYMENT.

8.1     Termination  without  Cause;  Resignation  for Good Reason.  (a)  In the
        ----------------------------------------------------------
event  that  EXECUTIVE's employment is terminated (i) by EMPLOYER other than for
Cause  (as  defined  below),  including without limitation a termination of this
Agreement  pursuant  to  a  notice  by  EMPLOYER  that the then Term will not be
renewed, and other than as a result of EXECUTIVE's death or Permanent Disability
(as  defined  below),  or  (ii) by EXECUTIVE for Good Reason (as defined below),
EXECUTIVE  shall  receive  the  following  amounts:

          (i)     a  cash lump sum payment in respect of EXECUTIVE's Base Salary
earned  but  not yet paid (the "Compensation Payment"), in each case through the
effective  date  of  such  termination;

          (ii)     such  payments,  if  any, under applicable plans or programs,
including  but not limited to those referred to in Section 4 hereof, to which he
is  entitled  pursuant  to  the  terms  of  such  plans  or  programs;

          (iii)     an  amount  (the  "Termination Amount") equal to one hundred
and  twenty-five  percent  (125%)  of  EXECUTIVE's  Base  Salary;  and

          (iv)     the  Bonus calculated in accordance with the EMPLOYER'S bonus
program  for  the  fiscal  year  in  which his termination of employment occurs,
prorated  by  a  fraction, the numerator of which is the number of days from the
beginning  of the then current fiscal year through and including the date of his
termination  and  the  denominator  of  which  is 365, less any amounts drawn in
advance  under  Section  3  of  this  Agreement.

          (b)     The  Compensation  Payment  shall  be  paid  by  EMPLOYER  to
EXECUTIVE  within  thirty  (30)  days  after  the  termination  of  EXECUTIVE's
employment  by check payable to the order of EXECUTIVE or by wire transfer to an
account  specified  by  EXECUTIVE.  The  Termination  Amount shall be payable in
equal  installments  during  the  one-year  period  following  termination  of
employment in accordance with the ordinary payroll practices of EMPLOYER, but no
less  frequently  than  bi-weekly.  The Bonus shall be paid following the end of
the  fiscal  year  in which EXECUTIVE's employment terminated in accordance with
EMPLOYER's  ordinary  practices,  but in no event later than December 15 of such
year.  Notwithstanding anything else herein to the contrary, EXECUTIVE shall not
be  entitled  to  receive the Termination Amount in the event he violates any of
the  covenants  set  forth  in  Sections  9  or  10  of  this  Agreement.

          (c)     For  purposes  of  this  Agreement, "Good Reason" shall mean a
reduction  by  EMPLOYER  in excess of fifteen (15%) in the amount of EXECUTIVE's
Base  Salary  or  Bonus Potential (as defined below) unless the reduction in the
amount  of  Bonus Potential is part of a program in which the Bonus Potential of
at  least  ninety percent (90%) of the senior executives of EMPLOYER is reduced.
Bonus  Potential  means the amount of Bonus EXECUTIVE would earn if he meets the
budget  objectives  or other objectives as may be set forth in the bonus plan as
amended  from  time-to-time.  It  is  understood that the actual amount of Bonus
earned  by  EXECUTIVE  can vary from year to year depending upon performance and
such  variance, regardless of amount, shall not constitute "Good Reason."  It is
further understood that the amount of EXECUTIVE's Bonus Potential may be reduced
for  factors  such as the closure or loss of cities or locations, sale of cities
or  properties,  or  as  a  result  of  economic  conditions  and  that any such
reduction,  regardless  of  amount,  shall  not  constitute  "Good  Reason."

     8.2     Permanent Disability.  In the event that EXECUTIVE becomes disabled
             --------------------
during  the  Term  to  an extent which entitles him to benefits under EMPLOYER's
long-term  disability  benefit  plan  applicable  to  senior  executive officers
generally  as in effect on the date hereof ("Permanent Disability"), Executive's
employment  shall  terminate  automatically,  and  EXECUTIVE  shall  receive  or
commence  receiving,  as  soon  as  practicable:

          (i)     amounts  payable  pursuant  to  the  terms  of  a  long-term
disability  insurance  policy  or  similar  arrangement which EMPLOYER maintains
during  the  Term;

               (ii)     the  Compensation  Payment;

          (iii)     such  payments,  if any, under applicable plans or programs,
including  but not limited to those referred to in Section 4 hereof, to which he
is  entitled  pursuant  to  the  terms  of  such  plans  or  programs;  and

          (iv)     the  Bonus calculated in accordance with the EMPLOYER's bonus
program  for  the  fiscal  year  in  which  his termination occurs prorated by a
fraction, the numerator of which is the number of days from the beginning of the
then  current  fiscal year through and including the date of his termination and
the denominator of which is 365, less any amounts drawn in advance under Section
3  of  this  Agreement.
 .

     8.3     Death.  In  the  event  of  EXECUTIVE's  death  during  the  Term,
             -----
EXECUTIVE's  employment shall terminate automatically, and EXECUTIVE's estate or
designated  beneficiaries  shall  receive  or  commence  receiving,  as  soon as
practicable:

          (i)     any  death benefits provided under the employee benefit plans,
programs and practices referred to in Section 4 hereof, in accordance with their
terms;

          (ii)     the  Compensation  Payment;

          (iii)     such  payments,  if any, under applicable plans or programs,
including  but  not  limited  to those referred to in Section 4 hereof, to which
EXECUTIVE's  estate  or  designated  beneficiaries  are entitled pursuant to the
terms  of  such  plans  or  programs;  and

          (iv)     the  Bonus calculated in accordance with the EMPLOYER's bonus
program  for  the fiscal year in which his death occurs, prorated by a fraction,
the  numerator  of  which  is  the number of days from the beginning of the then
current  fiscal  year  through  and  including  the  date  of  his death and the
denominator  of  which is 365, less any amounts drawn in advance under Section 3
of  this  Agreement.

     8.4     Resignation  Without  Good  Reason.  In  the event that EXECUTIVE's
             ----------------------------------
employment  is terminated by EXECUTIVE other than for Good Reason and other than
as  a  result  of  EXECUTIVE's  death  or  Permanent Disability, EXECUTIVE shall
receive  the  following  amounts:

(i)     the  Compensation  Payment;

(ii)     such  payments,  if  any, under applicable plans or programs, including
but  not  limited  to  those  referred  to  in  Section 4 hereof, to which he is
entitled  pursuant  to  the  terms  of  such  plans  or  programs;  and

(iii)     the  Bonus  calculated in accordance with EMPLOYER's bonus program for
the  fiscal  year  in  which his termination of employment occurs, prorated by a
fraction, the numerator of which is the number of days from the beginning of the
then  current  fiscal year through and including the date of his termination and
the denominator of which is 365, less any amounts drawn in advance under Section
3  of  this  Agreement.

     8.5     Termination  for Cause.  EMPLOYER shall have the right to terminate
             -----------------------
the employment of EXECUTIVE for Cause.  In the event that EXECUTIVE's employment
is  terminated  by  EMPLOYER  for  Cause,  EXECUTIVE  shall  only be entitled to
receive  the  following  amounts and shall not be entitled to the payment of any
other  compensation  otherwise  included  under  this  Agreement:

               (i)     the  Compensation  Payment;  and

          (ii)     such  payments,  if  any, under applicable plans or programs,
including  but not limited to those referred to in Section 4 hereof, to which he
is  entitled  pursuant  to  the  terms  of  such  plans  or  programs.

After  the  termination  of  EXECUTIVE's  employment under this Section 8.5, the
obligations  of  EMPLOYER  under  this Agreement to make any further payments or
provide  any  benefits  specified  herein to EXECUTIVE shall thereupon cease and
terminate.

     For  purposes  of  this  Agreement,  "Cause"  shall  be  defined as (i) the
commission  by  EXECUTIVE  of  an  act  involving  theft, embezzlement, fraud or
intentional mishandling of EMPLOYER funds; (ii) conviction of a criminal offense
which  adversely  affects  EXECUTIVE's  job-related  responsibilities;  (iii)  a
violation  by  EXECUTIVE  of the covenants set forth in Sections 9 or 10 of this
Agreement;  or (iv) EXECUTIVE's deliberate and intentional continuing refusal to
substantially  perform  his  duties  and obligations, which continues beyond ten
days  after  a  written  demand  for  substantial  performance  is  delivered to
EXECUTIVE  by  EMPLOYER.


(9)     RESTRICTIVE  COVENANTS.

     9.1.     Covenant Not-to-Compete.     During the term of this Agreement and
              ------------------------
for  a  period  of one (1) year after termination of employment (or one (1) year
after  EMPLOYER  is  granted injunctive relief to enforce the provisions of this
Section,  whichever  is  later),  EXECUTIVE  shall  not, directly or indirectly,
either  as  an individual for his own account or as a consultant, partner, joint
venturer,  employee, agent, officer, director or shareholder, engage in the same
or  similar  business  of  EMPLOYER  or  any  of  its  parents,  subsidiaries,
partnerships,  joint  ventures,  affiliates  or  related companies (collectively
referred to hereinafter as "Affiliated Entities") within fifty (50) miles of the
perimeter  of any county or any independent city in which he is rendering or has
rendered  services  to  or  for  EMPLOYER  during  the  one-year period prior to
termination  of  his  employment.

     9.2     Non-solicitation  and  Other Covenants.     During the term of this
             ---------------------------------------
Agreement  and for a period of two (2) years after termination of employment (or
two  (2)  years  after  EMPLOYER  is  granted  injunctive  relief to enforce the
provisions  of  this Section, whichever is later), EXECUTIVE shall not, directly
or  indirectly,  either as an individual for his own account or as a consultant,
partner,  joint  venturer,  employee,  agent,  officer, director or shareholder:

          (i)     solicit  or  attempt  to  solicit  any  clients,  customers or
landlords  of EMPLOYER or any of its Affiliated Entities existing on the date of
EXECUTIVE's  termination with the intent or purpose to perform services for such
clients,  customers or landlords which are the same or similar to those provided
by  EMPLOYER  or  any  of  its  Affiliated  Entities, or encourage or attempt to
encourage  any such clients, customers or landlords to not continue or otherwise
modify  adversely  its  business  relationship  with  EMPLOYER or its Affiliated
Entities;

               (ii)     enter  into  any  lease,  sublease,  license  agreement,
services agreement, option agreement, management or operating agreement relating
to,  or  otherwise  acquire  any  rights  with  respect  to,  any of the parking
facilities  managed or operated by EMPLOYER or any of its Affiliated Entities on
the  date  of  EXECUTIVE's  termination;  or

          (iii)     engage,  hire, solicit or attempt to solicit for the purpose
of  hiring  or  engaging,  as  an  employee,  agent,  consultant,  independent
contractor,  or  in  any  other  capacity,  any  of EMPLOYER's or its Affiliated
Entities'  employees  or  consultants.

EXECUTIVE  acknowledges  and  agrees that the provisions of Sections 9 and 10 of
this  Agreement  are  intended  to  protect  EMPLOYER's  interest  in  certain
confidential  information and established landlord, client and other contractual
relationships  and goodwill and that such provisions are reasonable and valid in
geographical  and  temporal  scope  and  in  all  other  respects.

(10)     CONFIDENTIAL  INFORMATION.  EXECUTIVE  acknowledges and agrees that all
information  of a technical or business nature, such as know-how, trade secrets,
business  plans,  data processes, techniques, financial information, information
regarding  clients,  customers, landlords, suppliers, consultants, joint venture
partners  and  employees,  contracts,  leases,  inventions,  sales and marketing
concepts,  discoveries,  formulae,  patterns,  and  devices  (collectively,  the
"Confidential  Information'')  acquired  by  EXECUTIVE  in  the  course  of  his
employment under this Agreement is valuable proprietary information of EMPLOYER.
EXECUTIVE  agrees that such Confidential Information, whether in written, verbal
or  model  form,  shall  not  be  disclosed  to anyone outside the employment of
EMPLOYER  without EMPLOYER's written consent unless the Confidential Information
has  been  made  generally  available  to  the  public  through  no fault of the
EXECUTIVE.

(11)     RETURN OF COMPANY PROPERTY.  Upon termination of EXECUTIVE's employment
with  or  without  Cause,  EXECUTIVE  shall  immediately  return  and deliver to
EMPLOYER  and  shall  not  retain  any originals or copies of any books, papers,
price  lists,  customer  contracts,  bids,  customer  lists,  files,  notebooks,
computer  files,  computer  hardware  or  software,  or  any  other documents or
computer  records  which  are  company  property,  which  contains  Confidential
Information,  or  which  otherwise  relate  to EXECUTIVE's performance of duties
under  this  Agreement.  EXECUTIVE further acknowledges and agrees that all such
documents  and  computer  records  are  EMPLOYER's  sole and exclusive property.

(12)     NOTICE.  All  notices,  demands and communications required, desired or
permitted  to be given hereunder shall be in writing and shall be deemed to have
been  duly  given on the date received, if delivered personally, or on the third
day  after  mailing,  if  sent  by  registered or certified mail, return receipt
requested,  postage  prepaid,  and addressed to the parties at the addresses set
forth  below or to such other person at such location as either party hereto may
subsequently  designate  in  a  similar  manner:

          EMPLOYER:                         EXECUTIVE:
          Central  Parking  System,  Inc.
          2401  21st  Avenue  South,  Suite  200
     Nashville,  Tennessee  37212
     Attn:  Monroe  J.  Carell,  Jr.

(13)     CONSTRUCTION  OF  AGREEMENT.  This  Agreement  shall  be  interpreted,
construed  and  governed by and under the laws of the State of Tennessee without
reference  to  the  choice  of  law  doctrine  of  such  state,  and  EXECUTIVE
unconditionally  submits  to the jurisdiction of the courts located in the State
of  Tennessee  in all matters relating to or arising from this Agreement, except
to the extent that an issue is subject to the arbitration clause set out herein.


<PAGE>
a.          If  any  provision  or  clause  of this Agreement or the application
thereof  to  either  party  is  held  to  be  invalid  by  a  court of competent
jurisdiction, then such provision shall be severed herefrom, and such invalidity
shall  not  affect  any  other provision of this Agreement, the balance of which
shall  remain  and  have  its  intended  full  force  and  effect.

b.          In  the  event  that  the  provisions  of  Sections  9 or 10 of this
Agreement  shall  ever  be  deemed  to  exceed  the  time or geographical limits
permitted  by  applicable  law,  then  such  provisions shall be reformed to the
maximum  time  and  geographical  limits  permitted  by  applicable  law.

c.          References  herein  to  "Sections" or "Subsections" mean the various
Sections  and  subsections  of  this  Agreement.  The headings and titles of the
Sections  of  this  Agreement  are  not  a  part  of this Agreement, but are for
convenience  only and are not intended to define, limit or construe the contents
of  the  various  Sections.  The  term  "including"  means  including,  without
limitation,  unless  the  context  clearly  indicates  otherwise.

d.          If  EXECUTIVE  defaults  in  the  performance  of  the  covenants,
agreements,  or  other  obligations  described  in  Sections  9  or  10  of this
Agreement,  then  in  addition  to  any  and  all other rights or remedies which
EMPLOYER  may  have  against  the EXECUTIVE, (i) EXECUTIVE will be liable to and
will  pay  to  EMPLOYER a sum equal to EMPLOYER's court costs and the reasonable
fees  of  its  attorneys  and  their  support  staff  incurred  in enforcing the
covenants,  agreements and other obligations set out in Sections 9 or 10 of this
Agreement; and (ii) EMPLOYER shall be entitled to discontinue the payment of the
Termination  Amount  and  to  institute  an action to recover any portion of the
Termination  Amount  already  paid  under  this  Agreement.

e.          EXECUTIVE  acknowledges  and agrees that it is impossible to measure
completely in money the damages which will accrue to EMPLOYER if EXECUTIVE shall
breach  or be in default of the provisions set forth in Sections 9 or 10 of this
Agreement.  Accordingly,  if  any  action  or  proceeding is instituted by or on
behalf  of  EMPLOYER  to  enforce  any  provisions  in  Sections 9 or 10 of this
Agreement,  EXECUTIVE  hereby  waives any claim or defense thereto that EMPLOYER
has  an  adequate  remedy at law or that EMPLOYER has not been, or is not being,
irreparably  injured  thereby.  The  rights and remedies of EMPLOYER pursuant to
this  Section are cumulative, in addition to, and shall not be deemed to exclude
any  other right or remedy which EMPLOYER may have pursuant to this Agreement or
otherwise,  at  law  or in equity, including, without limitation, the rights and
remedies  available  to  EMPLOYER  under  Tennessee  statutory  or  common  law.

(14)     ARBITRATION.  EXECUTIVE and EMPLOYER knowingly and voluntarily agree to
submit to binding arbitration any claims, disputes, or controversies arising out
of  or  relating  to  this employment relationship or this Agreement, or alleged
breach  thereof,  including  any  present  or  future  claim  of  employment
discrimination  by  EXECUTIVE  under  either  federal  or  state  law.  Although
workers'  compensation  issues  are  not  within  the  scope  of this provision,
workers'  compensation  retaliation  claims  are  intended  to  be  arbitrable.
Arbitration  shall serve as the exclusive forum for claims described above, with
the  exception  that  EMPLOYER  need  not  submit issues relating to a breach or
threatened  breach  of  Sections  9  or  10  to  arbitration.

Any  arbitration  under  this  Section  must be instituted within the applicable
statute  of  limitations  governing the dispute under state or federal law.  The
laws  of  the  State  of  Tennessee  shall  govern  all  issues relating to such
arbitration,  including but not limited to, the applicability and enforceability
of  this  arbitration provision, without reference to the choice of law doctrine
of  such state.  Such arbitration shall be conducted in Nashville, Tennessee (or
such  other  location  designated  by EMPLOYER) in accordance with the governing
rules of the Federal Mediation and Conciliation Service ("FMCS") then in effect,
except  for  any  rule  in  conflict  with this Section.  If for any reason FMCS
cannot  provide a panel from which to select an arbitrator, EMPLOYER may utilize
any  other  arbitrator  selection  services,  including the American Arbitration
Association.  One  arbitrator  shall  be  selected,  using an alternating-strike
method,  from  a  list  of arbitrators provided by FMCS.  EXECUTIVE and EMPLOYER
will  have  the right of representation of their own choosing at such hearing as
well  as the right to present and cross examine witnesses and to submit relevant
evidence.  Both  parties  shall have the right, unless waived at the hearing, to
file  a  post-hearing  brief  and  the  selected arbitrator shall not limit this
right.  Judgment  may  be  entered  on  the  arbitrator's  award in any court of
competent  jurisdiction.

The arbitrator shall have full and complete power to settle any claim presented,
including any federal or state claim of employment discrimination or retaliation
by  EXECUTIVE,  and  to  fashion an appropriate remedy.  However, the arbitrator
shall  not  have  the  power  to amend or modify this Agreement.  In any dispute
concerning  the  termination  of  EXECUTIVE,  the  arbitrator  may  not  award
reinstatement  or any other remedy unless he or she determines that EMPLOYER was
not  entitled  to  terminate EXECUTIVE under this Agreement.  Fees and costs for
the  arbitration  will be split equally between the parties; however, each party
will  be  responsible  for  their  own  attorney's  fees.

(15)     ENTIRE AGREEMENT.  This Agreement contains the entire agreement between
the  parties  hereto with respect to the subject matter hereof, and there are no
understandings,  representations  or  warranties of any kind between the parties
except  as  expressly  set  forth  herein.


<PAGE>
H:\Employment  Contracts\SVP  Contract

12/21/01                         Page  13
(16)     NO  ORAL  NOTIFICATION.  This Agreement may not be modified except by a
writing  duly  signed  by  both  parties  hereto.

(17)     NO  ASSIGNMENT.  Neither  this Agreement nor any right or obligation of
EXECUTIVE  hereunder  may  be  assigned  by  EXECUTIVE without the prior written
consent  of  EMPLOYER.  Subject  thereto,  this  Agreement and the covenants and
conditions  herein  contained shall inure to the benefit of and shall be binding
upon  the  parties hereto and their respective successors and permitted assigns.

(18)     All  references  herein  to payment or sums of money shall mean in U.S.
currency  only. All references herein to calendar year, month, week or day shall
mean  the  calendar  and  parts  thereof  as observed in the U.S. All references
herein  to  date  and time shall mean the date and time in Nashville, Tennessee.

(19)     This  Agreement  may be executed in any number of counterparts, each of
which  shall be deemed an original and all of which shall constitute one and the
same  agreement.

(20)     The waiver by either party of a breach or default by the other party of
any provision of this Agreement shall not operate or be construed as a waiver of
any  other,  continuing  or  subsequent  breach  or  default  by  such  party.

WITNESS  our  hands  the  day  and  date  first  above  written.

EMPLOYER:                                   EXECUTIVE:
CENTRAL  PARKING  SYSTEM,  INC.
                    ___________________________
                                        .
By:

Title:     _________________________________



12/21/01                         Page  11
EXHIBIT  10.1  (M)
                               EMPLOYMENT CONTRACT


THIS  AGREEMENT  made  and entered into effective this 4th day of June, 2001, by
and  between  CENTRAL  PARKING  SYSTEM,  INC.,  a Tennessee corporation with its
principal  place  of business in Nashville, Tennessee ("EMPLOYER"), and Hiram A.
Cox  ("EXECUTIVE").

     W  I  T  N  E  S  S  E  T  H:

WHEREAS,  EMPLOYER  desires to induce EXECUTIVE to serve as an executive officer
of  EMPLOYER;

WHEREAS,  EXECUTIVE  will  have  access  to  trade  secrets  and  confidential
information  of  EMPLOYER  including,  but not limited to, the terms of, and the
parties to, EMPLOYER's leases, management contracts and other contracts pursuant
to  which EMPLOYER operates its business, and EXECUTIVE will have the ability to
influence  the  goodwill  of  EMPLOYER  with  such  parties;

WHEREAS,  in  consideration  of  his  employment  at  will  upon  the  terms and
conditions hereinafter set forth, and the payment of the amounts hereinafter set
forth,  including  but  not  limited  to, the Termination Amount (as hereinafter
defined),  EXECUTIVE  has  agreed  to  be  bound  by  such terms and conditions,
including  but  not limited to, the restrictive covenants set forth hereinafter;

NOW,  THEREFORE,  in consideration of the mutual covenants contained herein, and
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged,  EMPLOYER  and  EXECUTIVE  agree  as  follows:

(1)     TITLE.  Subject  to the terms and conditions of this Agreement, EMPLOYER
does  hereby  employ EXECUTIVE during the Term (as defined below) as Senior Vice
President  and  Chief  Financial  Officer.

(2)     DUTIES.  EXECUTIVE  agrees to serve in such capacity, and to perform all
the  duties  required  thereof.  EXECUTIVE'S  duties and powers in that capacity
will  be determined by EMPLOYER, and are expected to include, but not be limited
to  (i)  ensuring  that  EMPLOYER's financial reporting processes are timely and
accurate and its accounting practices are in conformity with GAAP; (ii) ensuring
the  adequacy of the EMPLOYER's financial controls and policies; (iii) assisting
EMPLOYER in evaluating new business opportunities and potential acquisitions and
joint  ventures;  (iv)  establishing and maintaining relationships with bankers,
securities  analysts  and  the financial community as a whole; (v) directing the
selection,  hiring,  training  and  development  of  all  personnel  within  the
financial  function;  (vi) directing the budgeting process; and (vii) performing
such  other  duties  from  time  to  time  as  may  be  required  by  EMPLOYER.

(3)     COMPENSATION.  During  the  Term,  EMPLOYER  agrees to pay EXECUTIVE for
said  services  a  base salary ("Base Salary") of $350,000 gross per year (which
Base  Salary  for  FY2001 shall be prorated based on the period of time actually
worked by Executive in FY2001).  Base Salary shall be payable in accordance with
the ordinary payroll practices of EMPLOYER but no less frequently than biweekly.
Any  increase  in  Base Salary shall be in the discretion of EMPLOYER and, as so
increased,  shall  constitute  "Base  Salary"  hereunder.  During  the  Term, in
addition  to  his Base Salary, EXECUTIVE shall, with respect to each fiscal year
beginning  on  or  about  October 1, be eligible to receive an annual bonus (the
"Bonus")  with  a target amount of $200,000 based on the achievement of Employer
and individual objectives and in accordance with EMPLOYER's bonus program as may
be  in  effect from time-to-time.  Notwithstanding the above, EXECUTIVE shall be
entitled  to  a  bonus  of  $200,000  for the first twelve months of employment.
EXECUTIVE  may elect to draw, in advance, up to fifty percent (50%) of the Bonus
through  the  course  of EMPLOYER'S fiscal year.  Should such advance exceed the
amount  actually  due  EXECUTIVE  based on the computation of EXECUTIVE'S Bonus,
EXECUTIVE  agrees  to  repay  the borrowed amount upon notification by EMPLOYER.

     It  is  EMPLOYER'S  policy  that  bonuses  will not be earned by two people
during  a  job change transition period.  Therefore, in reference to EXECUTIVE'S
position,  if  the  outgoing  manager  is  to continue working for EMPLOYER in a
similar position or is promoted, then the outgoing manager will continue to earn
toward a bonus until leaving the current position, and the incoming manager will
not begin to earn toward a bonus until the day after the outgoing manager's last
day  in  the  position.  If the outgoing manager resigns, retires, or is removed
from the position, then the incoming manager will begin to earn toward the bonus
from  the  time  he  or she commences work and the outgoing person will not have
earned  any  bonus  attributable to the period in which he has not worked in the
position.

(4)     ADDITIONAL  COMPENSATION AND BENEFITS.  During the Term, EXECUTIVE shall
be  eligible to participate in any additional compensation and benefits plans or
programs  maintained  by  EMPLOYER  from  time  to  time  in  which other senior
executives  of  EMPLOYER  participate on terms comparable to those applicable to
such  other  senior executives generally (commensurate with EXECUTIVE's position
with  EMPLOYER).  EXECUTIVE  shall  be  eligible  to participate in the Deferred
Stock  Unit  Plan  upon  commencement  of  employment.

(5)     STOCK  OPTIONS.  Upon  the  commencement  of  EXECUTIVE's  employment,
EXECUTIVE  shall  receive  a  grant  of 30,000 non-qualified options to purchase
EMPLOYER's  common  stock under EMPLOYER'S 1995 Incentive and Nonqualified Stock
Option  Plan  for  Key Employees (the "Plan") at an exercise price of $18.26 per
share.  In accordance with the Plan, such stock options shall have a term of ten
(10)  years  and  shall vest ratably over a four-year period; provided, however,
that  in  the  event of EXECUTIVE'S termination without Cause or for Good Reason
(as such terms are defined below), all unvested options held by EXECUTIVE on the
termination  date  shall  continue  to vest during the one-year period following
termination  in  accordance  with  the  vesting  schedule  for  such options and
EXECUTIVE  shall  have  the  right  to  exercise  any vested options during such
one-year  period.

(6)     DEFERRED  STOCK UNITS.  Upon commencement of employment, EXECUTIVE shall
receive 20,000 deferred stock units ("DSUs").  The DSUs shall be granted subject
to  the  terms  and  conditions  set  forth  in  Exhibit  A  to  this Agreement.

     (7)     TERM.  This  Agreement  shall  continue through September 30, 2002;
provided,  however,  that the Term shall be automatically renewed for a one-year
period  on  October 1, 2002, and on each anniversary thereof and, as so renewed,
shall constitute the "Term" hereunder, unless EMPLOYER has notified EXECUTIVE in
writing prior to the thirty-day period ending on the expiration of the then Term
that  such Term shall not be so renewed and that EXECUTIVE's employment shall be
terminated.  Notwithstanding  the foregoing, this Agreement may be terminated at
any  time by either EMPLOYER or EXECUTIVE upon thirty days' prior written notice
(except  that such notice is not required in the event EXECUTIVE's employment is
terminated for Cause (as defined below)); provided, however, EMPLOYER retains in
its  sole  discretion the option to substitute for the thirty (30) days' written
notice of termination an amount of pay, with normal withholdings, as pay in lieu
of  notice.  Notwithstanding  any  of the foregoing, Sections 10, 11, 12, 13, 14
and  15  shall  survive  the  termination  of  this  Agreement.

(8)     EXTENT  OF  SERVICES.  EXECUTIVE  shall  devote his entire attention and
energy  to  the business and affairs of EMPLOYER and shall not be engaged in any
other  business  activity,  whether or not such business activity is pursued for
gain,  profit  or  other  pecuniary  advantage,  unless  EMPLOYER  consents  to
EXECUTIVE's  involvement  in such business activity in writing. This restriction
shall  not  be  construed as preventing EXECUTIVE from investing his assets in a
form  or  manner  that will not require EXECUTIVE's services in the operation of
any  of  the  companies  in  which  such  investments  are  made.

(9)     TERMINATION  OF  EMPLOYMENT.

9.1     Termination  without  Cause;  Resignation  for Good Reason.  (a)  In the
        ----------------------------------------------------------
event  that  EXECUTIVE's employment is terminated (i) by EMPLOYER other than for
Cause  (as  defined  below),  including without limitation a termination of this
Agreement  pursuant  to  a  notice  by  EMPLOYER  that the then Term will not be
renewed, and other than as a result of EXECUTIVE's death or Permanent Disability
(as  defined  below),  or  (ii) by EXECUTIVE for Good Reason (as defined below),
EXECUTIVE  shall  receive  the  following  amounts:

          (i)     a  cash lump sum payment in respect of EXECUTIVE's Base Salary
earned but not yet paid (the "Compensation Payment"), through the effective date
of  such  termination;

          (ii)     such  payments,  if  any, under applicable plans or programs,
including  but not limited to those referred to in Section 4 hereof, to which he
is  entitled  pursuant  to  the  terms  of  such  plans  or  programs;

          (iii)     an  amount  (the  "Termination Amount") equal to one hundred
and  twenty-five  percent  (125%)  of  EXECUTIVE's  Base  Salary;  and

          (iv)     the  Bonus  in  respect  of  the  fiscal  year  in  which his
termination of employment occurs, prorated by a fraction, the numerator of which
is the number of days from the beginning of the then current fiscal year through
and  including  the date of his termination and the denominator of which is 365,
less  any  amounts  drawn  in  advance  under  Section  3  of  this  Agreement.

          (b)     The  Compensation  Payment  shall  be  paid  by  EMPLOYER  to
EXECUTIVE  within  thirty  (30)  days  after  the  termination  of  EXECUTIVE's
employment  by check payable to the order of EXECUTIVE or by wire transfer to an
account  specified  by  EXECUTIVE.  The  Termination  Amount shall be payable in
equal  installments  during  the  one-year  period  following  termination  of
employment in accordance with the ordinary payroll practices of EMPLOYER, but no
less  frequently  than  bi-weekly.  The Bonus shall be paid following the end of
the  fiscal  year  in which EXECUTIVE's employment terminated in accordance with
EMPLOYER's  ordinary  practices,  but in no event later than December 15 of such
year.  Notwithstanding anything else herein to the contrary, EXECUTIVE shall not
be  entitled  to  receive the Termination Amount in the event he violates any of
the  covenants  set  forth  in  Sections  10  or  11  of  this  Agreement.

     (c)     For  purposes  of  this  Agreement,  "Good  Reason"  shall  mean  a
reduction  by  EMPLOYER  in excess of fifteen (15%) in the amount of EXECUTIVE's
Base  Salary  or  Bonus Potential (as defined below) unless the reduction in the
amount  of  Bonus Potential is part of a program in which the Bonus Potential of
at  least  ninety percent (90%) of the senior executives of EMPLOYER is reduced.
Bonus  Potential  means the amount of Bonus EXECUTIVE would earn if he meets the
budget  objectives  or other objectives as may be set forth in the bonus plan as
amended  from  time-to-time.  It  is  understood that the actual amount of Bonus
earned  by  EXECUTIVE  can vary from year to year depending upon performance and
such  variance, regardless of amount, shall not constitute "Good Reason."  It is
further understood that the amount of EXECUTIVE's Bonus Potential may be reduced
for  factors  such as the closure or loss of cities or locations, sale of cities
or  properties,  or  as  a  result  of  economic  conditions  and  that any such
reduction,  regardless  of  amount,  shall  not  constitute  "Good  Reason."

     9.2     Permanent Disability.  In the event that EXECUTIVE becomes disabled
             --------------------
during  the  Term  to  an extent which entitles him to benefits under EMPLOYER's
long-term  disability  benefit  plan  applicable  to  senior  executive officers
generally  as in effect on the date hereof ("Permanent Disability"), Executive's
employment  shall  terminate  automatically,  and  EXECUTIVE  shall  receive  or
commence  receiving,  as  soon  as  practicable:

          (i)     amounts  payable  pursuant  to  the  terms  of  a  long-term
disability  insurance  policy  or  similar  arrangement which EMPLOYER maintains
during  the  Term;

               (ii)     the  Compensation  Payment;

          (iii)     such  payments,  if any, under applicable plans or programs,
including  but not limited to those referred to in Section 4 hereof, to which he
is  entitled  pursuant  to  the  terms  of  such  plans  or  programs;  and

          (iv)     the  Bonus  in  respect  of  the  fiscal  year  in  which his
termination  occurs prorated by a fraction, the numerator of which is the number
of days from the beginning of the then current fiscal year through and including
the  date  of  his  termination  and  the  denominator of which is 365, less any
amounts  drawn  in  advance  under  Section  3  of  this  Agreement.
 .

     9.3     Death.  In  the  event  of  EXECUTIVE's  death  during  the  Term,
             -----
EXECUTIVE's  employment shall terminate automatically, and EXECUTIVE's estate or
designated  beneficiaries  shall  receive  or  commence  receiving,  as  soon as
practicable:

          (i)     any  death benefits provided under the employee benefit plans,
programs and practices referred to in Section 4 hereof, in accordance with their
terms;

          (ii)     the  Compensation  Payment;

          (iii)     such  payments,  if any, under applicable plans or programs,
including  but  not  limited  to those referred to in Section 4 hereof, to which
EXECUTIVE's  estate  or  designated  beneficiaries  are entitled pursuant to the
terms  of  such  plans  or  programs;  and

          (iv)     the  Bonus  in  respect of the fiscal year in which his death
occurs,  prorated  by  a  fraction, the numerator of which is the number of days
from  the  beginning  of  the then current fiscal year through and including the
date of his death and the denominator of which is 365, less any amounts drawn in
advance  under  Section  3  of  this  Agreement.

     9.4     Resignation  Without  Good  Reason.  In  the event that EXECUTIVE's
             ----------------------------------
employment  is terminated by EXECUTIVE other than for Good Reason and other than
as  a  result  of  EXECUTIVE's  death  or  Permanent Disability, EXECUTIVE shall
receive  the  following  amounts:

(i)     the  Compensation  Payment;

(ii)     such  payments,  if  any, under applicable plans or programs, including
but  not  limited  to  those  referred  to  in  Section 4 hereof, to which he is
entitled  pursuant  to  the  terms  of  such  plans  or  programs;  and

(iii)     the  Bonus  in  respect of the fiscal year in which his termination of
employment  occurs, prorated by a fraction, the numerator of which is the number
of days from the beginning of the then current fiscal year through and including
the  date  of  his  termination  and  the  denominator of which is 365, less any
amounts  drawn  in  advance  under  Section  3  of  this  Agreement.

     9.5     Termination  for Cause.  EMPLOYER shall have the right to terminate
             -----------------------
the employment of EXECUTIVE for Cause.  In the event that EXECUTIVE's employment
is  terminated  by  EMPLOYER  for  Cause,  EXECUTIVE  shall  only be entitled to
receive  the  following  amounts and shall not be entitled to the payment of any
other  compensation  otherwise  included  under  this  Agreement:

               (i)     the  Compensation  Payment;  and

          (ii)     such  payments,  if  any, under applicable plans or programs,
including  but not limited to those referred to in Section 4 hereof, to which he
is  entitled  pursuant  to  the  terms  of  such  plans  or  programs.

After  the  termination  of  EXECUTIVE's  employment under this Section 9.5, the
obligations  of  EMPLOYER  under  this Agreement to make any further payments or
provide  any  benefits  specified  herein to EXECUTIVE shall thereupon cease and
terminate.

     For  purposes  of  this  Agreement,  "Cause"  shall  be  defined as (i) the
commission  by  EXECUTIVE  of  an  act  involving  theft, embezzlement, fraud or
intentional mishandling of EMPLOYER funds; (ii) conviction of a criminal offense
which  adversely  affects  EXECUTIVE's  job-related  responsibilities;  (iii)  a
violation  by  EXECUTIVE of the covenants set forth in Sections 10 or 11 of this
Agreement;  or (iv) EXECUTIVE's deliberate and intentional continuing refusal to
substantially  perform  his  duties  and obligations, which continues beyond ten
days  after  a  written  demand  for  substantial  performance  is  delivered to
EXECUTIVE  by  EMPLOYER.

     9.6     Termination  Without Cause or Resignation for Good Reason Following
             -------------------------------------------------------------------
a  Change  in  Control.    (a)  In  the  event  that  EXECUTIVE's  employment is
-----------------------
terminated  within the two-year period following a Change in Control (as defined
--------
below)  (i)  by  EMPLOYER  other  than for Cause, including without limitation a
termination  of  this  Agreement  pursuant to a notice by EMPLOYER that the then
current  Term  will  not  be  renewed,  or  (ii)  by  EXECUTIVE for Good Reason,
EXECUTIVE  shall  receive  the  following  amounts:

               (i)     the  Compensation  Payment;

               (ii)     an  amount  equal  to  two  times  Base  Salary;

          (iii)     such  payment,  if  any, under applicable plans or programs,
including  but not limited to those referred to in Section 4 hereof, to which he
is  entitled  pursuant  to  the  terms  of  such  plans  or  programs;

          (iv)     the  Bonus  in  respect  of  the  fiscal  year  in  which his
termination of employment occurs, prorated by a fraction, the numerator of which
is  the number of days from the beginning of the current fiscal year through and
including  the date of his termination and the denominator of which is 365, less
any  amounts  drawn  in  advance  under  Section  3  of  this  Agreement;  and

          (v)     two  years  of  health  and  welfare benefits from the date of
termination.

With  regard  to  the Stock Options granted to EXECUTIVE under Section 5 of this
Agreement,  any  Stock  Options  not  assumed  or  substituted  by the surviving
corporation  in  a  transaction  resulting  in  a Change in Control shall become
immediately  vested  and  exercisable.

     (b)     For  purposes of this Agreement, "Change in Control" shall mean the
first  to  occur  of  the  following  events:

          (i)     the  consummation  of  a  plan  of liquidation with respect to
EMPLOYER;

          (ii)     the  sale or other divestiture of all or substantially all of
the  assets  (excluding the sale of assets in the ordinary course of business or
sale  and  leaseback  transactions  or  other  transactions  that  are primarily
financing  transactions)  of  EMPLOYER or of EMPLOYER and its direct or indirect
majority-owned  subsidiaries;

          (iii)     the acquisition by any person or affiliated group of persons
as  defined  in  Section  13(d)(3)  of  the  Securities Exchange Act of 1934, as
amended  (the  "1934  Act")  (other  than  Monroe Carell, Jr. and members of the
Carell  family,  related entities, affiliates, and trusts or foundations created
by  or for any of the foregoing) of common stock of EMPLOYER so that such person
or  affiliated group shall become the beneficial owner, as defined in Rule 13d-3
of the 1934 Act, directly or indirectly, of a majority of the outstanding voting
stock  of  EMPLOYER;  or

          (iv)     the  consummation  of  a  consolidation or merger of EMPLOYER
with  another  corporation,  unless  the  consummation  of such consolidation or
merger  would  result  in  the  stockholders of EMPLOYER immediately before such
consolidation  or merger owning, in the aggregate, more than fifty percent (50%)
of  the  outstanding voting stock of the surviving entity immediately after such
consolidation  or  merger.

9.7     Excise Tax Indemnification.     If the Internal Revenue Service asserts,
        ---------------------------
or  if  EXECUTIVE  or  EMPLOYER is advised in writing by a "Big Five" accounting
firm,  that any payment in the nature of compensation to, or for the benefit of,
EXECUTIVE  from  the  EMPLOYER  (or  any  successor  in interest) constitutes an
"excess  parachute  payment"  under  section  280G of the Internal Revenue Code,
whether  paid  pursuant  to this Agreement or any other agreement, and including
property  transfers pursuant to securities and other employee benefits that vest
upon  a  change  in  the  ownership  of  effective  control  of  the  EMPLOYER
(collectively,  the  "Excess  Parachute  Payments")  the  EMPLOYER  shall pay to
EXECUTIVE, on demand, a cash sum sufficient (on a grossed-up basis) to indemnify
EXECUTIVE  and  hold  him  harmless  from  the  following  (the  "Tax  Indemnity
Payment"):

          (i)     the  amount  of  excise tax under section 4999 of the Internal
Revenue  Code  on the entire amount of the Excess Parachute Payments and all Tax
Indemnity  Payments  to  EXECUTIVE  pursuant  to  this  Section  9.7;

          (ii)     the  amount  of all estimated local, state and federal income
taxes  on  all  Tax Indemnity Payments to EXECUTIVE pursuant to this Section 9.7
(determined  in  each  case  at  the  highest  marginal  tax  rate);  and

          (iii)     the  amount  of  any  fines, penalties or interest that have
been  or  potentially  will  be, assessed in respect of any excise or income tax
described  in  the  preceding  clauses  (i)  or  (ii);  so the amounts of Excess
Parachute Payments received by EXECUTIVE will not be diminished by an excise tax
imposed  under  section 4999 of the Internal Revenue Code or by any local, state
or  federal income tax payable in respect of the Tax Indemnity Payments received
by  EXECUTIVE  pursuant  to  this  Section  9.7.


(10)     RESTRICTIVE  COVENANTS.

     10.1.     Covenant  Not-to-Compete.     During  the  term of this Agreement
               -------------------------
and  for  a  period  of one (1) year after termination of employment (or one (1)
year  after  EMPLOYER  is granted injunctive relief to enforce the provisions of
this  Section, whichever is later), EXECUTIVE shall not, directly or indirectly,
either  as  an individual for his own account or as a consultant, partner, joint
venturer,  employee, agent, officer, director or shareholder, engage in the same
or  similar  business  of  EMPLOYER  or  any  of  its  parents,  subsidiaries,
partnerships,  joint  ventures,  affiliates  or  related companies (collectively
referred to hereinafter as "Affiliated Entities") within fifty (50) miles of the
perimeter  of any county or any independent city in which he is rendering or has
rendered  services  to  or  for  EMPLOYER  during  the  one-year period prior to
termination  of  his  employment.

     10.2     Non-solicitation  and Other Covenants.     During the term of this
              --------------------------------------
Agreement  and for a period of two (2) years after termination of employment (or
two  (2)  years  after  EMPLOYER  is  granted  injunctive  relief to enforce the
provisions  of  this Section, whichever is later), EXECUTIVE shall not, directly
or  indirectly,  either as an individual for his own account or as a consultant,
partner,  joint  venturer,  employee,  agent,  officer, director or shareholder:

          (i)     solicit  or  attempt  to  solicit  any  clients,  customers or
landlords  of EMPLOYER or any of its Affiliated Entities existing on the date of
EXECUTIVE's  termination with the intent or purpose to perform services for such
clients,  customers or landlords which are the same or similar to those provided
by  EMPLOYER  or  any  of  its  Affiliated  Entities, or encourage or attempt to
encourage  any such clients, customers or landlords to not continue or otherwise
modify  adversely  its  business  relationship  with  EMPLOYER or its Affiliated
Entities;

               (ii)     enter  into  any  lease,  sublease,  license  agreement,
services agreement, option agreement, management or operating agreement relating
to,  or  otherwise  acquire  any  rights  with  respect  to,  any of the parking
facilities  managed or operated by EMPLOYER or any of its Affiliated Entities on
the  date  of  EXECUTIVE's  termination;  or

          (iii)     engage,  hire, solicit or attempt to solicit for the purpose
of  hiring  or  engaging,  as  an  employee,  agent,  consultant,  independent
contractor,  or  in  any  other  capacity,  any  of EMPLOYER's or its Affiliated
Entities'  employees  or  consultants.

EXECUTIVE  acknowledges  and agrees that the provisions of Sections 10 and 11 of
this  Agreement  are  intended  to  protect  EMPLOYER's  interest  in  certain
confidential  information and established landlord, client and other contractual
relationships  and goodwill and that such provisions are reasonable and valid in
geographical  and  temporal  scope  and  in  all  other  respects.

(11)     CONFIDENTIAL  INFORMATION.  EXECUTIVE  acknowledges and agrees that all
information  of a technical or business nature, such as know-how, trade secrets,
business  plans,  data processes, techniques, financial information, information
regarding  clients,  customers, landlords, suppliers, consultants, joint venture
partners  and  employees,  contracts,  leases,  inventions,  sales and marketing
concepts,  discoveries,  formulae,  patterns,  and  devices  (collectively,  the
"Confidential  Information'')  acquired  by  EXECUTIVE  in  the  course  of  his
employment under this Agreement is valuable proprietary information of EMPLOYER.
EXECUTIVE  agrees that such Confidential Information, whether in written, verbal
or  model  form,  shall  not  be  disclosed  to anyone outside the employment of
EMPLOYER  without EMPLOYER's written consent unless the Confidential Information
has  been  made  generally  available  to  the  public  through  no fault of the
EXECUTIVE.

(12)     RETURN  OF  EMPLOYER  PROPERTY.  Upon  termination  of  EXECUTIVE's
employment with or without Cause, EXECUTIVE shall immediately return and deliver
to  EMPLOYER  and shall not retain any originals or copies of any books, papers,
price  lists,  customer  contracts,  bids,  customer  lists,  files,  notebooks,
computer  files,  computer  hardware  or  software,  or  any  other documents or
computer  records  which  are  EMPLOYER  property,  which  contains Confidential
Information,  or  which  otherwise  relate  to EXECUTIVE's performance of duties
under  this  Agreement.  EXECUTIVE further acknowledges and agrees that all such
documents  and  computer  records  are  EMPLOYER's  sole and exclusive property.

(13)     NOTICE.  All  notices,  demands and communications required, desired or
permitted  to be given hereunder shall be in writing and shall be deemed to have
been  duly  given on the date received, if delivered personally, or on the third
day  after  mailing,  if  sent  by  registered or certified mail, return receipt
requested,  postage  prepaid,  and addressed to the parties at the addresses set
forth  below or to such other person at such location as either party hereto may
subsequently  designate  in  a  similar  manner:

          EMPLOYER:                         EXECUTIVE:
          Central  Parking  System,  Inc.               Hiram  A.  Cox
          2401  21st  Avenue  South,  Suite  200          _________________
     Nashville,  Tennessee  37212               _________________
Attn:  Monroe  J.  Carell,  Jr.

(14)     CONSTRUCTION  OF  AGREEMENT.  This  Agreement  shall  be  interpreted,
construed  and  governed by and under the laws of the State of Tennessee without
reference  to  the  choice  of  law  doctrine  of  such  state,  and  EXECUTIVE
unconditionally  submits  to the jurisdiction of the courts located in the State
of  Tennessee  in all matters relating to or arising from this Agreement, except
to the extent that an issue is subject to the arbitration clause set out herein.


<PAGE>
a.          If  any  provision  or  clause  of this Agreement or the application
thereof  to  either  party  is  held  to  be  invalid  by  a  court of competent
jurisdiction, then such provision shall be severed herefrom, and such invalidity
shall  not  affect  any  other provision of this Agreement, the balance of which
shall  remain  and  have  its  intended  full  force  and  effect.

b.          In  the  event  that  the  provisions  of  Sections 10 or 11 of this
Agreement  shall  ever  be  deemed  to  exceed  the  time or geographical limits
permitted  by  applicable  law,  then  such  provisions shall be reformed to the
maximum  time  and  geographical  limits  permitted  by  applicable  law.

c.          References  herein  to  "Sections" or "Subsections" mean the various
Sections  and  subsections  of  this  Agreement.  The headings and titles of the
Sections  of  this  Agreement  are  not  a  part  of this Agreement, but are for
convenience  only and are not intended to define, limit or construe the contents
of  the  various  Sections.  The  term  "including"  means  including,  without
limitation,  unless  the  context  clearly  indicates  otherwise.

d.          If  EXECUTIVE  defaults  in  the  performance  of  the  covenants,
agreements,  or  other  obligations  described  in  Sections  10  or  11 of this
Agreement,  then  in  addition  to  any  and  all other rights or remedies which
EMPLOYER  may  have  against  the EXECUTIVE, (i) EXECUTIVE will be liable to and
will  pay  to  EMPLOYER a sum equal to EMPLOYER's court costs and the reasonable
fees  of  its  attorneys  and  their  support  staff  incurred  in enforcing the
covenants, agreements and other obligations set out in Sections 10 or 11 of this
Agreement; and (ii) EMPLOYER shall be entitled to discontinue the payment of the
Termination  Amount  and  to  institute  an action to recover any portion of the
Termination  Amount  already  paid  under  this  Agreement.

e.          EXECUTIVE  acknowledges  and agrees that it is impossible to measure
completely in money the damages which will accrue to EMPLOYER if EXECUTIVE shall
breach or be in default of the provisions set forth in Sections 10 or 11 of this
Agreement.  Accordingly,  if  any  action  or  proceeding is instituted by or on
behalf  of  EMPLOYER  to  enforce  any  provisions  in Sections 10 or 11 of this
Agreement,  EXECUTIVE  hereby  waives any claim or defense thereto that EMPLOYER
has  an  adequate  remedy at law or that EMPLOYER has not been, or is not being,
irreparably  injured  thereby.  The  rights and remedies of EMPLOYER pursuant to
this  Section are cumulative, in addition to, and shall not be deemed to exclude
any  other right or remedy which EMPLOYER may have pursuant to this Agreement or
otherwise,  at  law  or in equity, including, without limitation, the rights and
remedies  available  to  EMPLOYER  under  Tennessee  statutory  or  common  law.

(15)     ARBITRATION.  EXECUTIVE and EMPLOYER knowingly and voluntarily agree to
submit to binding arbitration any claims, disputes, or controversies arising out
of  or  relating  to  this employment relationship or this Agreement, or alleged
breach  thereof,  including  any  present  or  future  claim  of  employment
discrimination  by  EXECUTIVE  under  either  federal  or  state  law.  Although
workers'  compensation  issues  are  not  within  the  scope  of this provision,
workers'  compensation  retaliation  claims  are  intended  to  be  arbitrable.
Arbitration  shall serve as the exclusive forum for claims described above, with
the  exception  that  EMPLOYER  need  not  submit issues relating to a breach or
threatened  breach  of  Sections  10  or  11  to  arbitration.

Any  arbitration  under  this  Section  must be instituted within the applicable
statute  of  limitations  governing the dispute under state or federal law.  The
laws  of  the  State  of  Tennessee  shall  govern  all  issues relating to such
arbitration,  including but not limited to, the applicability and enforceability
of  this  arbitration provision, without reference to the choice of law doctrine
of  such state.  Such arbitration shall be conducted in Nashville, Tennessee (or
such  other  location  designated  by EMPLOYER) in accordance with the governing
rules of the Federal Mediation and Conciliation Service ("FMCS") then in effect,
except  for  any  rule  in  conflict  with this Section.  If for any reason FMCS
cannot  provide a panel from which to select an arbitrator, EMPLOYER may utilize
any  other  arbitrator  selection  services,  including the American Arbitration
Association.  One  arbitrator  shall  be  selected,  using an alternating-strike
method,  from  a  list  of arbitrators provided by FMCS.  EXECUTIVE and EMPLOYER
will  have  the right of representation of their own choosing at such hearing as
well  as the right to present and cross examine witnesses and to submit relevant
evidence.  Both  parties  shall have the right, unless waived at the hearing, to
file  a  post-hearing  brief  and  the  selected arbitrator shall not limit this
right.  Judgment  may  be  entered  on  the  arbitrator's  award in any court of
competent  jurisdiction.

The arbitrator shall have full and complete power to settle any claim presented,
including any federal or state claim of employment discrimination or retaliation
by  EXECUTIVE,  and  to  fashion an appropriate remedy.  However, the arbitrator
shall  not  have  the  power  to amend or modify this Agreement.  In any dispute
concerning  the  termination  of  EXECUTIVE,  the  arbitrator  may  not  award
reinstatement  or any other remedy unless he or she determines that EMPLOYER was
not  entitled  to  terminate EXECUTIVE under this Agreement.  Fees and costs for
the  arbitration  will be split equally between the parties; however, each party
will  be  responsible  for  their  own  attorney's  fees.

(16)     ENTIRE AGREEMENT.  This Agreement contains the entire agreement between
the  parties  hereto with respect to the subject matter hereof, and there are no
understandings,  representations  or  warranties of any kind between the parties
except  as  expressly  set  forth  herein.


<PAGE>
12/21/01                         Page  17
(17)     NO  ORAL  NOTIFICATION.  This Agreement may not be modified except by a
writing  duly  signed  by  both  parties  hereto.

(18)     NO  ASSIGNMENT.  Neither  this Agreement nor any right or obligation of
EXECUTIVE  hereunder  may  be  assigned  by  EXECUTIVE without the prior written
consent  of  EMPLOYER.  Subject  thereto,  this  Agreement and the covenants and
conditions  herein  contained shall inure to the benefit of and shall be binding
upon  the  parties hereto and their respective successors and permitted assigns.

(19)     All  references  herein  to payment or sums of money shall mean in U.S.
currency  only. All references herein to calendar year, month, week or day shall
mean  the  calendar  and  parts  thereof  as observed in the U.S. All references
herein  to  date  and time shall mean the date and time in Nashville, Tennessee.

(20)     This  Agreement  may be executed in any number of counterparts, each of
which  shall be deemed an original and all of which shall constitute one and the
same  agreement.

(21)     The waiver by either party of a breach or default by the other party of
any provision of this Agreement shall not operate or be construed as a waiver of
any  other,  continuing  or  subsequent  breach  or  default  by  such  party.

WITNESS  our  hands  the  day  and  date  first  above  written.

EMPLOYER:                                   EXECUTIVE:
CENTRAL  PARKING  SYSTEM,  INC.
                                                     /s/  Hiram  A.  Cox
                                                      -------------------
                                                      Hiram  A.  Cox
By:     /s/  William  J.  Vareschi,  Jr.
        --------------------------------

Title:     Vice  Chairman  and  Chief  Executive  Officer
           ----------------------------------------------




EXHIBIT  10.1  (N)
                           CENTRAL PARKING CORPORATION
                            DEFERRED STOCK UNIT PLAN



SUMMARY  OF  PLAN  CHANGES
--------------------------

     The  "automatic" deferral of 10% of total compensation has been eliminated.
Participation  is  strictly  voluntary.
     The  threshold  (minimum level) for participation has been lowered to 5% of
participant's  total  cash  compensation  (base  and  bonus).
     You  have  the option of deferring a percentage of base salary, bonus, or a
combination  (whichever form of compensation is deferred, the threshold of 5% of
total  compensation  must  be  met).
     Deferrals are deducted from base salary and bonus draw (if applicable) on a
paycheck-by-paycheck basis throughout the year.  If you elect to defer only from
bonus  and  no  "draw"  is taken, the deferral deduction is made at the time the
bonus  is  paid  (December  15).
     For  deferrals  during  the  year (base pay and bonus draw), Deferred Stock
Units  (DSUs)  will  be credited monthly based on the closing stock price on the
                                 -------
last  trading  day  in  the  month.
     For  deferrals  from bonus paid on December 15, DSUs will be credited based
on the average of the twelve monthly stock prices used to credit DSUs during the
       ------------------------------------------
fiscal  year.
     The  company  will match deferrals beginning with the first dollar deferred
                                                           ---------------------
into  the  plan  as  follows:
-     The  first  20%  of  total  compensation will be matched at a rate of 25%.
-     Deferrals in excess of 20% of total compensation will be matched at a rate
of  50%.
As before, the company match will be in the form of premium DSUs that vest, on a
pro  rata  basis,  over  a  four-year  period.
     Shares of Central Parking Common Stock equal in amount to the DSUs credited
to your account will be purchased in the open market on a monthly basis and will
be  held  in  a  trust  for  the  benefit  of  participants.
     All  payouts  under  the  plan  will be in shares of Central Parking Common
Stock.
     Participants  will  receive  quarterly  statements.

<PAGE>

SUMMARY  OF  OTHER  KEY  PROVISIONS
-----------------------------------

     Participants  may defer up to 50% of total cash compensation into the plan.
     Amounts  deferred  into  the plan are "pre-tax" and Federal income taxes on
account  balances  are  deferred  until  your  account  balance  is  paid  out.
     Your  account  is  credited with dividend equivalents at the time dividends
are  paid  on  the  company's  common  stock.
     Amounts  deferred under the plan are paid out upon the earliest to occur of
the  following:
-     Retirement
-     Death
-     Termination  of  Employment
-     Change  in  Control,  or
-     Date pre-selected by participant (must be at least four years from date of
                                        ----------------------------------------
deferral).
--------
     You  may  elect to receive payment of your account balance in a lump sum or
semi-annual  installments  (not  to  exceed  10).
     Premium units are subject to forfeiture in the event a participant violates
his  non-compete  obligations  to  the  company.



EXHIBIT  10.6
                              MANAGEMENT AGREEMENT

THIS  AGREEMENT,  entered  into  as  of __________ day of _____________, 20____,
                                        ----------        -------------    ----
between  ________________________,  a  Corporation,  herein  called  "Agent" and
Central  Parking  System of          , Inc. a                corporation, herein
called  "Manager":

                                   WITNESSETH:

1.     Agent  hereby  contracts  with  Manager  under the terms, conditions, and
provisions hereinafter set out for Manager to operate a certain Parking Facility
located  in  _____________________,  known  as  ___________________,  which will
                                                -------------------
hereinafter  be  referred  to  as  the  "Parking  Facility".

2.     The  term  of this contract shall commence on ______________________, and
                                                     ----------------------
shall  continue  in effect for a period of                months from said date.

3.     The Parking Facility is to be operated by Manager as a commercial parking
garage, and shall be used for no other purpose without prior written approval of
Agent.

4.     Manager  agrees  to  set  aside  the  necessary  space  to  protect  any
commitments  made to the tenants of, or in connection with, the operation of the
_______________________________,  and Manager agrees to honor any allocations of
-------------------------------
space  that  Agent  deems  necessary;  and Manager agrees to operate the Parking
Facility  in  a manner consistent with satisfying as efficiently as possible the
parking  demands  generated  by                    .

5.     This  Agreement  shall  not  be assigned nor subcontracted in whole or in
part  without  the  written  consent  of  Agent.

6.     Gross  Revenues, Operating Expenses, and Operating Surplus are defined as
follows:

(a)     "Gross Revenues" shall include all revenues received by Manager or Agent
(excluding  all  sales  taxes  or  other  charges required to be remitted to any
governmental  agency),  and  the  value  of  all  discounted, validated and free
parking  granted  by Agent from the parking of vehicles in the Parking Facility,
as  well  as  income from vending machines, pay telephone commissions, and other
income  approved  by  Agent.  Any  revenues collected directly by Agent shall be
accurately  reported  to  Manager.

(b)     "Operating  Expenses"  shall  include  all  ordinary  direct expenses of
operating  the  Parking  Facility  other than those of a capital cost nature and
those  defined  in  paragraph  (c)  herein,  including, without restricting, the
generality  of  the  foregoing:

1)     Wages  of  supervisory  personnel  assigned  to  the  Parking  Facility,
attendants,  cashiers,  clerical  and  audit  staff  including  monetary  fringe
benefits  such  as  workers' compensation insurance at the State manual rate for
parking  attendants,  unemployment  insurance,  social  security,  hospital  and
sickness  insurance,  and  pension  costs;

2)     Telephone  expenses;

3)     Business  taxes,  other  than  franchise  taxes  on  income  or  profits;

4)     License  and  permits;

5)     Advertising  and  promotion  costs;

6)     Insurance  to  the  extent  required  of  Manager  in  this  Agreement;

7)     Sundry  items  such  as  uniforms,  tickets  and  janitorial  supplies;

8)     Payroll  processing  and  accounts  receivable  processing  expense;

9)     Voluntary  settlement  of  patrons'  claims for vehicle damage or loss of
contents  provided  that  the  same has been authorized by Agent and approved by
Manager;

10)     Normal  maintenance  and  repairs of the Parking Facility including snow
removal, repainting of stall markings, replacement or repair of signs and ticket
dispensing  equipment;

11)     Legal  or  audit  charges  directly attributable to the operation of the
Parking  Facility other than those performed by the staff of Agent or Manager if
approved  in  advance  by  the  Agent;

12)     The  costs  of  special  audits  to  be  performed  from time to time by
Manager's  staff  auditor for the mutual benefit of Agent and Manager; provided,
however,  that  the  time  and  manner of the taking of the audit is approved by
Agent  in  advance.  Costs qualifying as Operating Expense shall be limited to a
mutually  agreed  upon  per  diem  rate and actual out-of-pocket expenses of the
auditor  during  the  period  of  an  approved  special  audit;

13)     Payment  of  the "deductible" amount of insurance claims settlement, and
payment  of  claims  in  excess  of  policy  limits;


(c)     Certain costs are specifically excluded from the definition of Operating
Expenses  for the purpose of this Agreement and shall be borne by the respective
parties.  The  expenses  of  the  Manger are those set forth in Schedule A.  The
expenses  of  the  Agent  are  those  set  forth  in  Schedule  B.

(d)     "Operating Surplus" shall be defined as "Gross Revenues" less "Operating
Expenses."

(e)     Manager  shall  provide  consulting  and  advisory  services  to  Agent
concerning  the  Parking  Facility  without  additional  charge  except  for
reimbursement  of  out-of-pocket  expenses  such as postage, printing and supply
charges,  phone charges, drafting expenses in connection with the performance of
services  requested  or  required  by Agent, and any other similar out-of-pocket
expenses.  Such  expenses  shall  be  supported  by  cash  receipts  or  other
documentary  proof  of  payment.

7.     Manager  covenants  that  it will collect or cause to be collected all of
the  gross  receipts  from  the  operation and use of the Parking Facility.  The
gross  receipts  for  each  month's operation shall thereafter, on or before the
twentieth  (20th)  day  of  the  succeeding  month,  be  disbursed by Manager as
follows:

(a)     Manager  shall  pay  all  Operating  Expenses,

(b)     Manager  shall then pay to itself out of the Gross Revenue the following
amount:

For  each month commencing with the date of this Agreement a minimum monthly fee
of               ,  plus  an  amount  equal  to                percent
(_____________%)  of  monthly  Operating  Surplus,  in  excess  of
________________________.
                    -----

(c)     After  payment  of  the  amounts  as  directed in (a) and (b) above, the
balance  of  the Operating Surplus shall be paid to Agent monthly in conjunction
with  Manager's  monthly  report  to  Agent listing Gross Revenues and Operating
Expenses  generated  by  the  Parking  Facility  in the preceding calendar month
("Monthly  Report").  The  Monthly Report is to be submitted by Manager for each
month  of  the  term  hereof  by the twentieth (20th) day of the next succeeding
calendar  month.

(d)     If  the  Gross  Revenues  for  any  month  are  insufficient to make the
payments  required  under subparagraphs (a) and (b) above, Agent agrees to remit
to  Manager  the  amount  of  such deficit within ten (10) days after receipt of
Manager's report.  In the event Agent fails to reimburse Manager within said ten
(10)  day period, and Agent does not remedy such failure within five (5) days of
receipt  of  written  notice  from Manager, then Manager shall have the right to
terminate  this  Agreement  with  immediate  effect.

(d)     <ALTERNATIVE>  Upon  execution  of  this  Agreement, Agent shall deposit
with  Manager  an  "Operating  Advance"  equal to three (3)  months of estimated
Operating  Expenses ($________).  The Operating Advance shall be used by Manager
to  pay the monthly Operating Expenses.  Agent shall remit to Manager the amount
of  Operating  Expenses  disbursed  by Manager in the preceding month within ten
(10)  days  after  receipt  of each Monthly Report.  In the event Agent fails to
reimburse Manager within the ten (10) day period, and Agent does not remedy such
failure  within  five  (5)  days of receipt of written notice from Manager, then
Manager  shall have the right to terminate this Agreement with immediate effect.
Upon  termination of this Agreement, Manager shall return to Agent the remaining
balance  of  the  Operating  Advance  after  payment  of all Operating Expenses.

8.     Manager agrees to operate the Parking Facility in an efficient manner and
to operate same on all days and at all hours customary in the trade commensurate
with  parking  demand  in  the  area  and such operation shall be continuous, as
herein provided, unless Agent shall otherwise agree in writing.  Manager further
agrees  that  charges  for  parking in the Parking facility will be commensurate
with  the  demand for parking space and in accord with existing parking rates in
the  area  and  such  rates  shall not be varied without written approval of the
Agent.

9.     Manager  agrees  that  it  will  keep  records  for one (1) year of Gross
Revenue  and  Operating  Expenses  pertaining  to  the  operation of the Parking
Facility.

10.     It is understood and agreed that Agent in no event shall be construed to
be a partner or associate of Manager in the operation of the Parking Facility or
the  conduct  of  Manager's  business thereon, nor shall Agent be liable for any
debts  incurred  by  Manager.

11.     Agent  agrees  to  maintain  the sidewalks and curb cuts adjacent to the
Parking  Facility in accordance with applicable municipal statutes.  Agent shall
also  be  responsible  for  all  Parking Facility repairs of a structural nature
including,  but  not limited to: electrical, plumbing, pavement repair, painting
of  the  structure,  replacement  of  all  mercury  or sodium lighting tubes and
ballasts,  repairs  to  the walls and floors of the Parking Facility, sinkholes,
and  maintenance  of  ventilation  system  and elevators.  Manager agrees to use
reasonable  diligence  in the care and protection of the Parking Facility during
the  term  of  this  Agreement  and  to  surrender  the  Parking Facility at the
termination  of  this  Agreement in as good condition as received, ordinary wear
and  tear  and  other  casualty  excepted.

Any structural, mechanical, electrical or other installations or any alterations
required  by  statutes  or  regulations pertaining to air quality, environmental
protection,  provisions  for  persons  with  disabilities  or  other  similar
governmental  requirements  shall  be  the  sole  responsibility  of  Agent.

12.     Upon  completion  of  the  initial  term of this Agreement, and again on
every subsequent anniversary date, this Agreement shall be automatically renewed
for  additional  one-year periods, unless either party shall give written notice
to  the  other,  at least sixty (60) days prior to the expiration of the initial
term  or  any  renewal  hereof,  that  the  Agreement  shall not be so extended.

13.     In  the  event  Manager shall intentionally fail to fully and faithfully
deposit  all  the  receipts  from the operation of the Parking Facility or shall
intentionally  fail  to disburse same only in the manner provided for herein, or
in  the  event  Manager  shall  become  bankrupt  or  insolvent,  or  suffer the
appointment of a receiver, or make an assignment for creditors, Agent shall have
the  right to forthwith terminate this Agreement, regain immediate possession of
the  Parking  Facility, and hold the Manager liable for any damages resulting to
Agent.

14.     Manager  agrees  to  keep  the  Parking  facility at all times in clean,
presentable  and  sanitary  condition  and  not to permit anything thereon which
would  vitiate  any insurance carried by Agent on the Parking Facility.  Manager
further  agrees to comply with all governmental laws, ordinances and regulations
pertaining  to  the  conduct  of  Manager's  business  thereon.

15.     Manager  agrees  to  carry public liability insurance in such amounts as
shown  below,  to  pay  all  the  premiums  thereon  when due, and to cause such
insurance  to  name  the Agent as additional insured thereunder (with respect to
Manager's  operations  only).

Commercial  General  Liability     $1,000,000  combined  single  limit  each
occurrence  for  bodily  injury  and  property  damage.

Umbrella  Excess  Coverage     $10,000,000

Garagekeeper's  Legal  Liability     $10,000,000  combined  single  limit  each
occurrence

Crime:  Policy  Limits:     $50,000  commercial  blanket
$50,000  broad  form  money  inside
$50,000  broad  form  money  outside

Workers'  Compensation:
Policy  Limits:                    Coverage  A  -  Statutory
Coverage  B  -  $100,000


Agent  shall obtain and maintain liability insurance on elevators in the Parking
Facility  naming  Agent  and  Manager  as  insured.

Agent  shall  obtain  fire  and extended coverage insurance covering the Parking
Facility  and  the  equipment  contained  therein.

All  insurance  coverages  are  subject  to  a  deductible  amount not to exceed
$2,500.00,  except  Workers'  Compensation  which  deductible  shall  be $0, and
insurance  for  stolen  vehicles,  which deductible shall be $5000, and that the
payment  of the deductible amount will be considered an Operating Expense of the
Parking  Facility.  Any  losses  not  covered  by  the  above  insurance  shall
constitute  expenses  of  the  Agent.

16.     Manager shall defend, indemnify and hold Agent harmless from and against
any and all actions, costs, claims, losses, expense and/or damages, sustained by
Agent  attributable  to the recklessness, carelessness, or negligence of Manager
or  any  of its agents, servants or employees from any cause, including, without
limitation  by  specification,  property  damage  and/or  injury or death to any
person  or persons.  Agent shall defend, indemnify and hold Manger harmless from
and  against any and all actions, costs, claims, losses, expense and/or damages,
sustained  by  Manager  attributable  to  the  recklessness,  carelessness,  or
negligence  of Agent or any of its agents, servants or employees from any cause,
including, without limitation by specification, property damage and/or injury or
death  to  any  person  or  persons.

It  is  agreed that any actions, costs, claims, losses, expenses, and/or damages
resulting  from design or structural faults or defects are the responsibility of
Agent.

Agent  expressly  acknowledges that the Manager's obligations in connection with
the  management, operation and promotion of the Parking Facility, and employment
of  persons  in  connection  therewith, do not include the rendition of service,
supervision,  or  furnishing of personnel in connection with the personal safety
and security of employees, tenants, customers, or other persons within and about
the  Parking  Facility.  Manager does not have knowledge or expertise as a guard
or  security  service,  and  does  not employ personnel for that purpose, nor do
Manager's  employees  undertake  the  obligation  to  guard or protect customers
against  the  intentional  acts  of  third  parties.  Agent  shall determine, at
Agent's  discretion,  whether  and  to  what  extent any precautionary warnings,
security devices, or security services may be required to protect patrons in and
about  the  Parking  Facility.  Agent  further  agrees  to indemnify and to hold
harmless  Manager  from  and against any claims, demands, suits, liabilities, or
judgments  arising  from  Manager's  alleged  failure  to  warn, to guard, or to
protect  persons  in  or about the Parking Facility from and against intentional
threats,  harm, or injury, except for such threats, harm or injury intentionally
committed  by  Manager  or  Manager's  employees.

Agent  agrees  to reimburse Manager for any expense or cost the latter incurs in
defense  of  any  claim,  action,  proceeding or charge against Manager or Agent
jointly  or  severally  arising  out  of  or  based  upon  any  law, regulation,
requirement,  contract  or  award  relating  to  hours  of  employment,  working
conditions,  wages  and/or  compensation  of  employees  or  former employees of
Manager  at  the Parking Facility, provided Manager is not found to be at fault.
It  is  agreed  that  any  judgments,  awards or settlements arising out of such
claims,  actions,  proceedings or charges that represent wage payments are to be
treated  as  Operating  Expenses.

[OPTIONAL-FOR  MULTI-STORY  FACILITIES]
It  is  understood  and agreed that the Parking Facility is burdened with pipes,
conduits,  and  lines necessary for utility services to Agent's building.  Agent
does  hereby  agree  to  save  harmless, protect, and indemnify Manager from and
against  any  and  all liability, claims, causes of action, and costs, including
loss  of  revenue by Manager, arising from, out of, or because of, the existence
of  pipes,  conduits,  and  lines  in the Parking Facility unless the same shall
result  from  negligent  actions of Manager, its servants, agents, or employees.

[OPTIONAL-FOR  HOTEL  VALET]
It  is  understood  and  agreed  that  certain customers may wish to leave their
automobiles  in the charge of the hotel doorman rather than having said vehicles
parked by the valet service to be provided by Manager.  Any loss of or damage to
vehicles  left  with the hotel doorman will be the responsibility of Agent.  The
Agent  will  be responsible for cars that are in the front drive that are not to
be  parked  in  the  Parking  Facility  or for which a claim ticket has not been
issued.  Customer  cars  that  are  parked in the Parking Facility are to be the
responsibility of the Manager from the time they arrive at the front drive until
the  time  they  are  returned  to  the  customer.  Furthermore, Manager will be
responsible  for  vehicles for which a ticket has been issued or which are to be
parked  by  Manager  in  the  Parking  Facility.

The  party  responsible for loss of or damage to vehicles as outlined above will
be  responsible  for  handling  the defense of both the Manager and Agent in the
event  of  any  claim  being  presented based upon loss of or damage to customer
vehicle.

17.     Agent for itself and on behalf of the Agent of the Parking Facility does
hereby  waive  all rights of recovery, if any, against Manager for damage to, or
destruction  of, the Parking Facility in the event such damage or destruction is
caused  by fire or other casualty which can be covered under a standard fire and
extended  coverage  insurance  policy.

18.     Either  party  shall  have  the right to terminate this Agreement in the
event  the  other  party  has  failed to perform any of the terms and conditions
specified  herein,  if  said  failure  has  been  called to the attention of the
responsible party in writing via certified mail and that party has not corrected
said  failure within thirty (30) days of receipt of written notice (except as is
provided  in  paragraphs 7(d).  In the event of such termination, Manager agrees
to  vacate  the  Parking  Facility by midnight of the thirtieth (30th) day after
delivery  of  said  notice.  In  the  event  a  suit is brought as a result of a
default  or  breach  of this Agreement, the prevailing party will be entitled to
recover  its  reasonable  attorneys'  fees  and  expenses  from the other party.

19.     Agent  shall have the right to enter and inspect the Parking Facility at
all  reasonable  times.

20.     Agent  and  Manager  agree  that, during the term of this Agreement, all
personnel  employed  by  Manager to operate the Parking Facility shall be solely
the  employees of Manager and shall have no contractual relationship with Agent.
In  addition,  Agent agrees, during the term of this Agreement, that it will not
enter  into  any  negotiations,  communications,  or other actions which have as
their  intended  consequence  to  induce  any such person employed by Manager to
enter  the  employ  of  Agent,  in  any  capacity  whatsoever.

21.     Notwithstanding  all  provisions  of  this  Agreement,  it  is  mutually
understood  between the parties hereto, that this Agreement shall not in any way
be  construed  to be a lease, but is merely a recitation of contract provisions.

22.     Notice to both Agent and Manager shall be sent by certified mail, return
receipt  requested,  to  the  following  addresses:

If  to  Agent:
_____________________
_____________________
_____________________

If  to  Manager:

Monroe  J.  Carell,  Jr.
Chairman  &  CEO
Central  Parking  System,  Inc.
2401  21st  Avenue  South
Suite  200
Nashville,  TN  37212










IN  WITNESS  WHEREOF,  Agent  has  caused  this instrument to be executed in its
corporate  name by its duly authorized officer, and Manager has hereunto set his
hand  the  day  and  date  first  above  written.

ATTEST:                         AGENT:
___________________________
___________________________



By:                         By:





ATTEST:                         MANAGER:

CENTRAL  PARKING  SYSTEM  OF
_____________________,  INC.



By:                         By:
          Monroe  J.  Carell,  Jr.
     Chairman  and  CEO

APPROVED:





<PAGE>
                                   SCHEDULE A

                               EXPENSES OF MANAGER
                               -------------------

1.     Salaries, travel and accommodation expenses of all executive personnel of
Manager.

2.     General  and administrative expenses of Manager not allocable directly to
operations  at  the  Parking  Facility.

3.     Personal  property  taxes  of  Manager's  property.


<PAGE>
                                   SCHEDULE B

                                EXPENSES OF AGENT
                                -----------------

1.     Real  and  personal  property  taxes  of  Agent's  property.

2.     All claims, expenses and/or damages arising from, or caused by structural
or  design  deficiencies  or by improper work or supervision during construction
including,  without  limitation, settlement, collapse or inadequacy of structure
or  equipment,  and  all  repairs  related  thereto.

3.     Debt  service  with  respect  to  land,  building  and  equipment.

4.     Costs  of  legal  and  auditing  fees  of  Agent.

5.     Salaries  and  wages  of  all  employees  of  Agent.

6.     Costs  incurred  by  Agent  in the supervision of obligations of Manager.

7.     Costs  of  maintaining  elevators,  sprinkler  and  ventilation  systems.

8.     Utilities  expense  of  the  Parking  Facility.

9.     Capital  expenditures,  improvements,  alterations, additions and all new
equipment,  including  all  architectural  and  engineering  fees  in connection
therewith.

10.     Costs  of  payroll  and  equipment  of  security  personnel.

11.     Cost  of  premiums  for  fire  and  extended  coverage  insurance.




EXHIBIT  10.7
                                 LEASE AGREEMENT

This  Lease  Agreement  (hereinafter  referred  to  as  the "Lease") is made and
entered  into  this  ______  day  of  _____________,  20___,  by  and  between
____________________  (hereinafter referred to as "Lessor"), and Central Parking
System  of  _______________,  Inc.  a  ______________  corporation  (hereinafter
referred  to  as  "Lessee").

                              W I T N E S S E T H:
                              --------------------

1.     DESCRIPTION:
       -----------

Lessor  hereby  leases  to Lessee for use as a parking _________ a tract of real
estate  known  as  ________________________________  and  located  in
______________________________________________,  more fully described in Exhibit
A  -  Legal Description attached hereto, together with all improvements thereon,
and  appurtenances  thereto,  hereinafter  referred  to  as  the  "Premises".

2.     QUIET  POSSESSION:
       -----------------

Lessor  covenants  that  it  has  fee  simple  title to the Premises, and Lessor
covenants  and  agrees with Lessee that so long as Lessee keeps and performs all
the  covenants  and  conditions to be kept and performed by Lessee, Lessee shall
have  quiet, undisturbed and continued possession of the Premises, free from all
claims  of  any  kind,  nature  or  description.

3.     TERM:
       ----

This  Lease  shall  commence  on  _________________ and continue for a period of
__________  years  through  ________________.

<OPTIONAL>  In  the  event  this  Lease  is  terminated  for any reason prior to
_______,  Lessor  shall  pay  to  Lessee  the unamortized portion of any capital
improvements  approved  by  Lessor  and  made  by  Lessee  to  the  Premises.

<OPTIONAL  TO  END  OF  PARAGRAPH>  If  Lessee  shall have complied with all the
provisions  of  this  Lease,  it  shall have an option to renew the term of this
Lease  for  an  additional  period  of  ___________  years on the same terms and
conditions,  providing  that Lessee shall notify Lessor in writing not less than
sixty (60) days prior to the expiration of the initial ________ year term hereof
of  Lessee's  intention  to  renew  this  Lease.

4.     RENTAL:
       ------

A.     GUARANTEED  RENT  -  Lessee  covenants and agrees to pay Lessor an annual
rental  of  ____________________________  in  equal, advance monthly payments of
________________  on  the  fifteenth  day  of each month during the term of this
Lease.  The rent shall be prorated for any partial month at the beginning or end
of  the  term  hereof.

<OPTIONAL>In  the event the federal minimum wage amount as set by the Fair Labor
Standards Act, as amended, is increased during the term hereof, then the monthly
rental  payment  payable hereunder shall be reduced by the amount of such hourly
increase  to  the extent such increased minimum wage exceeds $5.15 per hour plus
the  actual employer paid taxes on the increase multiplied by the average number
of  hours  worked monthly on the Premises during the immediately preceding three
(3)  months.

B.     PERCENTAGE  RENTAL - Lessee covenants and agrees to pay to Lessor as rent
for each month of the term of this Lease a sum equal to ________ percent (____%)
of  all  Gross  Parking Revenue, as that term is hereinafter defined, payable by
the  fifteenth  day  (15th)  of  the next succeeding calendar month.  (Use Gross
Parking  Revenue  definition  given  below.)

<OPTIONAL>In  the event the federal minimum wage amount as set by the Fair Labor
Standards  Act,  as  amended, is increased during the term hereof, then the rent
payable  hereunder shall be reduced by an amount equal to _______ percent (___%)
of  the  following  sum:  the  amount  of such hourly increase to the extent the
increased  minimum  wage  exceeds  $5.15  per hour plus the actual employer paid
taxes  on  the  increase  multiplied  by  the number of hours worked by Lessee's
employees  on  the  Premises  during  the  month for which said rent is payable.

GUARANTEE  PLUS  PERCENTAGE - Lessee shall pay to Lessor a minimum annual rental
in  the  sum of ________________ which shall be payable at the rate of _____ per
month  in  advance  commencing on the fifteenth (15th) day of the Lease term and
continuing  through  the  fifteenth  day  of  each  month  thereafter.

Plus:  Lessee  shall pay to Lessor annually within sixty (60) days of the end of
each  Lease  Year  (as  that  term  is  hereinafter  defined) an amount equal to
________ percent (______%) of Gross Parking Revenue, as that term is hereinafter
defined,  collected  by  Lessee  in  the  operation of a parking facility on the
Premises  in  excess  of  $______________  per  Lease  Year  (which  amount will
hereinafter  be  referred  to  as  the "Percentage Rental Threshold").  The term
"Lease  Year"  is defined as being the twelve (12) month period beginning on the
first  day  of  the  first  full  calendar month during the term hereof and each
successive  twelve  (12)  month period commencing on the same calendar date each
year  of  the  term  hereof.  For  any  partial  Lease Year, the Percentage Rent
Threshold  will  be adjusted on a prorated basis and the percentage rent payment
for  such partial Lease Year will be due within sixty (60) days of the final day
of  such  partial  Lease  Year.

Gross Parking Revenue as used in this Lease shall mean all revenues received and
collected by Lessee in the operation of the Premises less any sales tax, parking
tax,  license  fee,  levy, impost, or other charge which may be required by law,
ordinance  or  other  governmental  regulation  to  be:

i.     collected  from  patrons  of  the  Premises,  or

ii.     imposed  on  the  parking spaces or stalls on the Premises (excluding ad
valorem  taxation  of  the  Premises),  or

iii.     collected  from  vehicles  entering  the  Premises

and to be remitted to a political subdivision or other agency (without regard to
legality,  constitutionality  or  enforceability of such law, ordinance or other
government  regulation).

Lessee  shall  submit  to Lessor no later than the sixtieth (60th) day after the
expiration  of  each Lease Year  a verified report showing Gross Parking Revenue
and  a calculation of the total percentage rental for the Lease Year  previously
ended.  At  the  time  of submitting such report, Lessee shall pay to Lessor the
percentage  rental  shown  to  be  due  on  such  report.

Lessee  shall  maintain suitable books of account at its regular business office
in  ____________________  and  such books as to each year shall be available for
inspection  and  audit  by Lessor or its agent at any reasonable time within one
year  after  the  expiration  of  each  respective  Lease  Year.

In  the event the federal minimum wage amount as set by the Fair Labor Standards
Act, as amended, is increased during the term hereof, then the Percentage Rental
Threshold  shall  be  increased  by an amount equal to the amount of such hourly
increase  to  the  extent the increased minimum wage exceeds $5.15 per hour plus
the  actual  employer  paid  taxes  on such increase multiplied by the number of
hours  worked  by Lessee's employees on the Premises during said year after such
increase.

5.     MAINTENANCE  AND  REPAIR:
       ------------------------

Lessee  agrees  to  use  reasonable  diligence  in  the  care,  protection  and
maintenance  of the Premises during the term of this Lease, and to surrender the
Premises  at  the  termination  of  this Lease in as good condition as received,
ordinary  wear  and  tear  and  casualty  damage  excepted.

Subject  to  Lessee  having  obtained  all  requisite governmental approvals and
permits, Lessee at Lessee's expense shall have the right to do any or all of the
following:  install  and  alter  driveways,  curbcuts, and paving, and plant and
remove trees and shrubs, all as Lessee deems appropriate or necessary to its use
of  the  Premises.

Lessee  shall  have no obligation with respect to the condition, maintenance, or
repair  of  any of the sidewalks which may be adjacent to or adjoin the Premises
except as and to the extent damaged by Lessee or its employees in its use of the
Premises;  Lessor,  at  Lessor's expense, agrees to promptly make all repairs to
such  sidewalks  required  by  law  or  public safety except Lessee, at Lessee's
expense  shall make all repairs thereto for damage resulting from its use of the
Premises.  Lessee shall have no obligation to repair any sinkholes except and to
the  extent  caused  by  Lessee.

<OPTIONAL> Lessee will have the right to erect on the Premises a coin collection
box  and  professional  parking  signs  as long as its signs do not violate city
ordinances.

<GARAGE> Lessor shall also be responsible for all garage repairs of a structural
nature,  including,  but  not limited to: electrical, plumbing, pavement repair,
painting  of  the structure, replacement of all mercury or sodium lighting tubes
and  ballasts, repairs to the walls and floors of the garage, and maintenance of
ventilation  system  and  elevators.

6.     ALTERATIONS  AND  IMPROVEMENTS:
       ------------------------------

Lessee  may,  with approval of Lessor, which shall not be unreasonably withheld,
make  alterations  and  improvements,  including the installation of appropriate
signage, at Lessee's expense, to the Premises as may be required for the purpose
of  Lessee's  business;  provided,  however, that Lessor, upon the expiration of
this  Lease, may require Lessee to restore the Premises as nearly as possible to
its  condition  at  the beginning of the Lease, ordinary wear and tear and other
casualty excepted, by giving written notice to Lessee not later than thirty (30)
days  before  the  expiration  of  this  Lease  or  any  extension  thereof.

Lessee may (if not in default hereunder) prior to the expiration of the Lease or
any  extension thereof, remove all fixtures and equipment which have been placed
on  the  Premises  by  Lessee.

7.     USE  OF  PREMISES:
       -----------------

The  Premises  shall  be  used  by Lessee for the purpose of operating a parking
_____________  for  use  by  the  general  public,  and  for  the  sale  of such
merchandise  and  services  as  are  ancillary  to  the  operation  of a parking
____________,  including,  but  not limited to, vending machines and advertising
media.

The  Premises  shall  not  be used for any illegal purpose, nor in any manner to
create  any  nuisance,  or  trespass.

8.     INSURANCE:
       ---------

Prior  to  commencement,  and  during  the  term of this Lease, Lessee agrees to
maintain  the  following  types of insurance with limits not less than those set
forth  below  and  to have Lessor included as additional insured with respect to
Lessee's  operation  of  the  Premises:

Commercial  General  Liability          $1,000,000  combined  single  limit each
occurrence  for  bodily  injury  and  property  damage.

Umbrella  Excess  Coverage          $5,000,000

Garagekeeper's  Legal  Liability     $5,000,000  combined  single  limit  each
occurrence

Crime:  Policy  Limits:               $10,000  commercial  blanket
$10,000  broad  form  money  inside
$10,000  broad  form  money  outside

Workers'  Compensation:               Coverage  A  -  Statutory
Coverage  B  -  $100,000

9.     WAIVER  OF  SUBROGATION:
       -----------------------

Lessor  does  hereby  waive  all  rights of recovery, if any, against Lessee for
damage  to,  or  destruction  of,  the  Premises  in  the  event  such damage or
destruction  is  caused  by  fire  or  other  casualty which may be covered by a
standard  fire  and  extended  coverage  insurance  policy.

10.     ASSIGNMENT  AND  SUBLETTING:
        ---------------------------

Lessee  shall  not  assign  this Lease in whole or in part, or sublet all or any
part  of  the  Premises  without  the  prior  written  consent of Lessor in each
instance,  which  consent  will  not  be  unreasonably  withheld.

11.     DEFAULT:
        -------

In  the  event  Lessee  fails  to  pay any installment of rent when due and such
failure  is  not  cured  within ten (10) days after receipt of written notice of
such failure by Lessor to Lessee by registered or certified mail or in the event
of  a  material  default  in  the  performance by Lessee of any condition herein
contained,  and  such default is not cured within thirty (30) days after receipt
of written notice of such default by Lessor to Lessee by registered or certified
mail,  or  such  additional time as is reasonably necessary to cure the default,
then,  in  any  such case, Lessor may: (1) serve written notice upon Lessee that
Lessor elects to terminate this Lease upon a specified date not less than thirty
(30)  days after such written notice and this Lease shall then terminate on that
date  so  specified,  and Lessor shall have the right to re-enter, repossess, or
re-rent  the  premises upon such date or (2) cure the default and invoice Lessee
for  all  costs incurred by Lessor to cure the default, in which case this Lease
shall  continue in full force and effect if Lessee pays the costs of cure within
15  days  following  receipt of the invoice from Lessor.  If Lessor shall at any
time  fail  to  perform  any of the covenants, conditions, or provisions of this
Lease,  and such default is not removed within thirty (30) days after receipt of
written  notice  thereof  from  Lessee  or such additional time as is reasonably
necessary  to  cure  the  default, then, in any such case, Lessee may: (1) serve
written  notice  upon  Lessor  that Lessee elects to terminate this Lease upon a
specified  date,  not  less than thirty (30) days after such written notice, and
this Lease shall then terminate on the date so specified or (2) cure the default
and  setoff  the  cost of cure against Lessee's next payment(s) of rent in which
case  this  Lease  shall  continue  in full force and effectNo default shall be
deemed  waived  unless  such  waiver  be  in  writing.

12.     INDEMNITY:
        ---------

Lessee shall defend, indemnify and hold Lessor harmless from and against any and
all  actions, costs, claims, losses, expenses and/or damages sustained by Lessor
attributable to the recklessness, carelessness or negligence of Lessee or any of
its agents, servants, or employees from any cause, including, without limitation
by  specification,  property  damage  and/or  injury  or  death to any person or
persons.  Lessor  shall  defend,  indemnify  and  hold  Lessee harmless from and
against  any  and  all  actions,  costs, claims, losses, expenses and/or damages
sustained by Lessee attributable to the recklessness, carelessness or negligence
of Lessor or any of its agents, servants or employees from any cause, including,
without  limitation  by specification, property damage and/or injury or death to
any  person  or  persons.

<OPTIONAL-GARAGE  TO  END  OF  PARAGRAPH>  It is agreed that any actions, costs,
claims,  losses,  expenses  and/or  damages  resulting from design or structural
faults or defects are the responsibility of Lessor.  It is understood and agreed
that  the  Premises  are  burdened with pipes, conduits, and lines necessary for
utility  services  to  Lessor's  building.  Lessor  does  hereby  agree  to save
harmless,  protect, and indemnify Lessee from and against any and all liability,
claims,  causes  of  action,  and  costs,  including  loss of revenue by Lessee,
arising  from, out of, or because of the existence of pipes, conduits, and lines
on  the  Premises unless same shall result from negligent actions of Lessee, its
servants,  agents  or  employees.

13.     INTERFERENCE  WITH  USAGE:
        -------------------------

If  due  to  war,  or  a  valid order of a governmental agency, restrictions are
placed  on  the use of automobiles or trucks for civilian use, or gasoline usage
is restricted by governmental agency through rationing or other restrictions for
a continuous period of sixty (60) days, or the flow of traffic is interrupted on
_____________________,  within one (1) block of the entrance to the Premises for
a  period  in  excess  of  seven (7) business days, then the annual rental under
Paragraph  4  hereof shall be abated only during the period of such restrictions
or  interruptions  and Lessor shall receive _____________ percent (____%) of all
net receipts (gross receipts minus parking/sales taxes) for the entire period of
time  affected  by  such  restrictions  and  interruptions.  In the event Lessee
exercises its option pursuant to the provisions of this paragraph, either Lessee
or  Lessor  shall  have  the right to terminate this Lease by giving thirty (30)
days  written  notice  of  such  termination.

14.     DESTRUCTION  OF,  OR  DAMAGE  TO  PREMISES:
        ------------------------------------------

If  the Premises are totally destroyed by fire, storm, lightning, earthquake, or
other casualty, and including destruction due to bombing, shelling, or other war
damage,  this  Lease shall be terminated and the rental accounted for as between
Lessor  and  Lessee as of that date.  If the Premises are damaged but not wholly
destroyed  by any such casualty, rental shall abate in such proportion as use of
Premises  has been destroyed, or made inaccessible or unusable, and Lessor shall
restore  the  Premises  to substantially the same condition as before damages as
speedily  as  practicable,  whereupon  full  rental  shall  recommence.

15.     HOLDING  OVER:
        -------------

If Lessee remains in possession of Premises after expiration of the term hereof,
with  Lessor's  acquiescence  and  without any express agreement of the parties,
Lessee  shall be a lessee at will at the rental rate in effect at the end of the
Lease;  and  there  shall  be  no  renewal  of  this  Lease by operation of law.

16.     TAXES  AND  ASSESSMENTS:
        -----------------------

Lessor  will  be  responsible  for  payment  of  all  property taxes and special
assessments  on  the  Premises.

17.     TERMINATION  BY  LESSEE:
        -----------------------

In  the  event  of  the  occurrence  of  any one or more of the following events
(hereinafter  "Events of Termination"), Lessee shall have the right to terminate
this  Lease  upon  appropriate  notice  to  Lessor  as  hereinafter  specified:

(a)     If  any  license, franchise, right or privilege to operate an automobile
parking  facility  on  the Premises by Lessee is revoked or suspended for thirty
(30)  consecutive  days  by  the  City of ____________________, or the governing
authority  having  jurisdiction  over  the  Premises,  and  such  revocation  or
suspension  is  due to no fault, negligence, or act of omission or commission on
part  of  Lessee.

(b)     The  permanent  closing  to  vehicular  traffic of any street, drive, or
other  vehicular thoroughfare by the City of __________________ or the governing
authority  having  jurisdiction  thereof  to  which  the Premises presently have
vehicular  access.

(c)     The  denial  of  access  by the City of _______________ or the governing
authority  having  jurisdiction over the Premises to any street, drive or public
vehicular  thoroughfare  which  adjoins  the Premises to the extent that the net
receipts generated on the Premises shall be reduced by twenty five (25%) percent
as  compared  with  the  net  receipts  generated during the two calendar months
immediately  prior  to  such  alteration  or  change.

(d)     The  alteration  or  change  by  appropriate legal action by the City of
______________________,  or  the governing authority having such jurisdiction of
the  vehicular  traffic  pattern  or  flow  in  any  street, drive, or vehicular
thoroughfare  which  adjoins  the  Premises to the extent that the Gross Parking
Revenue  generated on the Premises shall be reduced by twenty-five percent (25%)
as  compared  with  the  net  receipts  generated during the two calendar months
immediately  prior  to  such  alteration  or  change.

After the occurrence of any one or combination of the preceding described events
of  termination,  Lessee  shall, at its option, have the right to terminate this
Lease  by  giving  Lessor  thirty  (30) days written notice of such termination.

18.     MISCELLANEOUS  PROVISIONS:
        -------------------------

It  is  mutually  covenanted  and  agreed by and between the parties as follows:

That  this  Lease  shall  be  construed  under  the  laws  of  the  State  of
____________________.

That  the captions of the Articles of this Lease are inserted for identification
only,  and  shall not govern the construction, nor alter, vary, or change any of
the  terms,  conditions,  or  provisions  of  this Lease or any Article thereof.

Each  provision  herein  shall  be  deemed  separate and distinct from all other
provisions,  and  if any one of them shall be declared illegal or unenforceable,
the  same  shall  not  affect the legality or enforceability of the other terms,
conditions,  and provisions hereof, which shall remain in full force and effect.

Lessor  will  grant  at  Lessee's  expense  whatever  easements  are  reasonably
necessary  to  provide  the  utilities  for all improvements on or placed on the
Premises  and  access  to  the  Premises  during  the  term  hereof.

Any  person,  firm  or  corporation  who may acquire an interest in the Premises
leased  hereby,  or  in  the  improvements thereon, shall take notice of all the
terms and conditions set out herein as well as the covenants referred to herein,
and  shall  be  bound  thereby.

This  Lease is specifically conditioned upon the ability of Lessee to obtain all
necessary  and  requisite  licenses, permits and/or other authorization from the
applicable  city,  state,  and  county  authorities having jurisdiction over the
Premises  in  order  to  operate  an  off  street  automobile  parking facility.

Lessee  shall  pay  all utility charges resulting from Lessee's use of Premises.

At  the end of the initial or any extended term of this Lease, Lessee shall have
the  first  right  of  refusal  to match any bona fide offer to lease or buy the
Premises.  Lessor  shall  present  any  such written offer to Lessee, and Lessee
shall  notify  Lessor  within  fifteen  (15) days of its intention to match said
offer,  or  to  vacate  the  Premises.

Any structural, mechanical, electrical or other installations or any alterations
required  by  statutes  or  regulations pertaining to air quality, environmental
protection,  provisions  for  persons  with  disabilities  or  other  similar
governmental  requirements  shall  be  the  sole  responsibility  of  Lessor.

Notwithstanding  any  other provision in this Lease, Lessee shall have the right
to  terminate  the  term  hereof  at  any time without any further obligation to
Lessor upon thirty (30) days written notice to Lessor and the payment of six (6)
months  fixed  rent  to  Lessor.

In  the  event  that  either  party  institutes legal proceedings to enforce its
rights  hereunder,  the  prevailing party in such legal proceeding shall be paid
all  of  the  costs  it  incurs,  including  reasonable  attorney's  fees.

19.     NOTICES:
        -------

In the event notices are required to be sent under the provisions of this Lease,
they  will  be  mailed,  postage prepaid by certified or registered mail, return
receipt  requested,  addressed  as  follows:

     Lessor:               Lessee:

Monroe  J.  Carell,  Jr.
Chairman
Central  Parking  System  of  _____________
2401  Twenty-First  Avenue  South
Suite  200
Nashville,  Tennessee  37212

Either  party  may,  by  such  notice, designate a new or other address to which
notice  may  be  mailed.

IN  WITNESS  WHEREOF,  the  parties  hereto have caused their names to be hereto
signed  by their duly authorized officer on the date hereinbefore first written.


LESSOR:
ATTEST:                              ________________________________
                                   ________________________________

________________________               BY:  ____________________________

LESSEE:

ATTEST:                              CENTRAL  PARKING  SYSTEM  OF
                                   __________________________,  INC.


_________________________               BY:______________________________
                                        William  J.  Vareschi,
                                        CEO

APPROVED:  ________________________

<PAGE>
                                    EXHIBIT A

                                LEGAL DESCRIPTION





Exhibit  10.16

                                 August 13, 2001



TO  THE  LENDERS  UNDER  THE  CREDIT  AGREEMENT

Re:  Credit  Agreement  dated  as  of  March  19, 1999 (as amended, modified and
restated,  the  "Credit  Agreement")  among Central Parking Corporation, Central
Parking  System,  Inc.,  Central  Parking  System  Realty, Inc., Central Parking
System  of Massachusetts, Inc., CPC Finance of Tennessee, Inc., Kinney System of
Sudbury St., Inc., and Allright Holdings, Inc. (the "Borrowers"), the Guarantors
identified  therein,  the  Lenders  identified  therein and NationsBank, N.A., a
national  banking  association  now  known  as  Bank of America, N.A., as Agent.
Capitalized  terms  used  but  not  otherwise  defined  shall  have the meanings
provided  in  the  Credit  Agreement.


Ladies  and  Gentlemen:

At  the request of Central Parking, please confirm your agreement to an increase
in  the LOC Committed Amount, as referenced and defined in Section 2.3(a) of the
Credit  Agreement,  from  Twenty-Five  Million  Dollars  ($25,000,000)  to Forty
Million  Dollars  ($40,000,000).  Please  sign  and return a copy of this letter
amendment  agreement  to  Kurt  Oosterhouse  of Moore & Van Allen, PLLC at (704)
378-2017  at your earliest convenience, but in any event by 5:00 p.m. EDT August
23,  2001.  This  letter  amendment  agreement will be effective upon our return
receipt  of  executed  consents  from  the  Required  Lenders.
Questions  may  be  directed to Kathleen Hebert at (704) 388-4074.  Thank you in
advance  for  your  cooperation.

Except  as amended or otherwise modified hereby, all of the terms and provisions
of  the  Credit  Agreement  and  the other Credit Documents shall remain in full
force  and  effect.  This letter agreement shall be governed by and construed in
accordance  with the laws of the State of North Carolina.  This letter agreement
may  be  executed  in  one  or  more  counterparts,  each of which constitute an
original,  and  all  of which taken together shall constitute a single document.

Sincerely,                         ACKNOWLEDGMENT  AND  CONSENT
                                   ----------------------------

BANK  OF  AMERICA,  N.A.,             _______________AmSouth___________________
as  Administrative  Agent                         [Name  of  Lender]



By: /s/ Fred Wyatt                      By: /s/ Peter Lee
    ----------------------------           ------------------------------
Name:     Fred  Wyatt                    Name:     Peter  Lee
Title:     Senior  Vice  President       Title:     Vice  President




EXHIBIT  21
<TABLE>
<CAPTION>


                        CENTRAL PARKING CORPORATION & SUBSIDIARIES
                                        ENTITY LIST

<C>  <S>               <C>
     STATE/COUNTRY
     OF INCORPORATION  COMPANY NAME

  1  AL                CENTRAL PARKING SYSTEM OF ALABAMA, INC.
  2  AR                ALLRIGHT L.R., INC.
  3  CA                ALLRIGHT CAL., INC.
  4  CA                KINCAL, INC.
  5  CO                ALLRIGHT COLORADO, INC.
  6  CT                KINNEY SYSTEM OF CONNECTICUT, INC.
  7  CT                KINNEY SYSTEM OF HARTFORD, INC.
  8  DC                DIPLOMAT PARKING CORPORATION
  9  DC                KINNEY SYSTEM OF FIFTH ST., INC.
 10  DC                KINNEY SYSTEM OF WASHINGTON SQUARE, INC.
 11  DC                KINNEY SYSTEM OF WASHINGTON, INC.
 12  DC                KINNEY SYSTEM, D.C.,  INC.
 13  DC                SARBOV PARKING CORPORATION
 14  DE                ALLRIGHT CORPORATION
 15  DE                ALLRIGHT HOLDINGS, INC.
 16  DE                ALLRIGHT PARKING MANAGEMENT, INC.
 17  DE                APARKCO FINANCE, INC.
 18  DE                APARKCO, INC.
 19  DE                KINNEY PARKING, INC.
 20  DE                KINNEY SYSTEM OF DELAWARE, INC.
 21  DE                KINNEY SYSTEM, INC.
 22  DE                SQUARE 88 CORP
 23  DE                SQUARE WILMINGTON CORP
 24  IL                ALLRIGHT PARKING CHICAGO, INC.
 25  IN                CENTRAL PARKING SYSTEM OF INDIANA, INC.
 26  LA                ALLRIGHT BATON ROUGE, INC.
 27  LA                ALLRIGHT SHREVEPORT, INC.
 28  MA                ALLRIGHT BOSTON PARKING, INC.
 29  MA                AZURE PROP., INC.
 30  MA                KINNEY MYSTIC CENTER, INC.
 31  MA                KINNEY PARKING OF SUFFOLK COUNTY, INC.
 32  MA                KINNEY SYSTEM OF BOSTON, INC.
 33  MA                KINNEY SYSTEM OF SUDBURY ST., INC.
 34  MD                KINNEY SYSTEM OF BETHESDA INC.
 35  MI                HONOR GUARD SERVICE, INCORPORATED
 36  MI                NATIONAL GARAGES, INCORPORATED
 37  MN                ALLRIGHT PARKING MINNESOTA, INC.
 38  MO                ALLRIGHT CARPARK, INC.
 39  NE                ALLRIGHT PARKING OMAHA, INC.
 40  NJ                ALLRIGHT NEW JERSEY, INC.
 41  NJ                CENTRAL PARKING SYSTEM OF  NEW JERSEY, INC
 42  NJ                KINNEY HOBOKEN AT OBSERVER HIGHWAY, INC.
 43  NJ                KINNEY INTERNATIONAL INC.
 44  NJ                KINNEY LOMBARDY STREET, INC.
 45  NJ                KINNEY LONG BRANCH, INC.
 46  NJ                KINNEY OF ATLANTIC CITY, INC.
 47  NJ                KINNEY OF CAMDEN, INC.
 48  NJ                KINNEY OF NORTHERN NEW JERSEY, INC.
 49  NJ                KINNEY SYSTEM OF ATLANTIC CITY, INC
 50  NJ                KINNEY SYSTEM OF NEW JERSEY, INC.
 51  NJ                SQUARE KENTUCKY CORP.
 52  NJ                WASHINGTON KINNEY, INC.
 53  NV                ALLRIGHT SIERRA PARKING, INC.
 54  NY                12 WEST 48TH STREET CORP.
 55  NY                12 WEST 48TH STREET, LLC
 56  NY                22 ANSON PLACE, INC.
 57  NY                70 E. 10TH ST. SQUARE CORP.
 58  NY                ALLRIGHT NEW YORK PARKING, INC.
 59  NY                ALLRIGHT PARKING BUFFALO, INC.
 60  NY                ALLRIGHT PARKING NY LLC
 61  NY                ALLRIGHT PARKING SYRACUSE, INC.
 62  NY                BLACK ANGUS, LLC
 63  NY                KINNEY - 40TH ST. INC
 64  NY                KINNEY - 9TH STREET, INC.
 65  NY                KINNEY - CIVIC CENTER, INC.
 66  NY                KINNEY - GUNHILL, INC.
 67  NY                KINNEY 345 W. 58TH ST., INC.
 68  NY                KINNEY 360 E. 65TH ST., INC.
 69  NY                KINNEY 444 TENTH AVE., INC.
 70  NY                KINNEY DELTA  CORP.
 71  NY                KINNEY EAST 75TH STREET, INC.
 72  NY                KINNEY JOHNSON AVENUE, INC.
 73  NY                KINNEY LONDON TERRACES, INC.
 74  NY                KINNEY METROPOLITAN TOWER, INC
 75  NY                KINNEY NORTH MOORE STREET, INC.
 76  NY                KINNEY OF 18TH ST., INC.
 77  NY                KINNEY OF AMERICA, INC.
 78  NY                KINNEY OF ARCHER AVENUE, INC.
 79  NY                KINNEY OF BROOKLYN, INC.
 80  NY                KINNEY OF LONG ISLAND, INC.
 81  NY                KINNEY OF MULBERRY ST., INC.
 82  NY                KINNEY OF ROOSEVELT, INC.
 83  NY                KINNEY ON 11TH STREET, INC.
 84  NY                KINNEY PARKING OF 40TH ST., INC.
 85  NY                KINNEY PARKING OF THE BRONX, INC.
 86  NY                KINNEY PARKING SYSTEM, INC.
 87  NY                KINNEY PROMENADE, INC.
 88  NY                KINNEY SYSTEM EASTSIDE PARKING, INC.
 89  NY                KINNEY SYSTEM HOLDING CORP.
 90  NY                KINNEY SYSTEM MANAGEMENT, INC.
 91  NY                KINNEY SYSTEM OF GREATER NEW YORK, INC.
 92  NY                KINNEY TOWER, INC.
 93  NY                KINNEY VALET PARKING, INC.
 94  NY                KINNEY VARICK BROADWAY, INC.
 95  NY                KINNEY WEST 83RD ST., INC.
 96  NY                KINNEY YORK AVENUE, INC.
 97  NY                LCB PARKING CORP.
 98  NY                METROPOLITAN KINNEY INC.
 99  NY                S&M ENTERPRISES, INC.
100  NY                SAMPLE PARKING CORP.
101  NY                SAS PARKING SERVICES, INC.
102  NY                SLATE PARKING CORP.
103  NY                SONAR PARKING CORP.
104  NY                SPACE PARKING SERVICES, INC.
105  NY                SPECIALIZED PARKING SYSTEM, INC.
106  NY                SPS PARKING GROUP, INC.
107  NY                SPS PARKING SERVICES, INC.
108  NY                SQUARE INDUSTRIES, INC.
109  NY                SQUARE PLUS OPERATING CORP
110  NY                STOP - PARK GARAGE CORP.
111  NY                TRIPLE S PARKING SERVICES, INC.,
112  NY                VANDERBILT PARKING CORP.
113  PA                KINNEY - KENNEDY BOULEVARD, INC.
114  PA                KINNEY INDEPENDENCE MALL, INC.
115  PA                KINNEY OF PHILADELPHIA, INC.
116  PA                KINNEY OF RACE STREET, INC
117  PA                KINNEY SYSTEM OF PHILADELPHIA, INC.
118  PA                SQUARE PHILADELPHIA CORP
119  PA                SQUARE RODMAN CORP.
120  PA                SQUARE SANSOM CORP.
121  PA                TWELVE WALSAN CORPORATION
122  RI                KINNEY SYSTEM OF PROVIDENCE ,INC.
123  TN                CENTRAL PARKING SYSTEM - AIRPORT SERVICES, INC.
124  TN                CENTRAL PARKING SYSTEM OF ASIA, INC.
125  TN                CENTRAL PARKING SYSTEM OF CONNECTICUT, INC.
126  TN                CENTRAL PARKING SYSTEM OF FLORIDA, INC.
127  TN                CENTRAL PARKING SYSTEM OF GEORGIA, INC.
128  TN                CENTRAL PARKING SYSTEM OF ILLINOIS, INC.
129  TN                CENTRAL PARKING SYSTEM OF IOWA, INC.
130  TN                CENTRAL PARKING SYSTEM OF KANSAS CITY, INC.
131  TN                CENTRAL PARKING SYSTEM OF KENTUCKY, INC.
132  TN                CENTRAL PARKING SYSTEM OF LOUISIANA, INC.
133  TN                CENTRAL PARKING SYSTEM OF MARYLAND, INC.
134  TN                CENTRAL PARKING SYSTEM OF MASSACHUSETTS, INC.
135  TN                CENTRAL PARKING SYSTEM OF MISSISSIPPI, INC.
136  TN                CENTRAL PARKING SYSTEM OF NEW YORK, INC.
137  TN                CENTRAL PARKING SYSTEM OF NORTH CAROLINA, INC.
138  TN                CENTRAL PARKING SYSTEM OF OHIO, INC.
139  TN                CENTRAL PARKING SYSTEM OF OKLAHOMA, INC.
140  TN                CENTRAL PARKING SYSTEM OF PENNSYLVANIA, INC.
141  TN                CENTRAL PARKING SYSTEM OF PUERTO RICO, INC.
142  TN                CENTRAL PARKING SYSTEM OF RHODE ISLAND, INC.
143  TN                CENTRAL PARKING SYSTEM OF SOUTH CAROLINA, INC.
144  TN                CENTRAL PARKING SYSTEM OF ST. LOUIS, INC.
145  TN                CENTRAL PARKING SYSTEM OF TENNESSEE, INC.
146  TN                CENTRAL PARKING SYSTEM OF VIRGINIA, INC.
147  TN                CENTRAL PARKING SYSTEM OF WASHINGTON, INC.
148  TN                CENTRAL PARKING SYSTEM OF WISCONSIN, INC.
149  TN                CENTRAL PARKING SYSTEM REALTY OF MISSOURI, INC
150  TN                CENTRAL PARKING SYSTEM REALTY OF NEW YORK, INC
151  TN                CENTRAL PARKING SYSTEM REALTY, INC
152  TN                CENTRAL PARKING SYSTEM, INC
153  TN                CPC FINANCE OF TENNESSEE, INC.
154  TN                CPS OF THE NORTHEAST, INC
155  TN                DENVER BASEBALL STADIUM GARAGE
156  TN                LARIMER DEVELOPMENT CORP.
157  TN                SHERIDAN HERITAGE DEVELOPMENT CORP.
158  TX                ALLRIGHT BEAUMONT COMPANY
159  TX                ALLRIGHT PARKING EL PASO, INC.
160  TX                ALLRIGHT PARKING SYSTEM, INC.
161  TX                ALLRIGHT REALTY COMPANY
162  TX                ALLRIGHT SAN ANTONIO PARKING
163  TX                CENTRAL PARKING SYSTEM OF TEXAS, INC.
164  VA                KINNEY OF NORTHERN VIRGINIA, INC.
165  BRITISH COLUMBIA  ALLRIGHT PARK VANCOUVER LTD.
166  CANADA            157166 CANADA, INC.
167  CANADA            811462 ONTARIO, INC.
168  CANADA            ALLRIGHT AUTO PARKS CANADA, LTD.
169  CANADA            IDEAL PARKING, INC.
170  CHILE             ESTACIONAMIENTOS CENTRAL PARKING SYSTEM CHILE LIMTADA
171  CHILE             INVERSIONES CENTRAL PARKING SYSTEM LIMITADA
172  CZECH             CENTRAL PARKING
173  DE                CENTRAL PARKING FINANCE TRUST
174  GERMANY           CENTRAL PARKING SYSTEM DEUTSCHLAND GMBH
175  GREECE            CENTRAL PARKING SYSTEM ATHENS S.A.
176  GREECE            CENTRAL PARKING SYSTEM HELLAS S.A.
177  IRELAND           CENTRAL PARKING SYSETM IRELAND LIMITED
178  MEXICO            CENTRAL PARKING SYSTEM OF MEXICO, SA De CV
179  MEXICO            SERVICIOS CORPORATIVOS PARA ESTACIONAMIENTOS, SA De CV
180  POLAND            CENTRAL PARKING SYSTEM POLAND LIMITED
181  SPAIN             CENTRAL PARKING SYSTEM ESPANA, S.A.
182  UK                CENTRAL PARKING SYSTEM OF THE U.K., LTD
183  UK                CONTROL PLUS PARKING SYSTEM OF UK, LTD.
184  VENEZUELA         CENTRAL PARKING SYSTEM OF VENEZUELA, S.A.
</TABLE>




<PAGE>

EXHIBIT  23

     ACCOUNTANTS'  CONSENT

The  Board  of  Directors
Central  Parking  Corporation

We  consent  to  the  incorporation  by reference in the registration statements
(Nos. 33-98118, 33-98120, 33-98122, 333-37909 and 333-74837) on Form S-8 and the
registration  statement  (No.  333-52497)  on  Form  S-3  of  Central  Parking
Corporation  of  our  report  dated  November  26,  2001,  with  respect  to the
consolidated  balance  sheets of Central Parking Corporation as of September 30,
2001  and  2000,  and  the  related  consolidated  statements  of  earnings,
shareholders'  equity  and  comprehensive income, and cash flows for each of the
years  in  the  three-year  period  ended  September  30,  2001, and all related
financial  statement  schedules,  which  report is included in the September 30,
2001  Form  10-K  of  Central  Parking  Corporation.



KPMG  LLP
Nashville,  Tennessee
December  21,  2001