SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

                               FORM 10-K/A

(Mark One)

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

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



Commission file number:                       001-13950

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

I.R.S. Employer Identification No.:           62-1052916
		
Address of Prncipal Executive Offices:        2401 21st Avenue South,
                                              Suite 200, Nashville, Tennessee

Zip Code:                                     37212
		
Registrant's Telephone Number,
Including Area Code:                          (615) 297-4255

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

Securities Registered Pursuant to
Section 12(g) of the Act:      
  Title of Class:                             Common Stock $0.01 par Value
  Name of each Exchange on which registered:  New York Stock Exchange
		
Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period 
that the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days.  YES  X    NO _ 

Indicate by check mark if disclosure of delinquent filers pursuant  to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K.  [  ]

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

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

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


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










































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

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

                Independent Auditors' Report                              16

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

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

        The following financial statements and related notes are
        attached hereto following the signature page.

                Financial Information as required by Form 11-K with
                respect to the 1996 Central Parking Corporation Employee
                Stock Purchase Plan for the plan year ended March 31, 1997

                        Independent Auditors' Report
                        Statement of Net Assets
                        Statement of Changes in Net Assets
                        Notes to Financial Statements

(a)(2)  FINANCIAL STATEMENT SCHEDULES

        None

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

(a)(3)  EXHIBITS

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

(b)     REPORTS ON FORM  8-K

        No reports on Form 8-K were filed by the Registrant during the
        last quarter of the fiscal year ended September 30, 1996.
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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:   July 28, 1997       By: /s/ Stephen A. Tisdell
                                    Stephen A. Tisdell
                                    Chief Financial Officer



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

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


/s/ Stephen A. Tisdell       Chief Financial Officer    July 28, 1997
    Stephen A. Tisdell       (Principal Financial and
                             Accounting Officer)



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                      CENTRAL PARKING CORPORATION
                   1996 EMPLOYEE STOCK PURCHASE PLAN

                          Financial Statements

                             March 31, 1997

              (With Independent Auditors' Report Thereon)












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                      INDEPENDENT AUDITORS' REPORT


The Administrative Committee
Central Parking Corporation
1996 Employee Stock Purchase Plan:

We have audited the accompanying statement of net assets of Central
Parking Corporation 1996 Employee Stock Purchase Plan as of March 31,
1997, and the related statement of changes in net assets for the year
then ended.  These fincnacial statements are the responsibilitiy of the
Plan's Administrative Committee.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets of Central Parking
Corporation 1996 Employee Stock Purchase Plan as of March 31, 1997, and
the changes in net assets for the year then ended in conformity with
generally accepted accounting principles.


KPMG PEAT MARWICK

July 22, 1997
























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                      CENTRAL PARKING CORPORATION
                   1996 EMPLOYEE STOCK PURCHASE PLAN

                        STATEMENT OF NET ASSETS

                             MARCH 31, 1997


Net assets                                      $    0
                                                =======




See accompanying notes to the financial statements.







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                      CENTRAL PARKING CORPORATION
                   1996 EMPLOYEE STOCK PURCHASE PLAN

                   STATEMENT OF CHANGES IN NET ASSETS

                   FOR THE YEAR ENDED MARCH 31, 1997





Employee contributions                          $ 560,175

Disbursements to purchase stock of
   Central Parking Corporation                   (560,175)
                                                ------------

   Net increase in net assets                           0


Net assets:
   Beginning of the year                                0
                                                -----------
   End of the year                              $       0
                                                ===========



See accompanying notes to the financial statements.





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                      CENTRAL PARKING CORPORATION
                   1996 EMPLOYEE STOCK PURCHASE PLAN

                     Notes to Financial Statements

    For the Period from April 1, 1996 (inception) to March 31, 1997


1.      DESCRIPTION OF THE PLAN

        The following is a brief description of the Central Parking
        Corporation 1996 Employee Stock Purchase Plan (the Plan).
        Participants should refer to the Plan agreement for a more
        complete description of the Plan's provision.

        (a)     GENERAL

                In August 1995, the Plan was adopted by the Board of
                Directors and shareholders of Central Parking
                Corporation (the Company) for the benefit of its
                employees.  It became effective and began operations on
                April 1, 1996. The Plan year ends on March 31.

        (b)     ELIGIBILITY

                Employees of certain subsidiaries of Central Parking
                Corporation are eligible to participate in the Plan if
                they meet the following criteria:

                   1)  Are a permanent employee of the Company;
                   2)  Work 20 hours or more per week;
                   3)  Work more than five months per year;
                   4)  Are employed for three consecutive months by
                       January 1 prior to the start of the Plan year; and
                   5)  Have not withdrawn from the Plan in the past six months.

        An employee may choose to withdraw from the Plan at any time.
        Within sixty days of the Company receiving written notice of
        withdrawal, all accumulated contributions will be returned to the
        employee.  That employee is then precluded from participation in
        the Plan for a period of six months. Participants that terminate
        employment with the Company prior to March 31 of any Plan year
        are not eligible to remain in the Plan. Accordingly, any
        accumulated contributions are returned to the employee.

        (c)     CONTRIBUTIONS

                Participants in the Plan can elect to contribute from a
                minimum of $3 per weekly payroll ($6 per biweekly
                payroll) to a maximum of 10% of their total annual
                salary.  Contributions are made through payroll
                deductions on an after tax basis.  The Company holds
                contributions until the end of the Plan year.

                Participants may change their contribution elections
                annually at the beginning of the Plan year.  Change
                requests must be received during the annual enrollment
                period during January prior to each Plan Year.

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        (d)     STOCK PURCHASE PROVISIONS

                Pursuant to the Plan, on March 31 of each Plan Year,
                participants purchase stock from the Company
                at a price equal to 85% of the lower of the closing
                stock price on either the first or last day of the Plan
                year.  At April 1, 1996 and March 31, 1997, the
                Company's closing stock price was $26.375 and $24.50,
                respectively. Accordingly, participants purchased stock
                at $20.825 per share (85% of $24.50) for the Plan Year
                ended March 31, 1997.  The fair market value of the
                stock acquired through the Plan by any one participant
                cannot exceed $25,000 in one calendar year.

                Shares purchased by participants are transferred into a
                brokerage account in the employee's name.  At March 31,
                1997, 26,899 shares were transferred to participants'
                brokerage accounts.  At April 1, 1997, 273,101 shares
                remained available for issuance under the Plan.
      
        (e)     VESTING

                Participants are automatically vested in all amounts
                contributed to the Plan.  In the event that a participant
                withdraws from the Plan, all amounts previously deducted
                from the employee's pay are returned to the employee.
                Shares acquired by participants can be sold at any time.
                However, if a sale occurs within one year of the exercise
                date, the participant must notify the Company of the
                sale.


2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        (a)     BASIS OF ACCOUNTING AND OPERATION OF THE PLAN

                The accompanying financial statements are prepared on
                the accrual basis of accounting.  The Plan accumulates
                contributions through payroll dedcutions.  At the end of
                the Plan year, the accumulated contributions are used to
                purchase shares of the Company stock in the
                participant's name.

        (b)     INVESTMENTS

                The Plan holds no investments at March 31, 1997 or
                throughout the Plan year.  Contributions accumulated
                throughout the Plan year are held by the Company on
                behalf of the Plan in a noninterest bearing account.

        (c)     PLAN EXPENSES

                All of the expenses of the Plan are being paid by the
                Company.


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3.      INCOME TAX STATUS

        The Plan is intended to be an employee stock purchase plan as
        defined in Section 423 of the Internal Revenue Code of 1986.
        Accordingly, the Plan is exempt from income taxes.

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