REALTY PARKING PROPERTIES II L.P.

                               1999 ANNUAL REPORT

                                 April 10, 2000

Dear Investor:


OPERATIONS

         Realty Parking Properties II L.P. (the Fund) had a very productive year
in 1999. The Fund sold the San  Francisco,  Denver and Atlanta  properties,  yet
parking revenues remained very strong despite the sales of the properties.

         Parking lot rental income totaled  $2,286,332 in 1999, a slight decline
from 1998.  The 1999 sales of the three  properties in June,  July and September
caused  base  rental  income  to  decline  $188,345  from  1998.  The  increased
percentage  rents in 1999 net of the  decrease  in minimum  rents  resulted in a
slight decrease in rental income in 1999 compared to 1998.

         During 1999,  percentage  rents  totaling  $644,904  were earned at the
Nashville, Tulsa, Atlanta, Denver, San Francisco,  Phoenix, Dallas-Metro and San
Antonio  properties.  In total,  percentage  rents  increased  36% over 1998 and
included a contribution from the San Antonio and Dallas-Metro properties,  which
did not generate percentage rents in 1998.

         Expenses in 1999, net of amortization and depreciation,  were $515,501,
reflecting  an $82,901  decrease  from 1998.  This decrease was primarily due to
reduced  consulting  fees and lower  management fees due to the sales of the San
Francisco,   Denver  and  Atlanta  properties.  In  addition,  interest  expense
decreased due to the lower balance on the note payable.

SALES

         On June 9, 1999, the Fund sold its San Francisco,  California  property
for  $5,350,000.  The buyer will  continue to operate the  property as a parking
facility in the short-term.  Ultimately, however, the property will be developed
into a hotel. The Fund's  investment in the property was $1,941,927 and the sale
resulted in a net distribution to investors of $3.39 per unit.

         On July 6, 1999, the Fund sold its 80% interest in the Denver, Colorado
property for $5,199,200 to Central  Parking System,  the Fund's  Advisor,  which
exercised  its Right of First  Refusal to acquire  the  Fund's  interest  in the
property.  The Fund's  investment  in the property was  $2,940,450  and the sale
resulted in a net distribution to investors of $3.51 per unit.

                                        1


<PAGE>


                        REALTY PARKING PROPERTIES II L.P.



SALES (continued)

         On September  10, 1999,  the Fund sold its  two-thirds  interest in the
Atlanta,  Georgia  property for  $3,666,667 to Urban Growth  Property  Trust,  a
national parking operator.  The Fund's investment in the property was $2,002,268
and the sale resulted in a net distribution to investors of $2.40 per unit.

CASH DISTRIBUTION

         The  Fund  made a fourth  quarter  1999  distribution  of  $222,276  to
partners on February  15, 2000.  Each partner  received his or her share of this
distribution in the amount of  approximately  $.16 per unit.  This  distribution
represented a 5.25% annualized  return on investors'  remaining  capital balance
after the distribution of previous sales proceeds.

OUTLOOK

         On January 31, 2000, the Fund sold its Dallas-Metro, Texas property for
$7,000,000,  including cash of $6,450,000 and a second lien  promissory  note of
$550,000. The Fund's investment in the property was $4,185,682.  The second lien
promissory  note of  $550,000 is secured by a Second Deed of Trust and is due on
or before October 31, 2000. Interest on the unpaid principal balance will accrue
at the rate of 15% per annum.  The sale resulted in a distribution  to investors
in the amount of $4.36 per unit on March 22, 2000.

         On March 10, 2000,  the buyer for the San Diego-B  property  elected to
proceed with the sale transaction,  which is tentatively set to close on May 15,
2000.  Management  is also in  discussions  with the County of San Diego for the
sale of the San Diego-Union property.

         While the Fund's original  investment strategy had anticipated that the
highest returns might be obtained by selling  properties at prices reflective of
their  development  potential,  the sales of the Denver and  Atlanta  properties
demonstrate that strong returns can also be earned from selling properties based
on their parking economics.

                                        2


<PAGE>


                        REALTY PARKING PROPERTIES II L.P.

SUMMARY

         We are very pleased with the returns  enjoyed by investors  during 1999
that  were  generated  by the sales of the San  Francisco,  Denver  and  Atlanta
properties.  Additionally,  the sale of the Dallas-Metro facility in January and
the  pending  sale of the San  Diego-B  property  in May  would  ensure  another
excellent  year for  investors.  Finally,  the Fund can  expect to  continue  to
receive strong  operational cash flow from its seven remaining  properties while
we consider additional disposition opportunities.

Sincerely,

REALTY PARKING COMPANY II, INC.
General Partner

/s/  John M. Prugh

John M. Prugh
President

                                        3

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

        The Partners
        Realty Parking Properties II L.P.:

        We have  audited  the  accompanying  balance  sheets of  Realty  Parking
        Properties II L.P. (the "Fund") as of December 31, 1999 and 1998 and the
        related  statements of operations,  partners' capital and cash flows for
        each of the years in the  three-year  period  ended  December  31, 1999.
        These  financial   statements  are  the  responsibility  of  the  Fund's
        management.  Our  responsibility  is to  express  an  opinion  on  these
        financial statements based on our audits.

        We conducted our audits 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 audits
        provide a reasonable basis for our opinion.

        In our  opinion,  the  financial  statements  referred to above  present
        fairly,  in all  material  respects,  the  financial  position of Realty
        Parking  Properties  II L.P. as of December  31, 1999 and 1998,  and the
        results  of its  operations  and its cash flows for each of the years in
        the  three-year  period  ended  December  31,  1999 in  conformity  with
        generally accepted accounting principles.

                                                    /s/  KPMG LLP

         Baltimore, Maryland
         January 21, 2000, except as to Note 11,
            which is as of March 22, 2000



                                        4


<PAGE>


                        REALTY PARKING PROPERTIES II L.P.

                                 Balance Sheets

<TABLE>
<CAPTION>

                                                                              December 31,
                                                                ---------------------------------------
                                                                     1999                     1998
                                                              -----------------        -----------------
Assets

<S>                                                           <C>                      <C>
  Investment in real estate (Note 3)                          $     19,684,020         $     26,617,472
  Cash and cash equivalents                                            649,014                  645,327
  Accounts receivable (Note 6)                                         287,440                  317,050
  Financing costs less accumulated
        amortization of $30,003 and $27,000, respectively                    -                    3,003
                                                              -----------------        -----------------
                                                              $     20,620,474         $     27,582,852
                                                              =================        =================

Liabilities and Partners' Capital

  Accounts payable and accrued expenses                       $        104,024         $         27,926
  Due to affiliates (Note 6)                                            63,070                   54,383
  Real estate taxes payable (Note 6)                                   250,300                  305,850
  Note payable (Note 7)                                              2,086,000                2,561,000
                                                              -----------------        -----------------
                                                                     2,503,394                2,949,159
                                                              -----------------        -----------------


  Partners' Capital (Note 9)
    General Partner                                                          -                  (63,097)
    Assignee and Limited Partnership
         Interests  -  $25 stated value per
         unit, 1,392,800 units outstanding                          18,116,980               24,696,690
    Subordinated Limited Partner                                           100                      100
                                                              -----------------        -----------------
                                                                    18,117,080               24,633,693
                                                              -----------------        -----------------

                                                              $     20,620,474         $     27,582,852
                                                              =================        =================

</TABLE>

See accompanying notes to financial statements


                                        5


<PAGE>


                        REALTY PARKING PROPERTIES II L.P.

                            Statements of Operations
                        For the years ended December 31,

<TABLE>
<CAPTION>

                                                                           1999            1998             1997
                                                                     ------------------------------------------------
Revenues

<S>                                                                  <C>              <C>             <C>
  Parking lot rental (Note 5)                                        $    2,286,332   $   2,303,706   $    2,589,901
  Interest income                                                            58,612          26,396           35,447
                                                                     ---------------  --------------  ---------------
                                                                          2,344,944       2,330,102        2,625,348
                                                                     ---------------  --------------  ---------------

Expenses

   Administrative, including amounts to
        related party (Note 6)                                              103,636          85,880           88,750
   Professional fees                                                         25,281          58,756           27,125
   Management fees to related party (Note 6)                                186,273         207,996          220,078
   Interest (Note 7)                                                        200,311         245,770          279,635
   Depreciation                                                             160,066         172,332          172,748
   Amortization                                                               3,003           6,000            7,366
                                                                     ---------------  --------------  ---------------
                                                                            678,570         776,734          795,702
                                                                     ---------------  --------------  ---------------

Earnings from operations                                                  1,666,374       1,553,368        1,829,646

Gain on sales of properties, net (Note 4)                                 6,311,322               -        2,708,847
                                                                     ---------------  --------------  ---------------

Net earnings                                                         $    7,977,696   $   1,553,368   $    4,538,493
                                                                     ===============  ==============  ===============

Net earnings per unit of assignee and
        limited partnership interests-basic (Note 9)                 $         5.58   $        1.10   $         3.23
                                                                     ===============  ==============  ===============

</TABLE>

See accompanying notes to financial statements

                                        6

<PAGE>

                        REALTY PARKING PROPERTIES II L.P.

                         Statements of Partners' Capital
              For the years ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>

                                         Assignee
                                       and Limited          Subordinated
                                       Partnership            Limited            General
                                        Interests             Partner            Partner               Total
                                   ----------------------------------------------------------------------------


<S>                                <C>                 <C>                   <C>             <C>
Balance at December 31, 1996       $      28,886,009   $               100   $     (20,782)  $      28,865,327

Net earnings                               4,493,108                     -          45,385           4,538,493

Distributions to partners
    Operations                            (1,651,834)                    -         (16,684)         (1,668,518)
    Sale proceeds, net                    (7,132,076)                    -         (72,041)         (7,204,117)
                                   ------------------  --------------------  --------------  ------------------


Balance at December 31, 1997              24,595,207                   100         (64,122)         24,531,185

Net earnings                               1,537,834                     -          15,534           1,553,368

Distributions to partners                 (1,436,351)                    -         (14,509)         (1,450,860)
                                   ------------------  --------------------  --------------  ------------------


Balance at December 31, 1998              24,696,690                   100         (63,097)         24,633,693

Net earnings                               7,769,655                     -         208,041           7,977,696

Distributions to partners
    Operations                            (1,403,284)                    -         (14,175)         (1,417,459)
    Sales proceeds, net                  (12,946,081)                    -        (130,769)        (13,076,850)
                                   ------------------  --------------------  --------------  ------------------


Balance at December 31, 1999       $      18,116,980   $               100   $           -   $      18,117,080
                                   ==================  ====================  ==============  ==================

</TABLE>

See accompanying notes to financial statements

                                        7

<PAGE>

                        REALTY PARKING PROPERTIES II L.P.

                            Statements of Cash Flows
                        For the years ended December 31,

<TABLE>
<CAPTION>

                                                                     1999              1998              1997
                                                               ---------------------------------------------------

Cash flows from operating activities
<S>                                                            <C>               <C>              <C>
    Net earnings                                               $     7,977,696   $    1,553,368   $     4,538,493
    Adjustments to reconcile net earnings to net cash
        provided by operating activities
        Gain from sales of properties                               (6,311,322)               -        (2,708,847)
        Depreciation                                                   160,066          172,332           172,748
        Amortization                                                     3,003            6,000             7,366
        Changes in assets and liabilities
           (Increase) decrease in accounts receivable
               and real estate taxes payable, net                      (25,940)         (11,200)            2,828
           Increase (decrease) in accounts payable
               and accrued expenses                                     76,098            2,994           (98,959)
           Increase (decrease) in amounts due to affiliates              8,687          (14,507)          (52,316)
                                                               ----------------  ---------------  ----------------
Net cash provided by operating activities                            1,888,288        1,708,987         1,861,313
                                                               ----------------  ---------------  ----------------


Cash flows from investing activities -
     proceeds from sales of properties, net                         13,084,708                -         7,204,117
                                                               ----------------  ---------------  ----------------


Cash flows from financing activities
     Repayment of note payable                                        (475,000)        (500,000)                -
     Distributions to partners                                     (14,494,309)      (1,450,860)       (8,872,635)
                                                               ----------------  ---------------  ----------------
Net cash used in financing activities                              (14,969,309)      (1,950,860)       (8,872,635)
                                                               ----------------  ---------------  ----------------

Net increase (decrease) in cash and cash equivalents                     3,687         (241,873)          192,795
Cash and cash equivalents
     Beginning of year                                                 645,327          887,200           694,405
                                                               ----------------  ---------------  ----------------

     End of year                                               $       649,014   $      645,327   $       887,200
                                                               ================  ===============  ================
</TABLE>

See accompanying notes to financial statements

                                        8


<PAGE>


                        REALTY PARKING PROPERTIES II L.P.

                          Notes to Financial Statements
                        December 31, 1999, 1998 and 1997

(1)    Organization

       Realty  Parking  Properties  II L.P.  (the "Fund") is a Delaware  limited
       partnership  formed on December  26,  1990,  to acquire  surface lots and
       parking garage buildings to be held for appreciation and used for parking
       operations  to produce  current  income.  The  general  partner is Realty
       Parking Company II, Inc. and the  subordinated  limited partner is Realty
       Associates Limited Partnership,  an affiliate of the general partner. The
       Fund shall continue  until  December 31, 2015,  unless the Fund is sooner
       dissolved,   in  accordance   with  the  provisions  of  the  Partnership
       Agreement.

       The Fund  entered  into an  Investment  Advisory  Agreement  with Central
       Parking  System,  Inc.  (the  "Advisor").  The Advisor  purchased  42,104
       assignee  limited  partnership  interests,  net of  selling  commissions,
       representing its maximum allowable purchase of $1,000,000.

       The Fund owns eight properties in total,  seven of which are wholly owned
       by the Fund.  The  undivided  tenants-in-common  ownership  of one of the
       properties is noted below.  The  properties are not subject to a mortgage
       or other  lien or  encumbrance  under  the  terms  of the line of  credit
       agreement,  however,  the collateral  security provision of the agreement
       provides  for the  assignment  of the  Fund's  rights  as a lessor to its
       interest in the parking lot leases,  contracts and income. As of December
       31, 1999, the Fund owned the following properties:

<TABLE>
<CAPTION>

                                             Approximate
         Location                          Size (Sq. Ft.)                Type

<S>                                             <C>
         Phoenix, Arizona                       275,310                  surface lot
         San Diego-B, California                 50,000                  surface lot
         San Diego-Union, California             35,000                  surface lot
         Tulsa, Oklahoma                         39,646                  surface lot
         Nashville, Tennessee                    57,720                  surface lot and garage
         Dallas-Main, Texas                      45,714                  surface lot and garage
         Dallas-Metro, Texas                     19,450                  surface lot and garage
         San Antonio, Texas                      43,341                  surface lot
</TABLE>

       The Fund owns a 60% undivided  interest in the Tulsa,  Oklahoma property.
       The remaining interest in the property is owned by the Advisor.

(2)    Summary of Significant Accounting Policies

       The accompanying  financial  statements have been prepared on the accrual
       basis of  accounting.  The Fund reports its operating  results for income
       tax purposes on the

                                        9


<PAGE>


                        REALTY PARKING PROPERTIES II L.P.

                    Notes to Financial Statements (continued)


(2)    Summary of Significant Accounting Policies (continued)

       accrual  basis.  No  provision  for  income  taxes  is made  because  any
       liability  for income  taxes is that of the  individual  partners and not
       that of the Fund.

       The Fund has joint  interest and control with the Advisor in one property
       which  is  accounted  for  using  the  proportionate  share  method.  The
       financial  statements  include  the  Fund's  proportionate  share  of the
       property's historical cost, revenues and expenses.

       Lease   revenues  are  recorded  as  earned  under  the  terms  of  lease
       agreements.

       Costs  associated  with the  marketing  of assignee  limited  partnership
       interests  to the  public  were  offset  against  the  related  partners'
       capital.

       The Fund considers all short-term  investments  with  maturities of three
       months or less at dates of  purchase as cash  equivalents.  Cash and cash
       equivalents  consist of cash and money market  accounts and are stated at
       cost, which approximates market value at December 31, 1999 and 1998.

       Investment  in  real  estate  is  stated  at  cost,  net  of  accumulated
       depreciation,  and reduced for impairment losses where  appropriate,  and
       includes all related acquisition costs of the properties. Depreciation of
       the parking garage buildings is computed using the  straight-line  method
       over 31.5 years for property  placed in service  prior to January 1, 1994
       and 39 years for property  placed in service after January 1, 1994.  Land
       improvements  are  depreciated  using the  straight-line  method  over 15
       years.

       In accordance with Statement of Financial  Accounting  Standards No. 121,
       "Accounting  for the  Impairment of Long-Lived  Assets and for Long-Lived
       Assets  to Be  Disposed  Of,"  the  Fund  records  impairment  losses  on
       long-lived  assets  used in  operations  when  events  and  circumstances
       indicate   that  the   individual   assets  might  be  impaired  and  the
       undiscounted  cash flows  estimated  to be  generated by those assets are
       less than the carrying  amounts of the assets.  Assets  considered  to be
       impaired are written down to estimated fair value.  During 1999 and 1998,
       no events or  circumstances  indicated that the long-lived  assets of the
       Fund were impaired.

       Management  of the Fund has made a number of  estimates  and  assumptions
       relating to the reporting of assets,  liabilities,  revenues and expenses
       to prepare  these  financial  statements  in  conformity  with  generally
       accepted  accounting  principles.  Actual results could differ from those
       estimates.

       The fair values of all financial  instruments  approximate their recorded
       values at December 31, 1999 and 1998.

                                       10

<PAGE>

                        REALTY PARKING PROPERTIES II L.P.

                    Notes to Financial Statements (continued)


(3)    Investment in Real Estate

       Investment in real estate is summarized as follows at December 31:
<TABLE>
<CAPTION>
                                                    1999                    1998
                                             ----------------       -----------------

<S>                                          <C>                    <C>
          Land                               $    15,716,812        $     21,857,657
          Buildings                                4,839,732               5,583,532
                                             ----------------       -----------------

                                                  20,556,544              27,441,189
          Accumulated depreciation                  (872,524)               (823,717)
                                             ----------------       -----------------

                                             $    19,684,020        $     26,617,472
                                             ================       =================
</TABLE>


(4)    Sales of Properties

       On June 26,  1997,  the Fund sold its  Seattle,  Washington  property for
       $8,000,000.  The Fund's investment in the property was $4,495,270, net of
       accumulated  depreciation  of  $3,191.  The  capital  gain  from the sale
       totaled $2,708,847, net of expenses of $795,883.

       On June 9, 1999, the Fund sold its San Francisco, California property for
       $5,350,000.  The Fund's investment in the property was $1,941,045, net of
       accumulated  depreciation of $882. The capital gain from the sale totaled
       $2,821,979, net of expenses of $586,976.

       On July 6, 1999,  the Fund sold its 80% interest in the Denver,  Colorado
       property  for  $5,199,200.  The Fund's  investment  in the  property  was
       $2,930,358,  net of accumulated depreciation of $10,092. The capital gain
       from the sale totaled $2,010,551, net of expenses of $258,291.

       On  September  10,  1999,  the Fund sold its  two-thirds  interest in the
       Atlanta,  Georgia property for $3,666,667.  The Fund's  investment in the
       property was $1,901,983, net of accumulated depreciation of $100,285. The
       capital  gain  from the  sale  totaled  $1,478,792,  net of  expenses  of
       $285,892.

(5)    Leases

       The Fund leases its parking  properties  to the Advisor for periods of 10
       years, expiring between August 2002 and July 2004, with options to extend
       these leases for two additional  terms of five years.  Under the terms of
       the typical lease agreement, the Advisor is obligated to pay the Fund the
       greater of minimum rent plus reimbursement of real estate taxes or 65% of
       gross  parking  revenues  ("percentage  rent").  Percentage  rents earned
       during 1999, 1998 and 1997 totaled $644,904, $473,933 and $642,958,

                                       11

<PAGE>

                        REALTY PARKING PROPERTIES II L.P.

                    Notes to Financial Statements (continued)


(5)    Leases (continued)

       respectively.  The minimum rents are 7.0% of certain  acquisition  costs.
       Parking lot rents of $1,641,428,  $1,829,773 and $1,946,943 in 1999, 1998
       and  1997,  respectively,  represented  minimum  rents  under  the  lease
       agreements. Under the terms of the leases, the Advisor is responsible for
       all operating  costs,  including real estate taxes and general and garage
       liability insurance coverage.

       Each lease is  cancelable  by the Fund upon the sale of the  property and
       the payment to the Advisor of a "termination  fee." The  termination  fee
       generally  equals 15% of the amount,  if any, by which a property's  sale
       proceeds exceed the original  acquisition cost of the property plus a 12%
       compounded annual return on the original acquisition cost minus all rents
       received  by the Fund from the  property.  Some of the  leases may differ
       from  the  terms  outlined   above  in  order  to  accommodate   specific
       circumstances of an acquired property.

       The minimum rents to be received  under the terms of the leases in effect
       at December 31, 1999 are summarized as follows:

         2000                               $   1,127,015
         2001                                   1,102,687
         2002                                   1,015,841
         2003                                     838,682
         2004                                     205,578
                                          ---------------

         Total                              $   4,289,803
                                            =============

(6)    Related Party Transactions

       The general  partner  earned an  asset-based  management fee of $186,273,
       $207,996 and $220,078 in 1999, 1998 and 1997, respectively,  for advising
       the Fund and managing its investments.  This fee is equal to 0.75% of the
       Fund's  capital  contributions  invested  in certain  properties  or fair
       values  based  on  updated   appraisals  for  certain  other  properties.
       Additionally,  the general  partner  was  reimbursed  for  certain  costs
       incurred  relating  to  administrative  services  for the  Fund  totaling
       $116,825, $91,488 and $95,695 in 1999, 1998 and 1997, respectively.

       Pursuant  to  the  parking  agreements,  the  Advisor  earns  a fee  upon
       disposition  of a property  equal to 1.5% of the  contract  price for the
       sale of the property.  Such fee is earned for services rendered to advise
       the general partner on the timing and pricing of property sales. In 1999,
       the Advisor earned  termination fees totaling  $871,489 and advisory fees
       totaling  $213,238  in  connection  with the sales of the San  Francisco,
       Denver  and  Atlanta  properties.  In 1997,  the Fund paid the  Advisor a
       termination fee of $283,949 and an advisory fee of $120,000 in connection
       with the sale of the Seattle property.

                                       12

<PAGE>

                        REALTY PARKING PROPERTIES II L.P.

                    Notes to Financial Statements (continued)


(6)    Related Party Transactions (continued)

       Under the terms of the lease  agreements,  real estate  taxes paid by the
       Fund will be  reimbursed  by the  Advisor  and are not  reflected  in the
       statements of operations.  The Fund has recorded $250,300 and $305,850 of
       real estate  taxes in both  accounts  receivable  and real  estate  taxes
       payable at December 31, 1999 and 1998, respectively.

(7)    Note Payable

       The Fund has a $3.5 million  line of credit  agreement  with a bank.  The
       interest rate on outstanding borrowings is the bank's prime rate, 8.5% at
       December 31, 1999.  The line of credit  expires in July 2000. The line of
       credit is expected to be repaid from sales proceeds  throughout  2000 and
       will be  extended  beyond its  maturity,  if  necessary.  The  collateral
       security  provision of the loan agreement  provides for the assignment of
       the Fund's  rights as a lessor to its interest in the parking lot leases,
       contracts and income. The principal balance at December 31, 1999 and 1998
       was  $2,086,000  and  $2,561,000,  respectively.  Interest  paid  on  the
       outstanding  principal  balance totaled  $200,311,  $245,770 and $279,635
       during 1999, 1998 and 1997, respectively.

(8)    Earnings for Federal Income Tax Purposes

       There was no  difference  between the Fund's net  earnings for income tax
       purposes and the net earnings for financial  reporting  purposes in 1999,
       1998 and 1997.

(9)    Partners' Capital

       The  Partnership  Agreement  provides,  among other  provisions,  for the
       following:

       (a) The Fund will  consist  of the  general  partner,  the  assignee  and
           limited partners and the subordinated limited partner.

       (b) Distributions   to  the  partners   relating  to  operations  of  the
           properties  will  be  based  on net  cash  flow,  as  defined  in the
           Partnership Agreement. Assignee and limited partners will receive 99%
           of net  cash  flow and the  general  partner  will  receive  1%.  Net
           earnings per unit of assignee and limited partnership  interests,  as
           disclosed in the  statements of  operations  is based upon  1,392,800
           Units.

       (c) Net proceeds of sale or financing of the properties will be
           distributed as follows:

           -     99% to the assignee and limited  partners and 1% to the general
                 partner until each investor has recovered its original  capital
                 contribution in full and received

                                       13


<PAGE>


                        REALTY PARKING PROPERTIES II L.P.

                    Notes to Financial Statements (continued)


(9)    Partners' Capital (continued)

                 a  cumulative,  noncompounded  annual  return  of  12%  of  its
                 adjusted capital balance to the extent that such return has not
                 been provided from prior distributions of net cash flow.

           -     Any remainder  will be distributed  90% to the assignee and
                 limited  partners,  1% to the general  partner and 9% to the
                 subordinated limited partner.

       (d)  Net earnings from  operations  and gains on sales of properties  are
            allocated consistent with the above distribution provisions,  except
            that  gains on sales  are  allocable  first  to any  partner  with a
            negative capital account balance.  Losses on sales of properties are
            allocated in accordance  with the partners'  respective  partnership
            interests.

       (e) Assignee  limited  partners  may elect to become  substitute  limited
           partners, as defined in the Partnership  Agreement.  Assignee limited
           partners who elect to become substitute limited partners will receive
           one  limited   partnership   interest  for  each   assignee   limited
           partnership interest they convert and will not be able to re-exchange
           their limited partnership  interests for assignee limited partnership
           interests.

       (f) Restrictions exist regarding transferability or disposition of
           partnership interests.

(10)   Distributions to Investors

       Distributions   of  sales  proceeds  to  investors  during  1999  totaled
       $13,076,850 of which 99% was allocated to assignee and limited  partners.
       Holders of Units received cash  distributions of $3.39,  $3.51 and $2.40,
       per Unit,  from the San  Francisco,  Denver and Atlanta  property  sales,
       respectively.  Distribution  of sale  proceeds to  investors  during 1997
       totaled  $7,204,117  of which 99% was  allocated  to assignee and limited
       partners.  Holders of Units received a cash  distribution  of $5.12,  per
       Unit, from the Seattle property sale.

       Distributions  of cash  flow to  investors  during  1999,  1998  and 1997
       totaled $1,417,459, $1,450,860 and $1,668,518, respectively, of which 99%
       was allocated to assignee and limited partners.  These distributions were
       derived from net cash provided by operating activities.

                                       14


<PAGE>


                        REALTY PARKING PROPERTIES II L.P.

                    Notes to Financial Statements (continued)

(11)   Subsequent Events

       Sale

       On January 31, 2000, the Fund sold its  Dallas-Metro,  Texas property for
       $7,000,000,  including  cash of $6,450,000  and a second lien  promissory
       note of $550,000.  The Fund's  investment in the property was $3,673,210,
       net of accumulated  depreciation  of $512,472.  The capital gain from the
       sale totaled  $3,004,532,  net of expenses of  $322,258.  The second lien
       promissory  note of  $550,000 is secured by a Second Deed of Trust and is
       due on or before  October  31,  2000.  Interest  on the unpaid  principal
       balance accrues at the rate of 15% per annum.

       Distributions

       On February 15, 2000, the Fund made a cash distribution totaling $222,276
       of which  99% was  allocated  to  assignee  and  limited  partners.  This
       distribution  was derived  from funds  provided by  operating  activities
       during 1999.  Holders of Units received a cash  distribution of $0.16 per
       Unit.

       On March 22, 2000, the Fund made a distribution of sale proceeds totaling
       $6,127,742,  of which 99% was allocated to assignee and limited partners.
       Holders of Units received a cash distribution of $4.36 per Unit.

                                       15


<PAGE>



                        REALTY PARKING PROPERTIES II L.P.

                             Partnership Information

Directors and Executive Officers

Realty Parking Company II, Inc.
General Partner:

         John M. Prugh
         President and Director

         Peter E. Bancroft
         Vice President and Director

         Terry F. Hall
         Vice President and Secretary

         Timothy M. Gisriel
         Treasurer

                                    Form 10-K

A copy of the  Fund's  Annual  Report  on Form  10-K for 1999 as filed  with the
Securities  and Exchange  Commission is available to partners  without charge on
request by writing to:

         Investor Relations
         Realty Parking Properties II L.P.
         225 East Redwood Street
         Baltimore, Maryland 21202

                                    Auditors

         KPMG LLP
         111 South Calvert Street
         Baltimore, Maryland 21202

                                  Legal Counsel

         Piper Marbury Rudnick & Wolfe LLP
         6225 Smith Avenue
         Baltimore, Maryland 21209

                               Further Information

Please  submit  changes  in  name,   address,   investment   representative  and
distribution instructions to Investor Relations at the above address.

For further  information  or questions  regarding your  investment,  please call
Jennifer Zepp, Investment Coordinator, at 410-547-3033.

                                       16