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 (FEE REQUIRED)

                   For the fiscal year ended December 31, 1997

                                                             OR

               {   }  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                                             For the transition period from to

                                              Commission file number 000-20147

                        Realty Parking Properties II L.P.
             (Exact Name of Registrant as Specified in its Charter)

        Delaware                                                  52-1710286
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

225 East Redwood Street, Baltimore, Maryland                       21202
 (Address of Principal Executive Offices)                        (Zip Code)

       Registrant's Telephone Number, Including Area Code: (410) 727-4083

Securities registered pursuant to Section 12(b) of the Act:

  Title of each class                Name of each exchange on which registered

                                  None

Securities registered pursuant to section 12(g) of the Act:

                 Assignee Units of Limited Partnership Interests
                                (Title of class)

  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

  As of December 31, 1997,  there were  1,392,800  Units of Assignee and Limited
Partnership Interests held by non-affiliates of the Registrant. Because there is
not an established  public trading  market for the Units,  the aggregate  market
value  of  the  Units  held  by  non-affiliates  of  the  Registrant  cannot  be
calculated.

                                             Documents Incorporated by Reference

The Annual Report for 1997 is incorporated by reference.


<PAGE>

                                             REALTY PARKING PROPERTIES II L.P.


                                                            Index

<TABLE>
<CAPTION>

Part I                                                                                                     Page


<S>                                                                                                         <C>
     Item 1.    Business                                                                                      3
     Item 2.    Properties                                                                                  4-5
     Item 3.    Legal Proceedings                                                                             5
     Item 4.    Submission of Matters to a Vote of Security Holders                                           5


Part II.


     Item 5.    Market for Registrant's Common Equity
                   and Related Stockholder Matters                                                          5-6
     Item 6.    Selected Financial Data                                                                       6
     Item 7.    Management's Discussion and Analysis of Financial
                   Condition and Results of Operation                                                       6-7
     Item 8.    Financial Statements and Supplementary Data                                                   8
     Item 9.    Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure                                                        8

Part III.

     Item 10.   Directors and Executive Officers of the Registrant                                          8-9
     Item 11.   Executive Compensation                                                                        9
     Item 12.   Security Ownership of Certain Beneficial Owners
                   and Management                                                                             9
     Item 13.   Certain Relationships and Related Transactions                                               10


Part IV.


     Item 14.   Exhibits, Financial Statement Schedules and
                 Reports on Form 8-K                                                                      10-13

     Signatures                                                                                                         14
</TABLE>
<PAGE>
                                              REALTY PARKING PROPERTIES II L.P.

                                                           PART I

Item 1.  Business

      Realty  Parking  Properties  II L. P. (the  "Fund") is a Delaware  limited
partnership  capitalized  on December 19, 1990. The Fund's intent was to acquire
surface lots and parking  garage  buildings  (the  "Properties")  to be held for
appreciation  and used for parking  operations to produce  current  income.  The
properties  were  acquired with an emphasis on surface  commercial  parking lots
believed to have  significant  future potential for eventual sale as development
sites.  The  acquisition  program  is  complete  and only  minor  rehabilitation
expenditures and repairs to existing Properties are expected in the future.

      The General  Partner of the Fund is Realty  Parking  Company II,  Inc.,  a
Maryland corporation.

      A minimum of 100,000 units of assignee limited partnership  interests (the
"Units") and an increased  maximum of 4,000,000 Units were registered  under the
Securities and Exchange Act of 1933, as amended. The Fund issued an aggregate of
1,392,760 Units,  raising  $34,819,000 of gross offering  proceeds,  at eighteen
closings through March, 1993.

      The Fund has entered into consulting and advisory  agreements with Central
Parking  System,  Inc.  ("Central")  and  Allright   Corporation   ("Allright"),
respectively.  Pursuant to the  agreements,  Central and Allright agreed to seek
and  identify  suitable  Properties  for  purchase by the Fund and to lease such
Properties  from the Fund  following  acquisition.  The Properties are leased to
Central or Allright (the "lessee") for a 10-year period (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 lessees are
obligated to pay the Fund the greater of the minimum rent plus  reimbursement of
real estate taxes or 65% of the gross parking revenues  ("percentage rent"). The
typical  lease  agreement  calls  for  minimum  rents of (i) 6% of the  adjusted
acquisition  cost of the property  during the first year the lessee operates the
parking facility,  (ii) 6.5% of the adjusted  acquisition cost during the second
year of  operation,  and (iii) 7% of the  adjusted  acquisition  cost during the
third and subsequent  years. A property's  adjusted  acquisition  cost generally
equals the sum of the property's purchase price,  related  acquisition  expenses
and  fees,  and site  preparation  costs.  Additionally,  under the terms of the
leases,  the  parking lot  operator  is  responsible  for all  operating  costs,
including  ad  valorem  real  estate  taxes and  general  and  garage  liability
insurance  coverage.  Each  lease is  cancelable  by the Fund upon the sale of a
property and payment to the lessee of a "termination  fee". The  termination fee
generally  equals  15% of the  amount,  if any,  by which the  property's  sales
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 Fund acquired twelve Properties  through 1994 and sold one property in
1997. The Fund's investment prior to depreciation charges, including acquisition
related costs and improvements, is $27,441,189 at December 31, 1997 (see Item 2.
Properties).

      The offering  proceeds,  net of issuance  related fees and working capital
reserves, were used to acquire the Properties. Additionally, the Fund obtained a
line of credit to complete the Fund's acquisition program, to supplement working
capital  reserves  and to make  distributions  to  partners  (see Note 7,  "Note
Payable," in Item 8, Financial Statements, herein).

      The success of the Fund will, to a large extent,  depend on the quality of
management  of the Fund,  its property  acquisitions  and the timing,  terms and
conditions  of any sale or  financing.  Future  development  may be  delayed  or
rendered legally or economically  unfeasible as a result, for example, of future
building  moratoriums,  zoning  changes  and  changes in growth and  development
patterns.

      The  interim  use of the  Properties  for  parking  operations  to produce
current  income is dependent on Central's  and  Allright's  ability to pay rents
under the terms of the lease agreements. Rents may vary due to percentage rental
payments  (discussed  above)  which  are  influenced  by a variety  of  factors,
including competition,  traffic levels, parking demand and the location,  design
and  condition  of the  parking  lot (see Item 7.  Management's  Discussion  and
Analysis of Financial Condition and Results of Operations).



                                                              3

<PAGE>


                                              REALTY PARKING PROPERTIES II L.P.

Item 2.  Properties

      The Fund owns eleven properties in total,  eight of which are wholly owned
by  the  Fund.  The  undivided  tenants-in-common  ownership  of  three  of  the
Properties is noted below. The Properties are not subject to a mortgage or other
lien or  encumbrance  under the terms of the term loan  agreement,  however  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.  As of  December  31,  1997 the Fund owns the  following
Properties: 
<TABLE> 
<CAPTION>
                                       Approximate                     Gross ***             1997
           Location                    Size (Sq. Ft.)  Type         Investment Cost      Rental Income    Lease Date

<S>                                     <C>                         <C>                   <C>            <C>      <C>
Phoenix, Arizona                        275,310      surface lot    $  3,356,534          $ 304,664      5/94-    4/04
Southwest corner of Van
Buren and 44th Streets

San Diego, California                    50,000      surface lot       2,226,652            133,104      1/94-   12/03
Block bounded by 8th and 9th
Avenue and A & B Streets

San Diego, California (Union)            35,000      surface lot       3,658,110            197,317      8/94-    7/04
Block bounded by Union,
State, C & B Streets

San Francisco, California                12,720      surface lot       1,941,927            222,585      6/94-    5/04
"L" shaped lot bounded by
New Montgomery, Howard,
and Natoma Streets

Denver, Colorado                        106,250      surface lot       2,940,450            174,768      6/94-    5/04
Block bounded by 19th
Avenue, Broadway,
20th Avenue and
Lincoln Street*

Atlanta, Georgia                         78,582      surface lot       2,002,269            403,916      4/94-    3/04
Block bounded by Harris                              and garage
and Williams Streets,
Techwood Drive and
International  Boulevard**

Tulsa, Oklahoma                          39,646      surface lot         766,285             63,601     12/92-   11/02
Block bounded by South
Boston Avenue, East 3rd
Street and South Cincinnati
Avenue*

Nashville, Tennessee                     57,720      surface lot       1,797,731            315,563      9/93-    8/03
North side of Charlotte Avenue                       and garage
 between Fourth and Fifth
Avenues, North

Dallas, Texas                            45,714      surface lot       2,200,732            161,082      1/94-   12/03
Southeast corner of Main and                         and garage
St. Paul Streets
</TABLE>


                                                              4

<PAGE>


                                              REALTY PARKING PROPERTIES II L.P.

Item 2.  Properties (continued)
<TABLE>
<CAPTION>
                                       Approximate                       Gross               1997
           Location                    Size (Sq. Ft.)  Type         Investment Cost      Rental Income    Lease Date

<S>                                      <C>                           <C>                  <C>           <C>      <C>
Dallas, Texas (Metro)                    19,450      surface lot       4,185,681            296,026       3/94-    2/04
Southeastern corner of Field and                     and garage
Elm Streets

San Antonio, Texas                       43,341      surface lot       2,364,818            164,797       7/92-    8/02
Northwest corner of Dwyer
Avenue and Nueva Street

Seattle, Washington                      66,179      surface lot             -              152,478      10/93-    9/03
Block bounded by Jackson Street,
3rd Avenue, King Street and
2nd Avenue****
                                                                     $27,441,189        $ 2,589,901
                                                                       =========          =========
</TABLE>

* The Fund owns an 80% undivided interest in the Denver, Colorado property and a
60% undivided interest in the Tulsa, Oklahoma property.  The remaining interests
of both properties are owned by Central.

** The  Fund  owns a  two-thirds  undivided  interest  in the  Atlanta,  Georgia
property. The remaining interest of this property is owned by Allright.

*** The gross  investment  cost reflects the Fund's  pro-rata  investment in the
jointly owned Properties.

****The Seattle, Washington property was sold during 1997.

Item 3.  Legal Proceedings

        The Fund is not subject to any material pending legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders

        There were no  matters  submitted  to the  security  holders  for a vote
during the last quarter of the fiscal year covered by this report.

                                                           PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

        An  established  public  trading market for the Units does not exist and
the Fund does not  anticipate  that a public  market will  develop.  Transfer of
Units by an investor and purchase of Units by the Fund may be accommodated under
certain  terms  and  conditions.   The  Partnership  Agreement  imposes  certain
limitations  on the  transfer  of Units and may  restrict,  delay or  prohibit a
transfer primarily if:

        o  the transfer of Units would cause a technical termination of the Fund
           within meaning of Section 708(b)(1)(A) of the Internal Revenue Code;

        o  such a  transfer  would  be a  violation  of  any  federal  or  state
           securities  laws that may cause the Fund to be classified  other than
           as a partnership for federal income tax purposes and;

        o  such  transfers  would  cause the Fund to be treated  as a  "publicly
           traded  partnership"  under  Section  7704 and 469(k) of the Internal
           Revenue Code.

                                                              5

<PAGE>


                                              REALTY PARKING PROPERTIES II L.P.

     Item 5.  Market for  Registrant's  Common  Equity and  Related  Stockholder
Matters (continued)

        As of December 31, 1997,  there were 1,955 holders of assignee  units of
limited  partnership  interests  of  the  registrant,  owning  an  aggregate  of
1,392,800 units.

      The Fund made four quarterly  cash  distributions  in 1997,  1996 and 1995
totaling  $1,668,518,  $1,626,668  and  $1,582,704,   respectively,  from  funds
provided by operations. Additionally in 1997, the Fund distributed sale proceeds
totaling $7,204,117.

Item 6.  Selected Financial Data

     Revenues and net earnings information furnished below is for the five years
ended December 31, 1997:
<TABLE>
<CAPTION>
                                     1997                1996             1995                1994              1993
Revenues:
<S>                             <C>                <C>               <C>                 <C>               <C>
        Gain - sale             $  2,708,847       $       -         $         -         $       -         $     -
        Rental income              2,589,901          2,464,856           2,252,425         1,648,982         555,555
        Interest income               35,447             14,495              15,020           122,854         552,983
        Net earnings               4,538,493          1,647,840           1,461,945         1,170,914         661,992
        Net earnings per Unit *         3.23               1.17                1.04              0.83            0.48

        Total assets              27,969,119         32,476,178          32,308,790        32,009,234      29,659,489

        Partners' capital         24,531,185         28,865,327          28,844,155        28,964,914      29,420,675

        Cash distributions
        paid per Unit: *
             operations                 1.19               1.16                1.13               .78       .30 - .52
                 return of capital      -                  -                   -                  .38       .42 - .73
             sale proceeds              5.12               -                   -                 -            -
</TABLE>

               * Net  earnings per Unit in 1997,  1996,  1995 and 1994 are based
               upon 1,392,800  units  outstanding  during the year. Net earnings
               per Unit in 1993 is based upon 1,358,495  weighted  average units
               outstanding,  respectively.  Cash  distributions  paid  per  Unit
               during  1993  vary  depending  on the date of  admittance  of the
               investors  to the Fund.  Investors  were  admitted to the Fund at
               eighteen intervals from July 1991 through March 1993.

           The above selected  financial data should be read in conjunction with
the financial  statements and  accompanying  notes  incorporated by reference in
this report.

Item 7.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations

Liquidity and Capital Resources

           The  Fund  completed  its  acquisition  program  in 1994 and does not
anticipate  acquiring  any  additional  properties.  The Fund  acquired and made
improvements  to twelve  properties.  The Fund  sold one  property  during  1997
resulting  in  $27,441,189  in gross  investment  in real estate at December 31,
1997.  The Fund  does not  contemplate  making  any  major  improvements  to its
properties during 1998.

           At December 31, 1997, the Fund had a working capital position of cash
and cash equivalents of $887,200,  accounts  receivable of $283,112 and accounts
payable and accrued expenses and other short term liabilities of $376,934.

           Cash  and cash  equivalents  increased  $192,795  during  1997.  This
increase  represents  the net effect of $1,861,313 in cash provided by operating
activities,  sale  proceeds of  $7,204,117  and  distributions  to  investors of
$8,872,635.

                                                              6

<PAGE>


                                              REALTY PARKING PROPERTIES II L.P.

Item 7.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations (continued)

Liquidity and Capital Resources (continued)

      On July 18,  1994 the Fund  closed  on its  $5.6  million  line of  credit
agreement with a bank.  Borrowings  under the credit  agreement bear interest on
the  outstanding  principal  amount at the bank's  prime rate plus 1% per annum.
Effective July 18, 1997,  the line of credit  agreement was amended to a maximum
$3.5 million capacity,  the interest rate on outstanding  borrowings was reduced
to the bank's  prime rate (8.5% at December  31,  1997) and the  commitment  was
extended for an  additional  three years,  until July 18,  2000.  The  principal
balance at December 31, 1997 and 1996 was $3,061,000.

      On February 13, 1998,  the Fund made a cash  distribution  to investors of
$349,600.  This distribution was derived from cash provided by operations during
1997.

Results of Operations

      Parking lot rental income increased  $125,045 and $212,431 during 1997 and
1996,  as compared to the  previous  year.  This  increase  is  attributable  to
scheduled  increases in minimum lease rents,  as well as higher  percentage rent
payments.

      The Fund  leases its  facilities  to parking  operators  under  terms that
typically  include  a  minimum  rent  calculated  as  a  percentage  of  certain
acquisition  costs  (see  Note 5,  "Leases"  in Item  8.  Financial  Statements,
herein). In addition,  lessees are typically obligated to pay a percentage rent,
calculated as a percentage of gross parking  revenues.  During 1997,  percentage
rents were earned at the Nashville,  Tulsa, Atlanta, Dallas (Metropolitan),  San
Francisco and Phoenix  facilities  totaling  $642,958.  During 1996,  percentage
rents were earned at the Nashville,  San Antonio, Tulsa, Atlanta, San Francisco,
Phoenix  and San  Diego  (Union)  facilities  totaling  $409,065.  During  1995,
percentage rents were earned at the Nashville,  San Diego (Steve),  Atlanta, San
Francisco and San Diego (Union) facilities totaling $300,823.  Percentage rental
payments have  increased in 1997 and 1996 by 57% and 36%,  respectively.  During
1997 and 1996, the Fund received a substantial  amount of percentage  rents from
the Atlanta  facility.  These  percentage  rents were  largely  attributable  to
additional  revenues  that were  earned  due to the  impact of the 1996  Olympic
Games, and are not likely to recur.

      On June 26, 1997,  the Fund sold its 66,179  square foot parcel of land in
Seattle,  Washington for $8,000,000.  The Fund's  investment in the property was
$4,495,268, net of accumulated depreciation of $3,191. The capital gain from the
sale totaled  $2,708,847,  net of expenses of $795,885.  The sale of the Seattle
facility  will  reduce the Fund's  annual  rental  revenues by  $313,668,  a 15%
decline on 1997 base rentals  (excluding  the effect of any  percentage  rents).
Additionally,  the  Fund's  annual  management  fee  expense  will be reduced by
approximately $33,700.

      In 1997,  interest income  increased  $20,952 over 1996 due to higher cash
balances.  Interest  income in 1996  remained  consistent  with  1995  levels as
interest rates and cash balances were relatively constant.

      Expenses in 1997, net of  amortization  and  depreciation,  were $615,588,
reflecting a $28,235  decrease  over 1996.  This  decrease is  primarily  due to
reduced  management  fees  as a  result  of the  Seattle  property  sale,  lower
professional fees and a reduction of interest expense due to the decrease in the
interest rate on the note payable.

      Expenses in 1996, net of  amortization  and  depreciation,  were $643,823,
reflecting an $8,743  increase over 1995 levels.  This net increase is primarily
the  result of an  increase  in travel  and  administrative  expenses  due to an
increased  focus on the current  condition  and values of the  Properties in the
portfolio,  an increase in interest  expense due to higher  borrowings under the
line of credit and were offset by lower professional fees.

      Depreciation  charges  increased  in each of the  years in the  three-year
period ended  December 31, 1997 as a result of  additions to  depreciable  fixed
assets in 1996 and 1995.



                                                              7

<PAGE>


                                              REALTY PARKING PROPERTIES II L.P.

Item 7.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations (continued)

Results of Operations (continued)

      The  information  management  gained  during its site visits has permitted
better analysis of disposition  strategies.  While it was originally anticipated
that the highest  returns would be obtained  from  property  sales to buyers who
desired sites for near term development potential,  management now believes that
certain  properties  could be sold at  substantial  gains based on their parking
potential.  The Fund is particularly alert for such opportunities and has placed
the  Dallas-Metropolitan  garage  under  contract  to a real  estate  investment
company which specializes in parking properties.  Nonrefundable earnest money of
$250,000  was  deposited  into an escrow  account.  The sale should occur in May
1998,  however,  there is no  assurance  that the  prospective  buyer will close
pursuant to the contract of sale.

      Management has initiated a program to prepare the Fund's computer  systems
and  applications  for the year  2000.  The  Fund  expects  to incur  additional
administrative  costs  as well as  consulting  and  other  expenses  related  to
infrastructures  and facilities'  enhancements  necessary to prepare the systems
for the year 2000. A significant  proportion of these costs are not likely to be
incremental costs to the Fund, but rather will represent the redeployment of the
existing information technology resources.

Item 8.  Financial Statements and Supplementary Data

      Index to Financial Statements:
                                                           Page(s)
                                                     Herein    Annual Report

           Independent Auditors' Report                11             5
           Balance Sheets                                             6
           Statements of Operations                                   7
           Statements of Partners' Capital                            8
           Statements of Cash Flows                                   9
           Notes to Financial Statements                            10-15
           Financial Statement Schedule
             Schedule III - Real Estate and
             Accumulated Depreciation                               12-13

      All other schedules are omitted  because they are not  applicable,  or not
required,  or because the  required  information  is  included in the  financial
statements or notes thereto.


Item 9.  Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure

      None.

                                                          Part III


Item 10.  Directors and Executive Officers of the Registrant

      The General  Partner of the Fund is Realty  Parking  Company II, Inc.  The
Fund's  principal  executive  offices  are located at 225 East  Redwood  Street,
Baltimore,  Maryland 21202,  telephone  (410) 727-4083.  The General Partner has
primary responsibility for the selection and negotiation of terms concerning the
acquisition  of the  Properties'  sites,  selecting  a manager  for the  interim
investments,  and the  structure of the  offering  and of the Fund.  The General
Partner is responsible for overseeing the performance of those who contract with
the Fund, as well as making  decisions with respect to the  financing,  sale and
liquidation  of the  Fund's  assets.  It will also  provide  all  reports to and
communications with investors and others, all

                                                              8

<PAGE>


                                              REALTY PARKING PROPERTIES II L.P.

Item 10.  Directors and Executive Officers of the Registrant (continued)

distributions  and allocations to investors,  the  administration  of the Fund's
business and all filings with the Securities  and Exchange  Commission and other
federal or state regulatory  authorities.  The Agreement of Limited  Partnership
provides for the removal of the General  Partner and the election of a successor
or additional general partner by investors holding a majority in interest of the
Units.

      The  directors  and  principal  officers  of the  General  Partner  are as
follows:

     John M. Prugh,  age 49, has been a Director  and  President  of the General
Partner since 1990 and of Alex.  Brown Realty,  Inc. and Armata  Financial Corp.
since  1984.  Mr.  Prugh  graduated  from  Gettysburg  College in 1970,  and was
designated  a  Certified  Property  Manager  by the  Institute  of  Real  Estate
Management in 1979. He has worked in property  management  for H. G. Smithy Co.,
in Washington, D.C., and Dreyfuss Bros., Inc. in Bethesda, Maryland. Since 1977,
Mr. Prugh has been involved in managing,  administering,  developing and selling
real estate investment  projects  sponsored by Alex. Brown Realty,  Inc. and its
subsidiaries.

     Peter E.  Bancroft,  age 45, has been a Director and Vice  President of the
General  Partner since 1990 and a Senior Vice  President of Alex.  Brown Realty,
Inc. and Armata Financial Corp. since 1983. Mr. Bancroft  graduated from Amherst
College in 1974,  attended  the  University  of  Edinburgh,  and received a J.D.
degree from the University of Virginia  School of Law in 1979.  Prior to joining
Alex.  Brown  Realty,  Inc. in 1983,  Mr.  Bancroft  held legal  positions  with
Venable, Baetjer and Howard and T. Rowe Price Associates, Inc.

     Terry F.  Hall,  age 51, has been a Vice  President  and  Secretary  of the
General  Partner  since 1990 and a Vice  President  and  Secretary of, and Legal
Counsel for,  Alex.  Brown Realty,  Inc. since 1989. Mr. Hall graduated from the
University  of  Nebraska-Lincoln  in 1968,  and received a J.D.  degree from the
University of  Pennsylvania  Law School in 1973.  Prior to joining  Alex.  Brown
Realty, Inc. in 1986, Mr. Hall was a Partner at the law firm of Venable, Baetjer
and  Howard  from  1981 to 1986 and an  associate  at the same firm from 1973 to
1981.

     Timothy M. Gisriel,  age 41, has been the Treasurer of the General  Partner
and of Alex.  Brown Realty,  Inc. and Armata  Financial Corp. since 1990. He was
the Controller of Alex. Brown Realty,  Inc. and Armata Financial Corp. from 1984
through 1990. Mr. Gisriel graduated from Loyola College in 1978 and received his
Masters of Business  Administration  degree from the Robert G. Merrick School of
Business, University of Baltimore, in 1993. Prior to joining Alex. Brown Realty,
Inc. in 1984,  Mr.  Gisriel was an audit  supervisor in the Baltimore  office of
Coopers & Lybrand. He is a Maryland Certified Public Accountant.

      There is no family  relationship  among the officers and  directors of the
General Partner.


Item 11.  Executive Compensation

      The officers and directors of the General Partner received no compensation
from the Fund.

      The General  Partner is entitled to receive a share of cash  distributions
and a share of  profits  and losses as  described  in the  Agreement  of Limited
Partnership  (see Note 9. "Partners'  Capital" in Item 8. Financial  Statements,
herein).

      For a discussion of compensation  and fees to which the General Partner is
entitled, see Item 13, Certain Relationships and Related Transactions, herein.




                                                              9

<PAGE>


                                              REALTY PARKING PROPERTIES II L.P.

Item 12.   Security Ownership of Certain Beneficial Owners and Management

      No  person  is known to the Fund to own  beneficially  more than 5% of the
outstanding assignee units of limited partnership interest of the Fund.

      The Assignor Limited  Partner,  Parking  Properties  Holding Co., Inc., an
affiliate  of the General  Partner,  holds 40 Units  representing  a  beneficial
interest in limited  partnership  interests  in the Fund.  The Units held by the
Assignor  Limited  Partner have all rights  attributable to such Units under the
Agreement  of Limited  Partnership  except that these Units of assignee  limited
partnership interests are nonvoting.

      The General Partner has a 1% interest in the Fund as the General  Partner,
but holds no Units.

      At December 31,  1997,  Central  held 42,104  Units (an  approximate  3.0%
investment in the Fund).

      There are no arrangements,  known to the Fund, the operation of which may,
at a subsequent date, result in a change of control of the registrant.


Item 13.   Certain Relationships and Related Transactions

      The General Partner and its affiliates have and are permitted to engage in
transactions  with the Fund.  For a summary of fees paid during  1997,  1996 and
1995 to the  General  Partner and its  affiliates,  see Note 6,  "Related  Party
Transactions", in Item 8, Financial Statements, herein.



                                                           PART IV


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

     (a)  1.  Financial  Statements:  See  Index  to  Financial  Statements  and
Supplementary Data in Item 8 on page 8, herein.
 
     2.  Financial  Statement  Schedule:  See Index to Financial  Statements and
Supplementary Data in Item 8 on page 8, herein. 3. Exhibits:
 
     (3, 4) Agreement of Limited  Partnership on pages 1 through 39 of Exhibit A
to  the  Fund's  Registration   Statement  on  Form  S-11  (File  No.  33-38437)
incorporated herein by reference.

     (13)   Annual Report for 1997

           (b)   Reports on Form 8-K:  None.



                                                             10

<PAGE>
                                              REALTY PARKING PROPERTIES II L.P.
                                           INDEPENDENT AUDITORS' REPORT




The Partners
Realty Parking Properties II L.P.:


Under date of January  23,  1998 we  reported  on the  balance  sheets of Realty
Parking  Properties  II L.P. as of December  31, 1997 and 1996,  and the related
statements of operations, partners' capital and cash flows for each of the years
in the three-year period ended December 31, 1997 as contained in the 1997 Annual
Report.  These financial  statements and our report thereon are  incorporated by
reference in the Annual  Report on Form 10-K for 1997.  In  connection  with our
audits of the aforementioned  financial statements,  we have audited the related
financial statement schedule as listed in the accompanying index. This financial
statement  schedule  is  the  responsibility  of  the  Fund's  management.   Our
responsibility  is to express an opinion  of the  financial  statement  schedule
based on our audits.

In our opinion,  such financial statement schedule,  when considered in relation
to the basic financial  statements  taken as a whole,  presents  fairly,  in all
material respects, the information set forth therein.





                              KPMG PEAT MARWICK LLP


Baltimore, Maryland
January 23, 1998

                                      -11-
<PAGE>

REALTY PARKING PROPERTIES II L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                                                        page 1 of 2

             COLUMN A                 COLUMN C               COLUMN D                  COLUMN E
                                                          COST CAPITALIZED           GROSS AMOUNT
                                                            SUBSEQUENT                  CARRIED
                                  INITIAL COST TO THE      TO ACQUISITION          AT CLOSE OF PERIOD
                                      PARTNERSHIP           LAND      BUILDING     LAND &    BUILDING &
           DESCRIPTION                LAND     BUILDING    IMPROVE.   IMPROVE.     IMPROVE.   IMPROVEM.   TOTAL

PHOENIX, ARIZONA
approximately 275,310 square foot
<S>                                <C>                      <C>                   <C>                 <C>
surface parking lot                $3,251,486               105,048               3,356,534           0  3,356,534

SAN DIEGO, CALIFORNIA
approximately 50,000 square foot
surface parking lot                 2,197,540                29,112               2,226,652           0  2,226,652

SAN DIEGO, CALIFORNIA (Union)
approximately 35,000 square foot
surface parking lot                 3,596,425                61,684               3,658,110           0  3,658,110

SAN FRANCISCO, CALIFORNIA
approximately 12,720 square foot
surface parking lot                 1,941,856                    71               1,941,927           0  1,941,927

DENVER, COLORADO
approximately 106,250 square foot
surface parking lot                 2,914,555                25,895               2,940,450           0  2,940,450

ATLANTA, GEORGIA
approximately 78,582 square foot
surface parking lot & garage        1,206,054   703,019      52,415      40,781   1,258,469     743,800  2,002,269

TULSA, OKLAHOMA
approximately 39,646 square foot
surface parking lot                   765,857                   428                 766,285           0    766,285

NASHVILLE, TENNESSEE
approximately 57,720 square foot
surface parking lot and garage      1,101,312   134,525     133,902     427,992   1,235,214     562,517  1,797,731

DALLAS, TEXAS
approximately 45,714 square foot
surface parking lot and garage      1,351,734   768,578     (21,138)    101,558   1,330,596     870,136  2,200,732

DALLAS, TEXAS (Metro)
approximately 19,450 square foot
surface parking lot and garage        778,602 3,384,762                  22,317     778,602   3,407,079  4,185,681

SAN ANTONIO, TEXAS
approximately 43,341 square foot
surface parking lot                 2,358,144                 6,674               2,364,818           0  2,364,818




                                  $21,463,565 4,990,884     394,091     592,648  21,857,657   5,583,532 27,441,189

</TABLE>


                                       12

<PAGE>

REALTY PARKING PROPERTIES II L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                                               page 2 of 2

             COLUMN A                COLUMN F  COLUMN H   COLUMN I
                                                          LIFE ON
                                                           WHICH
                                  ACCUMULATED           DEPRECIATION
                                  DEPRECIATION   DATE   IN LATEST I/S
           DESCRIPTION                ("A/D")  ACQUIRED IS COMPUTED

PHOENIX, ARIZONA

approximately 275,310 square foot
<S>                                    <C>      <C>
surface parking lot                    12,996   06/94    SEE NOTE 5

SAN DIEGO, CALIFORNIA
approximately 50,000 square foot
surface parking lot                       N/A   12/93       N/A

SAN DIEGO, CALIFORNIA (Union)
approximately 35,000 square foot
surface parking lot                    19,940   07/94    SEE NOTE 5

SAN FRANCISCO, CALIFORNIA
approximately 12,720 square foot
surface parking lot                       543   05/94    SEE NOTE 5

DENVER, COLORADO
approximately 106,250 square foot
surface parking lot                     6,175   12/91    SEE NOTE 5

ATLANTA, GEORGIA
approximately 78,582 square foot
surface parking lot & garage           71,148   03/94    SEE NOTE 5

TULSA, OKLAHOMA
approximately 39,646 square foot
surface parking lot                       N/A   11/92       N/A

NASHVILLE, TENNESSEE
approximately 57,720 square foot
surface parking lot and garage         92,346   02/92    SEE NOTE 5

DALLAS, TEXAS
approximately 45,714 square foot
surface parking lot and garage        110,487   02/93    SEE NOTE 5

DALLAS, TEXAS (Metro)
approximately 19,450 square foot
surface parking lot and garage        337,750   02/94    SEE NOTE 5

SAN ANTONIO, TEXAS
approximately 43,341 square foot
surface parking lot                       N/A   06/92       N/A


                                      651,385
</TABLE>


<TABLE>
<CAPTION>

(1)                               1997                      1996                    1995
                                  REAL ESTATE       A/D REAL ESTATE         A/D REAL ESTATE         A/D

<S>                               <C>           <C>      <C>            <C>      <C>            <C>
BALANCE AT BEGINNING OF PERIOD    $31,939,650   481,828  31,927,313     310,580  31,584,624     156,600
ADDITIONS TO INVESTMENT IN R/E              0   172,748      12,337     171,248     342,689     153,980
REAL ESTATE SOLD                   (4,498,461)   (3,191)          0           0           0           0
BALANCE AT CLOSE OF PERIOD        $27,441,189   651,385 $31,939,650     481,828 $31,927,313     310,580

</TABLE>

(2) AGGREGATE  COST FOR FEDERAL  INCOME TAX PURPOSES IS  $27,441,189 AT DECEMBER
31, 1997 (3) SEE NOTE 3 OF NOTES TO THE  FINANCIAL  STATEMENTS  FOR  INFORMATION
REGARDING THE FUND'S
       INVESTMENT IN REAL ESTATE.
(4) THERE ARE NO ENCUMBRANCES ON THE REAL ESTATE SET FORTH ABOVE.
(5) LAND IMPROVEMENTS ARE DEPRECIATED OVER 15 YEARS STRAIGHT LINE
     BUILDING & IMPROVEMENTS IN SERVICE PRIOR TO JANUARY 1, 1994 ARE DEPRECIATED
     OVER 31.5 YEARS  STRAIGHT  LINE  BUILDING &  IMPROVEMENTS  IN SERVICE AFTER
     JANUARY 1, 1994 ARE DEPRECIATED OVER 39 YEARS STRAIGHT LINE



                                      -13-
<PAGE>


                                         REALTY PARKING PROPERTIES II L.P.



                                                    SIGNATURES


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


                                            REALTY PARKING PROPERTIES II L. P.



DATE:   3/25/98                             BY:  /s/   John M. Prugh
                                            John M. Prugh
                                            President and Director
                                            Realty Parking Company II, Inc.
                                            General Partner


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




DATE:  3/25/98                              BY:  /s/   John M. Prugh
                                            John M. Prugh
                                            President and Director
                                            Realty Parking Company II, Inc.
                                            General Partner



DATE:  3/25/98                              BY:  /s/  Peter E. Bancroft
                                            Peter E. Bancroft
                                            Vice President and Director
                                            Realty Parking Company II, Inc.
                                            General Partner


DATE:  3/25/98                              BY:  /s/  Terry F. Hall
                                            Terry F. Hall
                                            Vice President and Secretary
                                            Realty Parking Company II, Inc.
                                            General Partner



DATE:  3/25/98                              BY:  /s/  Timothy M. Gisriel
                                            Timothy M. Gisriel
                                            Treasurer
                                            Realty Parking Company II, Inc.
                                            General Partner



                                                       -14-


<PAGE>