UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)
{ X } ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
               EXCHANGE ACT OF 1934

                     For the fiscal year ended December 31, 2002

                                       OR

{   } 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 0-20147

                        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_____

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K(ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.[X]

     Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).

               Yes                            No     X

     As of December 31, 2002, there were 1,392,800 Units of Assignee 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 2002 is incorporated by reference.


<PAGE>
                        REALTY PARKING PROPERTIES II L.P.


                                      Index




Part I                                                                     Page


     Item 1.    Business                                                      3
     Item 2.    Properties                                                    4
     Item 3.    Legal Proceedings                                             4
     Item 4.    Submission of Matters to a Vote of Security Holders           4


Part II.


     Item 5.    Market for Registrant's Common Equity
                   and Related Stockholder Matters                            5
     Item 6.    Selected Financial Data                                       5
     Item 7.    Management's Discussion and Analysis of Financial
                   Condition and Results of Operation                       6-8
     Item 7a.   Quantitative and Qualitative Disclosures About Market Risk    8
     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            9
     Item 11.   Executive Compensation                                        9
     Item 12.   Security Ownership of Certain Beneficial Owners
                   and Management and Related Partner Matters                10
     Item 13.   Certain Relationships and Related Transactions               10
     Item 14.   Controls and Procedures                                      10


Part IV.


     Item 15.   Exhibits, Financial Statement Schedules and
                 Reports on Form 8-K                                      10-16

     Signatures                                                              17


<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 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 8, "Note Payable," in Item 8. Financial Statements, herein).

      The Partnership has an Investment Advisory Agreement with Central Parking
System, Inc. (the "Advisor"). The Advisor identified properties for purchase by
the Fund and leased such properties from the Fund following acquisition.
Pursuant to the Investment Advisory Agreement, the Advisor will earn 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.

      The Fund acquired twelve Properties through 1994 and has sold ten of the
Properties through December 31, 2002. The Fund's net investment in the
Properties, including the Property held for sale, is $5,669,365 at December 31,
2002 (see Item 2. Properties).

      The Properties are leased to the Advisor for a 10-year period, expiring in
April 2004 and June 2007, with options to extend the leases for two additional
terms of five years. Under the terms of the lease agreements, 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"). The minimum
rents are currently equal to 7% of a property's adjusted acquisition cost, which
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 Advisor 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 Advisor of a "termination fee." The termination fee generally equals 15% of
the amount, if any, by which the 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.

      The interim use of the Properties for parking operations to produce
current income is, in part, dependent upon the Advisor'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 two Properties at December 31, 2002, as follows:
<TABLE>
<CAPTION>
                                Approximate                      Gross (1)           2002 (3)
           Location            Size (Sq. Ft.)     Type         Investment Cost      Rental Income    Lease Date

<S>                               <C>                           <C>                   <C>             <C>  <C>
Phoenix, Arizona                  275,310      surface lot      $  3,304,549          $ 289,766       5/94-4/04
Southwest corner of Van
Buren and 44th Streets

San Antonio, Texas                 43,341      surface lot         2,364,816            225,068       7/92-6/07
Northwest corner of Dwyer
Avenue and Nueva Street  (2)
                                                                -------------------------------
                 Total                                          $  5,669,365          $ 514,834
                                                                ===============================
</TABLE>

(1)  Investment in real estate includes a property classified as held for sale
     and is recorded net of accumulated depreciation totaling $51,985.
(2)  The Fund classified this Property as held for sale at December 31, 2002 and
     subsequently sold the property on February 20, 2003.
(3)  2002 rental income does not include rental income from the Properties sold
     during 2002.



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.




                                       4

<PAGE>

                        REALTY PARKING PROPERTIES II L.P


                                     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 Sections 7704 and 469(k) of the Internal Revenue Code.

      As of December 31, 2002, there were 1,888 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 2002, 2001, and 2000
totaling $705,289, $810,034 and $1,160,501, respectively, from funds provided by
operating activities. Additionally, in 2002, 2001 and 2000, the Fund distributed
sales proceeds totaling $7,995,759, $5,076,934 and $9,225,916, respectively.


Item 6.  Selected Financial Data

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

<TABLE>
<CAPTION>
                                     2002                2001              2000             1999               1998

<S>                             <C>                <C>               <C>                <C>                <C>
      Rental income (1)         $    933,795       $  1,282,851        $ 1,439,471      $  2,286,332       $  2,303,706
      Interest income                 16,165             18,652             94,123            58,612             26,396
      Gain on properties, net (2)  3,738,508          1,471,997          4,883,776         6,311,322                -
      Net earnings                 4,349,405          2,344,410          6,010,278         7,977,696          1,553,368
      Net earnings per Unit             3.06               1.64               4.24              5.58               1.10

      Total assets                 6,033,941         10,566,721         14,690,558        20,620,474         27,582.852
      Note payable                        -                  -             636,000         2,086,000          2,561,000
      Partners' capital            5,846,740         10,198,383         13,740,941        18,117,080         24,633,693
       Cash distributions
        Paid per Unit:
          Operations                     .50                .58                .82              1.00               1.03
          Sales proceeds                5.68               3.61               6.56              9.30                -
</TABLE>

(1)    Includes revenue from properties sold or classified as held for sale
       after January 1, 2002, which is classified in discontinued operations
       in the statements of operations.

(2)    Includes gains on properties sold after January 1, 2002, which are
       classified in discontinued operations in the statements of operations.


                                       5

<PAGE>

                        REALTY PARKING PROPERTIES II L.P


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

Liquidity and Capital Resources

       The Fund currently has no plans to use working capital to perform major
repairs or improvements to its two remaining properties.

      At December 31, 2002, the Fund had a working capital position that
included cash and cash equivalents of $327,576 and accounts payable and accrued
expenses of $150,201. Cash and cash equivalents decreased $23,688 during 2002.
This decrease represents the net effect of $581,600 in cash provided by
operating activities, $705,289 in quarterly cash distributions to investors,
$8,095,760 from the sales of three properties, and sales proceeds distributions
to investors totaling $7,995,759. The Fund has sufficient liquidity to satisfy
its anticipated operating expenditures.

      On February 20, 2003, the Fund sold its San Antonio property for
$3,300,000. The Fund's investment in the property was $2,364,816. The gain from
the sales totaled $744,934, net of expenses of $190,250.

      On March 17, 2003, the Fund made the San Antonio sale proceeds
distribution totaling $3,109,750, of which 99% was allocated to Assignee and
Limited Partners. Assignee and Limited Partners received a cash distribution of
approximately $2.21 per original $25 Unit.

      In July 2000, the Fund's line of credit agreement with a bank was amended
to reduce the bank's commitment from $3,500,000 to $736,000, the principal
balance outstanding at that time. The principal balance at December 31, 2000 was
$636,000. The line of credit was repaid in full during 2001.

Results of Operations

      In accordance with the provisions of Statement of Financial Accounting
Standards No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets" (SFAS No. 144), the statements of operations present income from
continuing operations and from discontinued operations. Discontinued operations
include the operating results of properties sold in 2002. The prior year amounts
for these properties have been reclassified to discontinued operations as
required by SFAS No. 144. The following discussion and analysis of the results
of operations conforms to this presentation in the statements of operations.

      Parking lot rental income includes base rents and percentage rents earned
pursuant to lease agreements in effect during each period. The Fund leases its
facilities to the Advisor under terms that typically include a minimum rent
calculated as a percentage of certain acquisition costs. In addition, the
Advisor is typically obligated to pay percentage rent, calculated as a
percentage of gross parking revenues.

Sales

      During 2002, the Fund sold three properties (Dallas, Nashville and Tulsa)
for $8,702,500. The Fund's investment in the properties was $4,246,113 net of a
settlement payment, and accumulated depreciation of $407,498. The gain from the
sales totaled $3,738,508, net of expenses of $717,879.

      During 2001, the Fund sold one property for $5,320,000. The Fund's
investment in the property was $3,604,936, net of accumulated depreciation of
$53,174. The gain from the sale totaled $1,471,997, net of expenses of $243,067.

      During 2000, the Fund sold two properties for $11,328,000. The Fund's
investment in the properties was $5,899,862, net of accumulated depreciation of
$512,472. The gain from the sales totaled $4,883,776, net of expenses of
$544,362.


                                       6

<PAGE>

                        REALTY PARKING PROPERTIES II L.P


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

Continuing Operations

      Parking lot revenue for 2002, 2001 and 2000 totaled $289,766, $545,809 and
$708,135, respectively.

      Parking lot revenue declined during 2002 by $256,043 from 2001. This
decline resulted from: (1) reduced rental income of $200,352 related to the
property that was sold during 2001, and (2) lower percentage rent of $55,691
earned at a property during 2002.

      Parking lot revenue declined during 2001 by $162,326 from 2000. This
decline resulted from: (1) reduced rental income of $126,840 related to the two
properties that were sold during 2000, (2) reduced rental income of $18,214
related to the property that was sold during 2001, and (3) lower percentage rent
of $17,272 earned at one of the properties during 2001.

      Expenses in 2002, net of depreciation, totaled $149,551, reflecting a
decrease of $71,504 from 2001. The decrease was primarily the result of lower
administrative costs, lower professional fees, as nonrecurring fees were
incurred in obtaining updated appraisals in 2001, and lower interest expense as
a result of the repayment of the note payable in full during 2001.

      Expenses in 2001, net of depreciation, totaled $221,055, reflecting a
decrease of $75,101 from 2000. The decrease was primarily the result of lower
interest expense due to the lower balance on the note payable, which was repaid
in full during 2001.


Discontinued Operations

      Discontinued operations reflects parking revenue from the Fund's
properties in Dallas, Nashville, Tulsa and San Antonio, net of expenses that can
be directly attributed to these properties and gains on the sales of the Dallas,
Nashville and Tulsa properties discussed above.

      Parking lot revenue for 2002, 2001 and 2000 totaled $644,029, $737,042 and
$731,336, respectively. Parking lot revenue decreased during 2002 by $93,013
from 2001 as a result of the decrease in rental income earned at the three
properties that were sold during 2002. Parking lot revenue increased during 2001
by $5,706 over 2000, as a result of higher percentage rents earned during 2001.


      Expenses for 2002, 2001 and 2000 totaled $181,715, $193,590 and $94,276.
Expenses decreased during 2002 by $11,875 from 2001 primarily as a result of
lower management fees due to sales of property in 2002. Expenses increased
during 2001 by $99,314 over 2000. The increase was primarily the result of
higher management fees due to adjustments to reflect the fair values of the
remaining properties based on updated appraisals and franchise and excise taxes
imposed by the State of Tennessee on the Fund's property in Nashville.


Outlook

      The Fund has received a letter of intent from a buyer for the Fund's final
property in Phoenix, Arizona for $5,200,000. There is no assurance that this
expression of interest will result in a satisfactory contract and the ultimate
sale of the property.


                                       7

<PAGE>

                        REALTY PARKING PROPERTIES II L.P


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

Critical Accounting Policies

      Critical accounting policies are those that are both important to the
presentation of financial condition and results of operations and require
management's most difficult, complex or subjective judgments. The Fund's
critical accounting policy relates to the evaluation of impairment of long-lived
assets.

      If events or changes in circumstances indicate that the carrying value of
a property to be held and used may be impaired, a recoverability analysis is
performed based on estimated undiscounted cash flows to be generated from the
property in the future. If the analysis indicates that the carrying value is not
recoverable from future cash flows, the property is written down to its
estimated fair value and an impairment loss is recognized. If the Fund decides
to sell a property, it evaluates the recoverability of the carrying amount of
the assets. If the evaluation indicates that the carrying value is not
recoverable from estimated net sales proceeds, the property is written down to
estimated fair value less costs to sell and an impairment loss is recognized.
The estimates of cash flows and fair values of the properties are based on
current market conditions and consider matters such as each of the parking
properties' parking rates, operating expenses and/or the terms of a net lease
with a parking operator, recent sales data for comparable properties and, where
applicable, contracts or the results of negotiations with purchasers or
prospective purchasers. These estimates are subject to revision as market
conditions, and the Fund's assessment of them, change.


Item 7a.  Quantitative and Qualitative Disclosures About Market Risk

      None.


Item 8.  Financial Statements and Supplementary Data

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

           Independent Auditors' Report                  11           4
           Balance Sheets                                             5
           Statements of Operations                                   6
           Statements of Partners' Capital                            7
           Statements of Cash Flows                                   8
           Notes to Financial Statements                           9-15
           Financial Statement Schedule
             Schedule III - Real Estate and
             Accumulated Depreciation                    12

      All other schedules are omitted because they are not applicable, 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.



                                       8

<PAGE>

                        REALTY PARKING PROPERTIES II L.P


                                    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 office is located at 225 East Redwood Street,
Baltimore, Maryland 21202, telephone (410) 727-4083. The General Partner had
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 provides all reports to and communications
with investors and others, all 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 of the Units.

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

     John M. Prugh,  age 54, 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 Dreyfus 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 50, 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 56, 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 46, 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 10. "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 and
                    Related Partner Matters

      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 are nonvoting.

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

      At December 31, 2002, the Advisor 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.

      No securities of the Fund are authorized for issuance under equity
compensation plans at December 31, 2002.

 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 2002, 2001 and
2000 to the General Partner and its affiliates, see Note 7, "Related Party
Transactions", in Item 8. Financial Statements, herein.

Item 14.  Controls and Procedures
      Within the 90-day period prior to the filing of this report, an evaluation
was performed under the supervision and with the participation of the
Partnership's management, including the Chief Executive Officer and Chief
Financial Officer of the General Partner, of the effectiveness of the design and
operation of disclosure controls and procedures as defined in Rule 13a-14 of the
rules promulgated under the Securities and Exchange Act of 1934, as amended.
Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer of the General Partner concluded that the design and operation of these
disclosure controls and procedures were effective. There have been no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.


                                     PART IV

Item 15.  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. Financial Statements, herein.

    2. Financial Statement Schedule: See Index to Financial Statements
       and Supplementary Data in Item 8. Financial Statements, herein.

    3. Exhibits:
        o  (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.
        o  Annual Report for 2002.
        o  (99.1) Certification Pursuant to 18 U.S.C. Section 1350, as
           Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
        o  (99.2)  Certification  Pursuant to 18 U.S.C.  Section 1350, as
           Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002.
        o  (99.3) Certification of Principal Executive Officer Pursuant to
           Section 302 of the Sarbanes-Oxley Act of 2002.
        o  (99.4) Certification of Principal Financial Officer Pursuant to
           Section 302 of the Sarbanes-Oxley Act  of 2002.

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



                                       10

<PAGE>

                          INDEPENDENT AUDITORS' REPORT




The Partners
Realty Parking Properties II L.P.:


Under date of January 24, 2003, we reported on the balance sheets of Realty
Parking Properties II L.P. as of December 31, 2002 and 2001, and the related
statements of operations, partners' capital and cash flows for each of the years
in the three-year period ended December 31, 2002, which are included in the
Annual Report on Form 10-K for 2002. In connection with our audits of the
aforementioned financial statements, we also 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 on 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.


              /s/ KPMG LLP


Baltimore, Maryland
January 24, 2003


                                       11
<PAGE>

                       REALTY PARKING PROPERTIES II L.P.
             SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
                               DECEMBER 31, 2002
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
    COLUMN A                  COLUMN C             COLUMN D                    COLUMN E              COLUMN F    COLUMN H   COLUMN I
                                                COST CAPITALIZED                                                            LIFE ON
                                                   SUBSEQUENT            GROSS AMOUNT AT WHICH                               WHICH
                        INITIAL COST TO         TO ACQUISITION        CARRIED AT CLOSE OF PERIOD       ACCUM               DEPREC IN
                        THE PARTNERSHIP        LAND     BUILDING      LAND &    BUILDING &             DEPREC      DATE   LATEST I/S
  DESCRIPTION          LAND         BLDG    IMPRVMNTS   IMPRVMNTS   IMPRVMNTS   IMPRVMNTS     TOTAL   ("A/D")      ACQ      COMPUTED
---------------------  -------------------  ---------------------  ---------------------------------  -------    -------- ----------
PHOENIX, ARIZONA
approximately
275,310 square-foot
<S>                    <C>                   <C>                    <C>                     <C>         <C>        <C>
surface parking lot    $ 3,251,486           105,048                3,356,534        -      3,356,534   51,985     06/94  SEE NOTE 5


SAN ANTONIO, TEXAS
approximately
43,341 square-foot
surface parking lot      2,358,142             6,674                2,364,816        -      2,364,816     N/A      06/92      N/A
                      -------------------  ---------------------  -----------------------------------  -------    -------- ---------
                       $ 5,609,628     -     111,722          -     5,721,350        -      5,721,350   51,985
                      ===================  =====================  ===================================  ========
</TABLE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
(1)                                      2002                            2001                              2000
                                     REAL ESTATE        A/D          REAL ESTATE         A/D           REAL ESTATE         A/D
----------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>               <C>             <C>              <C>              <C>              <C>
BALANCE AT BEGINNING OF PERIOD      $ 10,486,100      428,945         14,144,210       422,193          20,556,544       872,524
ADDITIONS                                      -       30,538                  -        59,926                  -         62,141
REAL ESTATE SOLD                      (4,764,750)    (407,498)        (3,658,110)      (53,174)         (6,412,334)     (512,472)
----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT CLOSE OF PERIOD           $ 5,721,350       51,985         10,486,100       428,945          14,144,210       422,193
==================================================================================================================================
</TABLE>


(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $5,721,350 AT DECEMBER 31,
    2002

(3) SEE NOTE 3 AND 4 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 AND IMPROVEMENTS IN SERVICE PRIOR TO JANUARY 1, 1994 ARE
    DEPRECIATED OVER 31.5 YEARS STRAIGHT LINE BUILDING AND IMPROVEMENTS IN
    SERVICE AFTER JANUARY 1, 1994 ARE DEPRECIATED OVER 39 YEARS STRAIGHT LINE


                                       12
<PAGE>

                                                                Exhibit 99.1


                        REALTY PARKING PROPERTIES II L.P.

                            CERTIFICATION PURSUANT TO
                                18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





     In connection  with the filing of Realty Parking  Properties II L.P.'s (the
"Fund")  Quarterly  Report on Form 10-K for the period ending  December 31, 2002
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, John M. Prugh,  the Chief  Executive  Officer of Realty  Parking  Company II,
Inc.,  General  Partner of the Fund,  certify,  pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully complies with the requirements of
                  section 13(a) or 15(d) of the Securities Exchange Act
                  of 1934; and

         (2)      The information contained in the Report fairly presents,
                  in all material respects, the financial condition and results
                  of operations of the Fund.





Date:  3/24/03                      By:  /s/  John M. Prugh
                                        John M. Prugh
                                        Chief Executive Officer
                                        Realty Parking Company II, Inc.
                                        General Partner



                                       13
<PAGE>

                                                                Exhibit 99.2


                        REALTY PARKING PROPERTIES II L.P.

                            CERTIFICATION PURSUANT TO
                                18 U.S.C. ss. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection  with the filing of Realty Parking  Properties II L.P.'s (the
"Fund")  Quarterly  Report on Form 10-K for the period ending  December 31, 2002
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Timothy M. Gisriel, the Chief Financial Officer of Realty Parking Company II,
Inc.,  General  Partner of the Fund,  certify,  pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully complies with the requirements of
                  section 13(a) or 15(d) of the Securities Exchange Act
                  of 1934; and

         (2)      The information contained in the Report fairly presents,
                  in all material respects, the financial condition and results
                  of operations of the Fund.






Date:   3/24/03                             By:  /s/   Timothy M. Gisriel
                                              Timothy M. Gisriel
                                              Chief Financial Officer
                                              Realty Parking Company II, Inc.
                                              General Partner



                                       14
<PAGE>


                                                                 Exhibit 99.3

                        REALTY PARKING PROPERTIES II L.P.

                  Certification of Principal Executive Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, John M. Prugh, certify that:

1.   I have reviewed this report of Realty Parking Properties II L.P.;

2.   Based on my knowledge, this report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the issuer as of,
and for, the periods presented in this report;

4.   The  issuer's  other  certifying  officer  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the issuer and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the issuer, including its consolidated subsidiaries,  is
made known to us by others within those entities, particularly during the period
in which this report is being prepared;

     b) evaluated  the  effectiveness  of the issuer's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this report
(the "Evaluation Date"); and

     c) presented in this report our conclusions  about the effectiveness of the
disclosure  controls and procedures based on our evaluation as of the Evaluation
Date;

5.   The issuer's other certifying officer and I have disclosed, based on our
most recent  evaluation,  to the issuer's  auditors  and the audit  committee of
issuer's board of directors (or persons performing the equivalent functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls which could adversely affect the issuer's  ability to record,  process,
summarize  and  report  financial  data and  have  identified  for the  issuer's
auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the issuer's internal controls; and

6.   The  issuer's  other  certifying  officer and I have  indicated  in this
report whether there were significant  changes in internal  controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent  evaluation,  including any corrective actions with regard to
significant deficiencies and material weaknesses.



Date:   3/24/03                      By: /s/  John M. Prugh
                                       John M. Prugh
                                       Chief Executive Officer
                                       Realty Parking Company II, Inc.
                                       General Partner



                                       15
<PAGE>

                                                                  Exhibit 99.4


                        REALTY PARKING PROPERTIES II L.P.

                  Certification of Principal Financial Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, Timothy M. Gisriel, certify that:

1.   I have reviewed this report of Realty Parking Properties II L.P.;

2.   Based on my knowledge, this report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge,  the financial  statements,  and other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the issuer as of,
and for, the periods presented in this report;

4.   The  issuer's  other  certifying  officer  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the issuer and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the issuer, including its consolidated subsidiaries,  is
made known to us by others within those entities, particularly during the period
in which this report is being prepared;

     b) evaluated  the  effectiveness  of the issuer's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this report
(the "Evaluation Date"); and

     c) presented in this report our conclusions  about the effectiveness of the
disclosure  controls and procedures based on our evaluation as of the Evaluation
Date;

5.   The issuer's other certifying officer and I have disclosed, based on our
most recent  evaluation,  to the issuer's  auditors  and the audit  committee of
issuer's board of directors (or persons performing the equivalent functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls which could adversely affect the issuer's  ability to record,  process,
summarize  and  report  financial  data and  have  identified  for the  issuer's
auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the issuer's internal controls; and

6.   The  issuer's  other  certifying  officer and I have  indicated  in this
report whether there were significant  changes in internal  controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent  evaluation,  including any correct ive actions with regard
to significant deficiencies and material weaknesses.



Date:   3/24/03                        By:  /s/  Timothy M. Gisriel
                                          Timothy M. Gisriel
                                          Chief Financial Officer
                                          Realty Parking Company II, Inc.
                                          General Partner


                                       16
<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:         3/24/03             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:        3/24/03               BY:  /s/   John M. Prugh
                                         John M. Prugh
                                         President and Director
                                         Realty Parking Company II, Inc.
                                         General Partner



DATE:        3/25/03               BY  /s/   Peter E. Bancroft
                                        Peter E. Bancroft
                                        Vice President and Director
                                        Realty Parking Company II, Inc.
                                        General Partner


DATE:        3/25/03               BY  /s/   Terry F. Hall
                                        Terry F. Hall
                                        Vice President and Secretary
                                        Realty Parking Company II, Inc.
                                        General Partner



DATE:        3/24/03               BY: /s/   Timothy M. Gisriel
                                        Timothy M. Gisriel
                                        Treasurer
                                        Realty Parking Company II, Inc.
                                        General Partner




                                       17