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, 2001

                                       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 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, 2001, 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 2001 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
     Item 3.    Legal Proceedings                                                       4
     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
     Item 6.    Selected Financial Data                                                 5
     Item 7.    Management's Discussion and Analysis of Financial
                   Condition and Results of Operation                                 6-7
     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                                                      10
     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 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 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 seven of the
Properties through December 31, 2001. The Fund's investment in the Properties,
including acquisition related costs and improvements, is $10,057,155 at December
31, 2001 (see Item 2. Properties).

      The Properties are leased to the Advisor for a 10-year period, expiring
between June 2002 and April 2004, with options to extend the leases for two
additional terms of five years. Under the terms of the typical lease agreement,
the Advisor is obligated to pay the Fund the greater of minimum rent plus
reimbursement of real estate taxes or 65% of gross parking revenues ("percentage
rent"). 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. Some of the leases may differ from the
terms outlined above in order to accommodate specific circumstances of a
property.

      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 of the Properties 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, 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 five properties in total, four of which are wholly owned by
the Fund. The undivided tenants-in-common ownership of one Property is noted
below. As of December 31, 2001, the Fund owns the following Properties:
<TABLE>
<CAPTION>
                                     Approximate                       Gross              2001 (1)
           Location                 Size (Sq. Ft.)  Type         Investment Cost      Rental Income    Lease Date

<S>                                  <C>                         <C>                   <C>            <C>      <C>
Phoenix, Arizona                     275,310      surface lot    $  3,356,535          $ 345,456      5/94 - 4/04
Southwest corner of Van
Buren and 44th Streets

Tulsa, Oklahoma                       39,646      surface lot         766,285             69,666     12/92 -11/02
Block bounded by South
Boston Avenue, East 3rd
Street and South Cincinnati
Avenue (2)

Nashville, Tennessee                  57,720      surface lot       1,797,731            320,966      9/93 - 8/03
North side of Charlotte Avenue                    and garage
 between Fourth and Fifth
Avenues, North

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

San Antonio, Texas                    43,341      surface lot       2,364,817            185,328      7/92 - 6/02
Northwest corner of Dwyer
Avenue and Nueva Street

-----------------------------------------------------------------------------------------------------------------------------
Total                                                                $10,486,100        $ 1,082,498
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) 2001 rental income does not include rental income from the property sold
during 2001.

(2) The Fund owns a 60% undivided interest in the property. The Advisor owns the
remaining interest in the property.



Item 3.  Legal Proceedings

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



                                       4

<PAGE>


                        REALTY PARKING PROPERTIES II L.P.



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.

        As of December 31, 2001, there were 1,905 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 2001, 2000 and 1999
totaling $810,034, $1,160,501 and $1,417,459, respectively, from funds provided
by operating activities. Additionally in 2001, 2000 and 1999 the Fund
distributed sales proceeds totaling $5,076,934, $9,225,916 and $13,076,850,
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>
                                     2001                2000             1999                1998              1997

<S>                             <C>                  <C>               <C>                 <C>                <C>
        Rental income           $  1,282,851         $1,439,471        $  2,286,332        $2,303,706         $2,589,901
        Interest income               18,652             94,123              58,612            26,396             35,447
        Gain on properties, net    1,471,997          4,883,776           6,311,322                 -          2,708,847
        Net earnings               2,344,410          6,010,278           7,977,696         1,553,368          4,538,493
        Net earnings per Unit           1.64               4.24                5.58              1.10               3.23

        Total assets              10,566,721         14,690,558          20,620,474        27,582,852         27,969.119
        Note payable                      -             636,000           2,086,000         2,561,000          3,061,000
        Partners' capital         10,198,383         13,740,941          18,117,080        24,633,693         24,531,185
        Cash distributions
          Paid per Unit:
             Operations                  .58                .82                1.00              1.03               1.19
             Sales proceeds             3.61               6.56                9.30                 -               5.12
</TABLE>


                                       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 acquired twelve Properties through 1994 and has sold seven of
the Properties through December 31, 2001. The Fund does not contemplate making
any major improvements to its properties during 2002.

      At December 31, 2001, the Fund had a working capital position that
included cash and cash equivalents of $351,264, accounts receivable (net of real
estate taxes payable) of $16,302, and accounts payable and accrued expenses of
$226,338. Cash and cash equivalents decreased $417,963 during 2001. This
decrease represents the net effect of $1,088,072 in cash provided by operating
activities, $810,034 in quarterly cash distributions to investors, full
repayment of $636,000 on the note payable, $5,016,933 from the sale of a
property (net of the $60,000 deposit received in 2000), and a $5,076,934 sale
proceeds distribution to investors. The Fund has sufficient liquidity to satisfy
its anticipated operating expenditures.

      On February 13, 2002, the Fund made a cash distribution to investors of
$102,836 of which 99% was allocated to assignee and limited partners. This
distribution was derived from cash provided by operating activities during 2001.

      In July 2000, the 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

Sales

      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.
A deposit of $60,000 received in 2000 was credited against the purchase price at
closing.

      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.

      During 1999, the Fund sold three properties for $14,215,867. The Fund's
investment in the properties was $6,773,386, net of accumulated depreciation of
$111,259. The gain from the sales totaled $6,311,322, net of expenses of
$1,131,159.


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.

      Parking lot rental income in 2001 totaled $1,282,851, a decline of 11%
from 2000. The decline was primarily due to the November 2001 property sale and
the full year impact of the two property sales in 2000, which reduced parking
lot rental income by $145,054 from the amount earned in 2000. The balance of the
difference is attributed to lower percentage rents earned at the Fund's
remaining properties.

      Parking lot rental income in 2000 totaled $1,439,471, a decline of 37%
from 1999. The decline was primarily due to the two property sales in the first
half of 2000 and the full year impact of the three property sales in 1999, which
reduced parking lot rental income by $793,327 from the amount earned in 1999.
The balance of the difference is attributed to a lower percentage rent earned at
one of the Fund's remaining properties.



                                       6

<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)

      During 2001, percentage rents were earned at four facilities totaling
$331,478. Percentage rents decreased 16% from 2000, primarily due to property
sales. During 2000, percentage rents were earned at five facilities totaling
$396,179. Percentage rents decreased 39% from 1999, primarily due to property
sales.

      Expenses in 2001, net of depreciation, were $369,164, reflecting a $24,213
increase over 2000. The increase in expenses is primarily due to management fees
that were adjusted to reflect the fair values of the remaining properties as a
result of updated appraisals, professional expenses incurred in examining sale
possibilities, and franchise and excise taxes imposed by the State of Tennessee
on the Fund's property in Nashville. The increases were offset by the lower
interest expense incurred, as a result of the repayment of the note payable in
full.

      Expenses in 2000, net of depreciation, were $344,951, reflecting a
$170,550 decrease from 1999. This decrease is primarily due to lower management
fees as a result of property sales, and reduced interest expense due to the
lower balance on the note payable.

Outlook

      The Fund has signed a contract for the sale of its Dallas-Main property in
Dallas, Texas for $2,625,000. This contract is in its due diligence period and
there is no assurance that this contract will result in a sale of the property.
The Fund is receiving significant interest from potential purchasers in a number
of the remaining properties.

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

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.

New Accounting Pronouncement

      In October 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" and APB Opinion No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS
No. 144 does not change the fundamental provisions of SFAS No. 121; however, it
resolves various implementation issues of SFAS No. 121 and establishes a single
accounting model for long-lived assets to be disposed of by sale. It retains the
requirement of APB Opinion No. 30 to report separately discontinued operations
but extends that reporting to a component of an entity that either has been
disposed of (by sale, abandonment, or in distribution to owners) or is
classified as held for sale. We do not believe that adoption of SFAS No. 144 in
2002 will have a material effect on the Fund's financial statements.



                                       7

<PAGE>


                        REALTY PARKING PROPERTIES II L.P.


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                  12-13

      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 53, 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 49, 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 55, 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 45, 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 are nonvoting.

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

      At December 31, 2001, 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.


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 2001, 2000 and
1999 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 2001.

           (b)Reports on Form 8-K:

                 Form 8-K dated November 30, 2001 described the Fund's sale of a
                 35,000 square-foot parcel of land located in San Diego,
                 California.




                                       10

<PAGE>



                          INDEPENDENT AUDITORS' REPORT




The Partners
Realty Parking Properties II L.P.


Under date of January 25, 2002, we reported on the balance sheets of Realty
Parking Properties II L.P. as of December 31, 2001 and 2000, and the related
statements of operations, partners' capital and cash flows for each of the years
in the three-year period ended December 31, 2001, which are included in the
Annual Report on Form 10-K for 2001. 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 25, 2002




                                       11
<PAGE>
REALTY PARKING PROPERTIES II L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001
                                                                    page 1 of 2
<TABLE>
<CAPTION>

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

PHOENIX, ARIZONA
approximately 275,310 square-foot
<S>                                  <C>                          <C>                           <C>                        <C>
surface parking lot                  $ 3,251,487                  105,048                       3,356,535            -     3,356,535

TULSA, OKLAHOMA
approximately 39,646 square-foot
surface parking lot                      765,857                      428                         766,285            -       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-MAIN, TEXAS
approximately 45,714 square-foot
surface parking lot and garage         1,351,734    768,578       (21,140)       101,560        1,330,594      870,138     2,200,732

SAN ANTONIO, TEXAS
approximately 43,341 square-foot
surface parking lot                    2,358,143                    6,674                       2,364,817            -     2,364,817


                                    ------------------------------------------------------------------------------------------------


                                     $ 8,828,533    903,103       224,912        529,552        9,053,445    1,432,655    10,486,100
                                    ================================================================================================
</TABLE>

<PAGE>
REALTY PARKING PROPERTIES II L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2001

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                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                      44,188       06/94           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          163,777       02/92           SEE NOTE 5

DALLAS-MAIN, TEXAS
approximately 45,714 square-foot
surface parking lot and garage          220,980       02/93           SEE NOTE 5

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

</TABLE>

                                      ----------
                                        428,945
                                      ==========


<TABLE>
<CAPTION>
(1)                                         2001                    2000                         1999
                                REAL ESTATE     A/D      REAL ESTATE         A/D      REAL ESTATE         A/D
-------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>         <C>              <C>         <C>            <C>
BALANCE AT BEGINNING OF PERIOD  $14,144,210   422,193     20,556,544       872,524     27,441,189     823,717
ADDITIONS                                 -    59,926              -        62,141              -     160,066
REAL ESTATE SOLD                 (3,658,110)  (53,174)    (6,412,334)     (512,472)    (6,884,645)   (111,259)
-------------------------------------------------------------------------------------------------------------
BALANCE AT CLOSE OF PERIOD      $10,486,100   428,945     14,144,210       422,193     20,556,544     872,524
=============================================================================================================
</TABLE>

(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $10,486,100 AT
    DECEMBER 31, 2001

(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 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


<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:     3/15/02                           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:     3/15/02                           BY:  /s/   John M. Prugh
                                            John M. Prugh
                                            President and Director
                                            Realty Parking Company II, Inc.
                                            General Partner



DATE:     3/20/02                           BY:  /s/  Peter E. Bancroft
                                            Peter E. Bancroft
                                            Vice President and Director
                                            Realty Parking Company II, Inc.
                                            General Partner


DATE:     3/20/02                           BY:  /s/  Terry F. Hall
                                            Terry F. Hall
                                            Vice President and Secretary
                                            Realty Parking Company II, Inc.
                                            General Partner



DATE:     3/15/02                           BY:  /s/  Timothy M. Gisriel
                                            Timothy M. Gisriel
                                            Treasurer
                                            Realty Parking Company II, Inc.
                                            General Partner



                                      -14-