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, 1996

                                                             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, 1996,  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 1996 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. The Fund's  investment
prior  to  depreciation   charges,   including  acquisition  related  costs  and
improvements, is $31,939,650 at December 31, 1996 (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
$5.6  million  line of credit to complete  the Fund's  acquisition  program,  to
supplement  working capital reserves and to make  distributions to partners (see
Note 6, "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 twelve  properties in total,  nine 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,  1996 the Fund owns the  following
Properties:
<TABLE>
<CAPTION>

                                       Approximate                     Gross ***             1996
           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          $ 265,649      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            215,881      8/94-    7/04
Block bounded by Union,
State, C & B Streets

San Francisco, California                12,720      surface lot       1,941,927            190,514      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            201,021      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             58,929     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            294,913      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               1996
           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            288,460       3/94-    2/04
Southeastern corner of Field and                     and garage
Elm Streets

San Antonio, Texas                       43,341      surface lot       2,364,816            166,867       7/92-    8/02
Northwest corner of Dwyer
Avenue and Nueva Street

Seattle, Washington                      66,179      surface lot       4,498,463            313,668      10/93-    9/03
Block bounded by Jackson Street,
3rd Avenue, King Street and
2nd Avenue
                                                                     $31,939,650        $ 2,464,856
                                                                       =========          =========
</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.

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, 1996,  there were 1,951 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 1996,  1995 and 1994
totaling   $1,626,668,   $1,582,704   and   $1,626,675,    respectively.   These
distributions  were derived from funds  provided by  operations  and a return of
capital of $527,868 in 1994.

Item 6.  Selected Financial Data

      Revenues  and net  earnings  information  furnished  below is for the five
years ended December 31, 1996:
<TABLE>
<CAPTION>
                                     1996                1995             1994                1993              1992
Revenues:
<S>                             <C>                <C>               <C>                 <C>               <C>        
        Rental income           $  2,464,856       $  2,252,425      $    1,648,982      $ 555,555         $   276,988
        Interest income               14,495             15,020             122,854        552,983             523,508
        Net earnings               1,647,840          1,461,945           1,170,914        661,992             479,207
        Net earnings per Unit *         1.17               1.04                0.83           0.48                0.51

        Total assets              32,476,178         32,308,790          32,009,234      29,659,489         26,120,033

        Partners' capital         28,865,327         28,844,155          28,964,914      29,420,675         25,880,209

        Cash distributions
        paid per Unit: *
             operations                 1.16               1.13                 .78      .30 - .52         .012 - .606
                 return of capital      -                   -                   .38      .42 - .73         .017 - .898
</TABLE>

               * Net  earnings  per Unit in 1996,  1995 and 1994 are based  upon
               1,392,800  units  outstanding  during the year.  Net earnings per
               Unit in 1993  and 1992  are  based  upon  1,358,495  and  935,527
               weighted   average   units   outstanding,    respectively.   Cash
               distributions  paid per Unit during 1993 and 1992 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  resulting in $31,939,650 in gross investment
in real estate.  The Fund does not contemplate  making any major improvements to
its properties during 1997.

           At December 31, 1996, the Fund had a working capital position of cash
and cash equivalents of $694,405,  accounts  receivable of $307,582 and accounts
payable and accrued expenses and other short term liabilities of $549,851.

           Cash  and cash  equivalents  increased  $326,475  during  1996.  This
increase  represents  the net effect of $1,966,447 in cash provided by operating
activities,  net note payable borrowings of $116,000,  additional investments in
real estate of $129,304, and distributions to investors of $1,626,668.

                                                              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 a $5.6  million  line of credit to be
used as necessary  to complete the Fund's  acquisition  program,  to  supplement
working capital reserves and to make distributions to partners. Borrowings under
the credit  agreement  bear interest at the bank's prime rate (8.25% at December
31, 1996) plus 1% per annum and all borrowings are due and payable no later than
July 17,  1997.  At December  31,  1996 the balance due on the note  payable was
$3,061,000.  The Fund expects to renew this credit  agreement  with the existing
lender under similar terms.

      The Fund  accrued  $117,000 at December 31, 1995 for  improvements  on its
properties  completed by lessees and reimbursable by the Fund. In 1996, the cost
of these  improvements was funded from the Fund's line of credit.  The remaining
offering proceeds and the available line of credit provide sufficient capital to
satisfy the Fund's liquidity requirements.

      On February 12, 1997,  the Fund made a cash  distribution  to investors of
$439,640.  This distribution was derived from cash provided by operations during
1996.

Results of Operations

      Parking lot rental income increased  $212,431 and $603,443 during 1996 and
1995,  as compared to the  previous  year.  This  increase  is  attributable  to
scheduled  increases in minimum lease rents,  as well as higher  percentage rent
payments. In addition,  rental income in 1995 includes a full year of operations
for properties acquired throughout 1994.

      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 4,  "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 1996,  percentage
rents were earned at the Nashville,  San Antonio, Tulsa, Atlanta, San Francisco,
Phoenix  and San  Diego  (Union)  facilities  totaling  $409,050.  During  1995,
percentage rents were earned at the Nashville,  San Diego (Steve),  Atlanta, San
Francisco and San Diego (Union) facilities  totaling $300,843.  During 1994, the
Nashville,  Tulsa  and  Dallas  (Metro)  facilities  generated  percentage  rent
totaling $129,440. Percentage rental payments have increased in 1996 and 1995 by
36% and 232%, respectively.

      In 1996,  interest  rates  remained  fairly  steady  and  interest  income
remained near 1995 levels.  Interest income  declined  $107,834 during 1995 from
1994  levels  due to lower cash and cash  equivalents  balances  resulting  from
ongoing investments in real estate.

      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.

      Expenses in 1995, net of  amortization  and  depreciation,  were $635,080,
reflecting a $183,267  increase over 1994. This net increase is primarily due to
interest  charges  from  higher  borrowings  under  the line of  credit,  higher
professional  fees and higher  management  fees, which are calculated based upon
investor  contributions  invested in real estate, which increased as a result of
facility   acquisitions  and  updated   appraisals  on  certain  of  the  Fund's
properties.

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

      The Fund, in accordance with its original investment  strategy,  continues
to examine  opportunities  for disposition of its facilities.  It is anticipated
that the highest level  returns will be obtained  from property  sales to buyers
who desire the site for near term development  project. The Fund is particularly
alert  for such  opportunities  and is  currently  negotiating  with a buyer who
desires to  purchase  the Seattle  property  for the  development  of a mid-rise
office  building.  At  the  present  stage  of  negotiations,  there  can  be no
assurances that the sale of this property will be consummated.

                                                              7

<PAGE>

                                              REALTY PARKING PROPERTIES II L.P.

Item 8.  Financial Statements and Supplementary Data

      Index to Financial Statements:
<TABLE>
<CAPTION>
                                                                               Page(s)
                                                                         Herein    Annual Report

<S>                                                                    <C>            <C>
           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
</TABLE>

      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 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 48, 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.

                                                              8

<PAGE>

                                              REALTY PARKING PROPERTIES II L.P.

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

     Peter E.  Bancroft,  age 44, 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 50, 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 40, 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 8. "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.


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,  1996,  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.


                                                              9

<PAGE>


                                              REALTY PARKING PROPERTIES II L.P.

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  1996,  1995 and
1994 to the  General  Partner and its  affiliates,  see Note 5,  "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 1996

           (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,  1997 we  reported  on the  balance  sheets of Realty
Parking  Properties  II L.P. as of December  31, 1996 and 1995,  and the related
statements of operations, partners' capital and cash flows for each of the years
in the three-year period ended December 31, 1996 as contained in the 1996 Annual
Report.  These financial  statements and our report thereon are  incorporated by
reference in the Annual  Report on Form 10-K for 1996.  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 24, 1997


                                                        11

<PAGE>


REALTY PARKING PROPERTIES II L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
<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 IMPROVEMENTSIMPROVEMENTSIMPROVEMENTSIMPROVEMENTS   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                 6,672               2,364,816           0  2,364,816

SEATTLE, WASHINGTON
approximately 66,179 square foot
surface parking lot                 4,478,755                19,709               4,498,463           0  4,498,463



                                  $25,942,320 4,990,884     413,798     592,648  26,356,118   5,583,532 31,939,650

</TABLE>


                12

<PAGE>


REALTY PARKING PROPERTIES II L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
<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>               <C>
surface parking lot                      5198   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                    11,078   07/94    SEE NOTE 5

SAN FRANCISCO, CALIFORNIA
approximately 12,720 square foot
surface parking lot                       271   05/94    SEE NOTE 5

DENVER, COLORADO
approximately 106,250 square foot
surface parking lot                     3,041   12/91    SEE NOTE 5

ATLANTA, GEORGIA
approximately 78,582 square foot
surface parking lot & garage           51,723   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         74,488   02/92    SEE NOTE 5

DALLAS, TEXAS
approximately 45,714 square foot
surface parking lot and garage         82,863   02/93    SEE NOTE 5

DALLAS, TEXAS (Metro)
approximately 19,450 square foot
surface parking lot and garage        250,389   02/94    SEE NOTE 5

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

SEATTLE, WASHINGTON
approximately 66,179 square foot
surface parking lot                     2,777   09/93    SEE NOTE 5



                                      481,828




(1)                               1996                      1995                    1994
                                  REAL ESTATE       A/D REAL ESTATE         A/D REAL ESTATE         A/D

BALANCE AT BEGINNING OF PERIOD    $31,927,313   310,580  31,584,624     156,600  16,628,360      20,931
ADDITIONS TO INVESTMENT IN R/E         12,337   171,248     342,689     153,980  14,956,264     135,669
BALANCE AT CLOSE OF PERIOD        $31,939,650   481,828  31,927,313     310,580  31,584,624     156,600

</TABLE>

(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $31,939,650 AT
     DECEMBER 31, 1996
(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:   3/18/97                             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:  3/18/97                              BY:  /s/   John M. Prugh
                                            John M. Prugh
                                            President and Director
                                            Realty Parking Company II, Inc.
                                            General Partner



DATE:  3/19/97                              BY:  /s/  Peter E. Bancroft
                                            Peter E. Bancroft
                                            Vice President and Director
                                            Realty Parking Company II, Inc.
                                            General Partner


DATE:  3/19/97                              BY:  /s/  Terry F. Hall
                                            Terry F. Hall
                                            Vice President and Secretary
                                            Realty Parking Company II, Inc.
                                            General Partner



DATE:  3/18/97                              BY:  /s/  Timothy M. Gisriel
                                            Timothy M. Gisriel
                                            Treasurer
                                            Realty Parking Company II, Inc.
                                            General Partner



                                                       -14-


<PAGE>