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, 1998

                                                             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, 1998,  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 1998 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                                    6-8
     Item 8.    Financial Statements and Supplementary Data                                9
     Item 9.    Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure                                     9

Part III.

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


Part IV.


     Item 14.   Exhibits, Financial Statement Schedules and
                 Reports on Form 8-K                                                   11-14

     Signatures                                                                           15
</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.  Pursuant  to  the  parking
consulting  and  advisory  agreements,  Central  or  Allright  earn  a fee  upon
disposition  of a property equal to 1.5% of the contract price for the sale of a
property. Such fee is earned for services rendered to advise the general partner
on the timing and pricing of property sales.

      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 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
parking lot  operator is  responsible  for all  operating  costs,  including  ad
valorem real estate taxes and general and garage liability  insurance  coverage.
Each lease is  cancelable by the Fund upon the sale of a property and payment to
the lessee of a "termination  fee". The termination fee generally  equals 15% of
the amount,  if any, by which the property's  sales proceeds exceed the original
acquisition  cost of the property  plus a 12%  compounded  annual  return on the
original  acquisition  cost  minus  all  rents  received  by the  Fund  from the
Property.  Some of the leases may differ from the terms  outlined above in order
to accommodate specific circumstances of an acquired property.

      The Fund acquired twelve Properties  through 1994 and sold one property in
1997. The Fund's investment prior to depreciation charges, including acquisition
related costs and improvements, is $27,441,189 at December 31, 1998 (see Item 2.
Properties).

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

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

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



                                                              3

<PAGE>

                                              REALTY PARKING PROPERTIES II L.P.

Item 2.  Properties

      The Fund owns eleven properties in total,  eight of which are wholly owned
by  the  Fund.  The  undivided  tenants-in-common  ownership  of  three  of  the
Properties is noted below. The Properties are not subject to a mortgage or other
lien or  encumbrance  under the terms of the term loan  agreement,  however  the
collateral  security provision of the loan agreement provides for the assignment
of the Fund's  rights as a lessor to its  interest  in the  parking  lot leases,
contracts  and  income.  As of  December  31,  1998 the Fund owns the  following
Properties: <TABLE> <CAPTION>
                                       Approximate                     Gross ***             1998
           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          $ 331,968      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            218,567      8/94-    7/04
Block bounded by Union,
State, C & B Streets

San Francisco, California                12,720      surface lot       1,941,927            236,816      6/94-    5/04
"L" shaped lot bounded by
New Montgomery, Howard,
and Natoma Streets

Denver, Colorado                        106,250      surface lot       2,940,450            216,184      6/94-    5/04
Block bounded by 19th
Avenue, Broadway,
20th Avenue and
Lincoln Street*

Atlanta, Georgia                         78,582      surface lot       2,002,269            122,877      4/94-    3/04
Block bounded by Harris                              and garage
and Williams Streets,
Techwood Drive and
International  Boulevard**

Tulsa, Oklahoma                          39,646      surface lot         766,285             63,364     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            363,011      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 ***             1998
           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            291,936       3/94-    2/04
Southeastern corner of Field and                     and garage
Elm Streets

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

                                                                     $27,441,189        $ 2,303,706
                                                                       =========          =========
</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
in both properties are owned by Central.

** The  Fund  owns a  two-thirds  undivided  interest  in the  Atlanta,  Georgia
property. The remaining interest in 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, 1998,  there were 1,938 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 1998,  1997 and 1996
totaling  $1,450,860,  $1,668,518  and  $1,626,668,   respectively,  from  funds
provided by operations. Additionally in 1997, the Fund distributed sale proceeds
totaling $7,204,117.

Item 6.  Selected Financial Data

     Revenues and net earnings information furnished below is for the five years
ended December 31, 1998:
<TABLE>
<CAPTION>
                                     1998                1997             1996                1995              1994
            Revenues:
<S>                             <C>                <C>               <C>                 <C>               <C>
        Gain - sale             $       -          $ 2,708,847       $         -         $       -         $     -
        Rental income              2,303,706          2,589,901           2,464,856         2,252,425       1,648,982
        Interest income               26,396             35,447              14,495            15,020         122,854
        Net earnings               1,553,368          4,538,493           1,647,840         1,461,945       1,170,914
        Net earnings per Unit           1.10               3.23                1.17              1.04            0.83

        Total assets              27,582,852         27,969,119          32,476,178        32,308,790      32,009,234

        Partners' capital         24,633,693         24,531,185          28,865,327        28,844,155      28,964,914

        Cash distributions
        paid per Unit:
             operations                 1.03               1.19                1.16              1.13             .78
                 return of capital      -                  -                   -                 -                .38
             sale proceeds              -                  5.12                -                 -            -

</TABLE>

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



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

Liquidity and Capital Resources

      The Fund completed its acquisition program in 1994 and does not anticipate
acquiring any additional properties.  The Fund acquired and made improvements to
twelve  properties.  The Fund does not contemplate making any major improvements
to its properties during 1999.

      At  December  31,  1998,  the Fund had a  working  capital  position  that
includes cash and cash equivalents of $645,327, accounts receivable (net of real
estate taxes payable) of $11,200,  and accounts  payable and accrued expenses of
$82,309. Cash and cash equivalents decreased $241,873 during 1998. This decrease
represents   the  net  effect  of  $1,708,987  in  cash  provided  by  operating
activities,  repayment  of  $500,000  on  the  outstanding  note  borrowing  and
distributions to investors of $1,450,860.  It is anticipated that remaining cash
and cash equivalents,  current  operations and the available line of credit will
provide sufficient capital to satisfy the Fund's liquidity requirements.

      On February 12, 1999,  the Fund made a cash  distribution  to investors of
$367,087 of which 99% was  allocated  to assignee  and  limited  partners.  This
distribution was derived from cash provided by operating activities during 1998.

                                                              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)

      The  Fund  has a $3.5  million  line  of  credit  agreement  with a  bank.
Borrowings under the credit agreement bear interest on the outstanding principal
amount at the bank's prime rate which was 7.75% at December 31, 1998.  This line
of credit  agreement was extended for three years until July 2000. The principal
balance  at  December  31,  1998  and  1997  was  $2,561,000   and   $3,061,000,
respectively.


Results of Operations

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

      Parking lot rental income totaled $2,303,706, $2,589,901 and $2,464,856 in
1998, 1997 and 1996,  respectively.  The decline in parking lot rental income in
1998 is a result of two events.  The sale of the  Seattle  property in June 1997
caused base rental income to decline $152,476 in 1998. In addition,  the Atlanta
facility  earned a substantial  amount of  percentage  rent in 1997 that was not
duplicated in 1998 (see below).

      During 1998 percentage rents were earned at the Nashville, Tulsa, Atlanta,
Denver,  San Francisco and Phoenix  facilities  totaling  $473,933.  During 1997
percentage rents were earned at the Nashville,  Tulsa,  Dallas- Metro,  Atlanta,
San Francisco and Phoenix facilities  totaling $642,958.  During 1996 percentage
rents were earned at the Nashville,  San Antonio, Tulsa, Atlanta, San Francisco,
San Diego-Union lot and Phoenix facilities totaling $409,065.

      Percentage  rental  payments  decreased  25% in 1998,  due  primarily to a
decline in percentage rents earned at the Atlanta facility. In 1997, the Atlanta
facility  earned  $283,909  in  percentage  rents  based  largely on  additional
revenues  that it earned  during the 1996 Olympic  Games.  In 1998,  the Atlanta
facility earned $2,869 in percentage rent. During 1997 and 1996 percentage rents
increased 57% and 36%,  respectively,  and is a result of the  percentage  rents
earned at the Atlanta facility.

      On June 26, 1997, the Fund sold its 66,179  square-foot  parcel of land in
Seattle,  Washington for $8,000,000.  The Fund's  investment in the property was
$4,495,268, net of accumulated depreciation of $3,191. The capital gain from the
sale totaled $2,708,847, net of expenses of $795,885.

      In 1998, interest income decreased $9,051 from 1997 due primarily to lower
cash  balances.  In 1997,  interest  income  increased  $20,952 over 1996 due to
higher cash balances.

      Expenses in 1998, net of  amortization  and  depreciation,  were $598,402,
reflecting a $17,186  decrease  from 1997.  This  decrease is  primarily  due to
reduced management fees as a result of the Seattle property sale and a reduction
of interest  expense due to the lower  balance on the note payable and a reduced
interest rate for the full year in 1998.

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




                                                              7

<PAGE>

                                              REALTY PARKING PROPERTIES II L.P.
Item 7.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations (continued)

Results of Operations (continued)

      In  April  1998,  the  Fund  signed  a  contract  for the  sale of its San
Francisco  Property.  The prospective buyer is interested in the site for future
development.  The sale of the property is  contingent  upon the buyer  receiving
certain development approvals. There is no assurance that the buyer will receive
all of the development approvals.  If the sale occurs,  however, it is likely to
take place during the second quarter of 1999.

      The Fund, in accordance with its original investment  strategy,  continues
to examine  opportunities  for disposition of its facilities.  While it has been
anticipated  that the highest returns would be obtained from selling  properties
for  development  potential,  strong  returns  may also be earned  from  selling
properties based on their parking economics.


Year 2000

      The General Partner is aware of the issues associated with the programming
code in many existing computer systems (the "Year 2000" issue) as the millennium
approaches.  The General Partner has conducted a review of its computer  systems
to identify  hardware and software  affected by the Year 2000 issue.  This issue
affects  computer  systems having date sensitive  programs that may not properly
recognize the Year 2000. Systems that do not properly recognize such information
could  generate  erroneous  data or cause a system to fail resulting in business
interruption.

      With  respect to its existing  computer  systems,  the General  Partner is
upgrading,  generally in order to meet the demands of its expanding business. In
the process,  the General  Partner is taking steps to identify,  correct  and/or
reprogram  and  test  its  existing  systems  for Year  2000  compliance.  It is
anticipated  that all new  system  upgrades  or  reprogramming  efforts  will be
completed by mid-1999,  allowing adequate time for testing.  The General Partner
presently  believes that with  modification  to existing  software the Year 2000
issue can be mitigated.  However,  given the complexity of the Year 2000 issues,
there can be no assurances  that the General Partner will be able to address the
problem  without  costs and  uncertainties  that might affect  future  financial
results of the Fund.

      The General Partner has incurred, and expects to incur additional internal
costs as well as other  expenses to address  the  necessary  software  upgrades,
training,  data conversion,  testing and implementation related to the Year 2000
issue.  Such costs are being expensed as incurred.  The General Partner does not
expect the amounts  required  to be  expensed  to have a material  effect on the
Fund's financial position or results of operations.

      The Year 2000 issue is expected to affect the systems of various  entities
with which the Fund and the General Partner  interact  including the lessee's of
the Fund's  parking  properties as well as payors,  suppliers  and vendors.  The
lessees have been queried on their Year 2000 readiness.  Management believes the
lessees are addressing  and resolving  their concerns on a timely basis and will
continue to evaluate the lessees' Year 2000  readiness  and develop  contingency
plans as appropriate.  To date,  Management is not aware of any significant Year
2000 issue that could materially  impact the lessees.  However,  there can be no
assurance that data produced by systems of other entities,  on which the General
Partner's systems rely, will be converted on a timely basis or that a failure by
another  entity's  systems  to be Year 2000  compliant  will not have a material
adverse effect on the Fund.

      Management  believes it has an  effective  program in place to resolve the
Year  2000  issue,  in  a  timely  manner.   Contingency  plans  involve  system
enhancement,    manual   workarounds,   and   adjusting   staffing   strategies.
Nevertheless,  Management  believes that it could  continue its normal  business
operations if compliance is delayed.  The General  Partner does not believe that
the Year 2000 issue will  materially  impact the Fund's  results of  operations,
liquidity, or capital resources.

                                                              8

<PAGE>

                                              REALTY PARKING PROPERTIES II L.P.

Item 7a.  Quantitative and Qualitative Disclosures About Market Risk

      The market risk  associated  with  financial  instruments  and  derivative
financial and commodity  instruments is the risk of loss from adverse changes in
market prices or rates.  The Fund's market risk arises  primarily  from interest
rate risk relating to borrowings under its line of credit which bear interest at
the prime rate of interest of a designated  bank.  Borrowings  under the line of
credit  are due in July  2000.  The  Fund  does  not  expect  that it will  make
additional  borrowings  under the line and  intends  to  continue  reducing  the
outstanding  balance to the extent cash flows from operating  activities  exceed
amounts needed to provide for regular  quarterly  distributions  to the partners
and  liquidity  needs.  Assuming  that the  outstanding  balance  were to remain
unchanged  from that at  December  31, 1998  ($2,561,000),  a 1% increase in the
prime rate of interest  would  reduce the Fund's net  earnings by  approximately
$25,600 on an annualized basis.


Item 8.  Financial Statements and Supplementary Data

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

           Independent Auditors' Report                12             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               13-14

      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.



                                                              9

<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  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 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 in interest of the Units.

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

     John M. Prugh,  age 50, has been a Director  and  President  of the General
Partner since 1990 and of Alex.  Brown Realty,  Inc. and Armata  Financial Corp.
since  1984.  Mr.  Prugh  graduated  from  Gettysburg  College in 1970,  and was
designated  a  Certified  Property  Manager  by the  Institute  of  Real  Estate
Management in 1979. He has worked in property  management  for H. G. Smithy Co.,
in Washington, D.C., and Dreyfuss Bros., Inc. in Bethesda, Maryland. Since 1977,
Mr. Prugh has been involved in managing,  administering,  developing and selling
real estate investment  projects  sponsored by Alex. Brown Realty,  Inc. and its
subsidiaries.

     Peter E.  Bancroft,  age 46, 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 52, 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 42, 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.

                                                             10

<PAGE>

                                              REALTY PARKING PROPERTIES II L.P.

Item 12.   Security Ownership of Certain Beneficial Owners and Management

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

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

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

      At December 31,  1998,  Central  held 42,104  Units (an  approximate  3.0%
investment in the Fund).

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


Item 13.   Certain Relationships and Related Transactions

      The General Partner and its affiliates have and are permitted to engage in
transactions  with the Fund.  For a summary of fees paid during  1998,  1997 and
1996 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 9, herein.

              2. Financial Statement Schedule:  See Index to Financial 
                    Statements and Supplementary Data in Item 8 on page 9, 
                    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 1998.

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



                                                             11

<PAGE>

                                              REALTY PARKING PROPERTIES II L.P.
                                           INDEPENDENT AUDITORS' REPORT




The Partners
Realty Parking Properties II L.P.:


Under date of January 22,  1999,  we  reported  on the balance  sheets of Realty
Parking  Properties  II L.P. as of December  31, 1998 and 1997,  and the related
statements of operations, partners' capital and cash flows for each of the years
in the three-year period ended December 31, 1998 as contained in the 1998 Annual
Report.  These financial  statements and our report thereon are  incorporated by
reference in the Annual  Report on Form 10-K for 1998.  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 22, 1999

                                                        12
<PAGE>
REALTY PARKING PROPERTIES II L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
                                                                          
<TABLE>
<CAPTION>

             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 IMPROVEMENTIMPROVEMIMPROVEMENTS IMPROVEMEN   TOTAL

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

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

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

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

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

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

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

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

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

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

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




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


</TABLE>
                13
<PAGE>

REALTY PARKING PROPERTIES II L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                                                                  page 2 of 2

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

PHOENIX, ARIZONA

approximately 275,310 square foot
<S>                                    <C>      <C>              
surface parking lot                    20,794   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                    28,802   07/94   SEE NOTE 5

SAN FRANCISCO, CALIFORNIA
approximately 12,720 square foot
surface parking lot                       814   05/94   SEE NOTE 5

DENVER, COLORADO
approximately 106,250 square foot
surface parking lot                     9,308   12/91   SEE NOTE 5

ATLANTA, GEORGIA
approximately 78,582 square foot
surface parking lot & garage           90,573   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        110,204   02/92   SEE NOTE 5

DALLAS, TEXAS
approximately 45,714 square foot
surface parking lot and garage        138,110   02/93   SEE NOTE 5

DALLAS, TEXAS (Metro)
approximately 19,450 square foot
surface parking lot and garage        425,112   02/94   SEE NOTE 5

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



                                      823,717
</TABLE>



<TABLE>
<CAPTION>

(1)                                   1998                 1997                1996
                                   REAL ESTATE       A/DREAL ESTATE     A/D  REAL ESTATE       A/D

<S>                               <C>           <C>     <C>        <C>       <C>          <C>
BALANCE AT BEGINNING OF PERIOD    $27,441,189   651,385 31,939,650 481,828   31,927,313   310,580
ADDITIONS TO INVESTMENT IN R/E              0   172,332          0 172,748       12,337   171,248
REAL ESTATE SOLD                            0         0 (4,498,461) (3,191)           0         0
BALANCE AT CLOSE OF PERIOD        $27,441,189   823,717 27,441,189 651,385  $31,939,650   481,828
</TABLE>


(2) AGGREGATE  COST FOR FEDERAL  INCOME TAX PURPOSES IS  $27,441,189 AT DECEMBER
31, 1998 (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  LIN  BUILDING &  IMPROVEMENTS  IN SERVICE  AFTER
     JANUARY 1, 1994 ARE DEPRECIATED OVER 39 YEARS STRAIGHT LINE



                14


<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:    3/19/99                            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:     3/19/99                           BY:  /s/   John M. Prugh
                                            John M. Prugh
                                            President and Director
                                            Realty Parking Company II, Inc.
                                            General Partner



DATE:  3/22/99                          BY:  /s/  Peter E. Bancroft
                                            Peter E. Bancroft
                                            Vice President and Director
                                            Realty Parking Company II, Inc.
                                            General Partner


DATE:  3/22/99                          BY:  /s/  Terry F. Hall
                                            Terry F. Hall
                                            Vice President and Secretary
                                            Realty Parking Company II, Inc.
                                            General Partner



DATE:  3/19/99                          BY:  /s/  Timothy M. Gisriel
                                            Timothy M. Gisriel
                                            Treasurer
                                            Realty Parking Company II, Inc.
                                            General Partner



                                                       -15-