SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 September 30, 1997.

[ ] 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 001-13950

CENTRAL PARKING CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)

Tennessee 62-1052916
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)

2401 21st Avenue South,
Suite 200, Nashville, Tennessee 37212
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(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (615) 297-4255
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Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock $0.01 par Value Name of each Exchange on which registered
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(Title of Class) New York Stock Exchange

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

The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based on the closing price of the Common Stock on the New York Stock
Exchange on December 19, 1997, was $302,865,351. For purposes of this response,
the registrant has assumed that its directors, executive officers, and
beneficial owners of 5% or more of its Common Stock are the affiliates of the
registrant.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.

Class Outstanding at December 19, 1997
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Common Stock, $0.01 par value 26,314,179

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held on March 9, 1998 are incorporated by reference into Part
III of this Form 10-K. Portions of the Registrant's Annual Report to
Shareholders for the fiscal year ended September 30, 1997 are incorporated by
reference into Part II of this Form 10-K.

PART I

ITEM 1. BUSINESS

GENERAL

Central Parking Corporation, ("the Company"), founded in 1968, is a
leading provider of parking services in the United States. As of September 30,
1997, the Company operated 1,644 parking facilities containing approximately
699,000 parking spaces, including 149 international facilities with
approximately 64,710 parking spaces. The Company's facilities are located in 34
states, the District of Columbia, Canada, Puerto Rico, the United Kingdom,
Germany and Mexico. Since 1994, the Company has added on a net basis an average
of approximately 140 properties to its operations each year excluding
acquisitions and 138 from acquisitions. Since its inception, the Company has
sought to increase the level of integrity and professionalism in the parking
industry. Management believes the Company's reputation for professional
integrity is the cornerstone of its success and differentiates it from
competitors. The Company's leadership position in the parking industry is a
result of applying professional management strategies to a consolidating
industry historically managed by small local operators, understanding the needs
of the parking public, applying technology to parking services, retaining
employees through proprietary training programs, and utilizing an incentive
compensation system that rewards performance.

The Company operates parking facilities under three general types of
arrangements: management contracts, leases, and fee ownership. As of September
30, 1997, the Company operated 877 parking facilities through management
contracts, leased 709 parking facilities, and owned 58, either independently or
in joint ventures with third parties. The general terms and benefits of these
three types of arrangements are described as follows:

Management Contracts. The Company's responsibilities under a management
contract as a facility manager include hiring, training, and staffing
parking personnel, and providing collections, accounting,
recordkeeping, insurance, and facility marketing services. In general,
the Company is not responsible for structural, mechanical, or
electrical maintenance or repairs, or for providing security or guard
services. The Company generally receives a base monthly fee for
managing these facilities plus fees for ancillary services such as
insurance, accounting, equipment leasing, and consulting and often
receives a percentage of facility revenues above a base amount. Under
the Company's typical management contract, the facility owner pays a
minimum management fee and operating expenses such as taxes, license
and permit fees, insurance, payroll and accounts receivable processing,
and wages of personnel assigned to the facility. In addition, the
facility owner also pays for maintenance, repair costs, and capital
improvements. The typical management contract is for a term of one to
three years and is renewable, typically for successive one-year terms.
The Company's management contract clients have the option of obtaining
liability insurance independently or purchasing insurance from the
Company under the management contract. Because of its size and claims
experience, the Company can purchase such insurance at discounts to
comparable market rates and management believes, at lower rates than
the Company's clients can generally obtain on their own. Accordingly,
the Company generates profits on the insurance provided under its
management contracts. The Company's management contract renewal rates
for the years ended September 30, 1995, 1996, and 1997, were 95.0% and
92.4% and 91.1% respectively.

Leases. In contrast to management contracts, lease arrangements are
typically for terms of three to ten years, with a renewal term, and
provide for a contractually established payment to the facility owner
regardless of the operating earnings of the parking facility. The
Company's rent is generally either a flat annual amount, a percentage
of gross revenues, or a combination thereof. Under its leases, the
Company is responsible for all facets of the parking operations,
including utilities and ordinary and routine maintenance, but is
generally not responsible for major maintenance, repair, or property
taxes. The leased facilities require a longer commitment and a larger
capital investment by the Company than managed facilities but provide a
more stable source of revenue and a greater opportunity for long-term
revenue growth.

Fee Ownership. Ownership of parking facilities, either independently or
through joint ventures, typically requires a larger capital investment
than managed or leased facilities but provides maximum control over the
operation of the parking facility. All owned facility revenue flows
directly to the Company. Additionally, ownership provides the potential
for realizing capital gains from the appreciation in the value of
underlying real estate. The Company typically targets ownership
opportunities in cities in which it currently operates, focusing on
unrelated sites that are being used as parking facilities.

The Company also seeks joint venture partners who are established local
or regional developers pursuing financing alternatives for development projects.
Joint ventures typically involve a development where the parking facility is a
part of a larger multi-use project, allowing the Company's joint venture
partners to benefit from a capital infusion to the project. Joint ventures offer
the revenue growth potential of ownership with a partial reduction in capital
requirements.

The Company provides parking management services at multi-level parking
facilities and surface lots. It also provides parking consulting services,
shuttle services, valet services, parking meter enforcement services, and
billing and collection services. The Company distinguishes itself from its
competitors by combining a reputation for professional integrity and quality
management with operating strategies designed to increase the revenues of
parking operations for its clients. The Company's clients include some of the
nation's largest owners and developers of mixed-use projects, major office
building complexes, sports stadiums, hotels and toll roads. Parking facilities
operated by the Company include, among others, certain terminals operated by BAA
Heathrow International Airport (London), the Prudential Center (Boston), Cinergy
Field (Cincinnati), Coors Field (Denver), Oriole Park at Camden Yards
(Baltimore), and various parking facilities owned by the Hyatt and Westin hotel
chains, the Rouse Company, Faison Associates, May Department Stores, Equity
Office Properties, and Crescent Real Estate. None of these clients account for
more than 5% of the Company's total revenues.

The Company's early growth was generated by the new construction of
large office buildings, hotels, retail centers, and mixed-use developments in
the United States. However, when domestic commercial development began declining
in the late 1980's, the Company instituted a "take-away" strategy to replace
existing operators by offering value added services at competitive prices, thus
increasing clients' profitability. The Company also has grown in recent years as
a direct result of acquisitions, joint ventures and international expansion.

Acquisitions

Although the Company historically has focused primarily on adding individual
facility operations rather than on acquiring competing companies, management
believes that the Company can benefit from acquiring regional operators. The
Company's acquisition strategy focuses primarily on acquisitions that will
enable the Company to become a leader in selected current markets and achieve
synergistic savings from the elimination of duplicative management. The Company
believes it can improve acquired operations through more sophisticated operating
systems and more professional management. During 1997 the Company acquired the
following:

(a) Civic Parking LLC

On December 31, 1996, the Company purchased for cash Civic Parking, LLC ("Civic
Parking"), a limited liability company, which owns four parking garages in St.
Louis: Kiener East, Kiener West, Stadium East and Stadium West. The four
garages, which had previously been operated by the Company under management
agreements, have a total of 7,464 parking spaces. The purchase price was
approximately $91.0 million which was financed through working capital and a
draw of $67.2 million on the Company's Revolving Credit Facility (see Notes 2, 7
and 8 to the Company's Consolidated Financial Statements).

On April 16, 1997, the Company sold 50% of the ownership units of Civic Parking
to an affiliate of Equity Capital Holdings, LLC for $46.0 million in cash. The
Company will continue to operate these garages pursuant to a lease and operating
agreement with Civic Parking, LLC.

(b) Square Industries, Inc.

On January 18, 1997, the Company completed a cash tender to acquire all of the
outstanding shares of Square Industries, Inc. ("Square") for $54.8 million,
including transaction fees and other related expenses. In addition, the Company
assumed $23.2 million of existing Square debt. The purchase price was financed
through a draw on the Company's Revolving Credit Facility (see Note 8 to the
Company's Consolidated Financial Statements). Square operated 116 parking
facilities containing over 61,000 parking spaces, located primarily in the
northeast. As of September 30, 1997, the Company has refinanced $18.9 million of
the debt assumed from Square through a draw on the Revolving Credit Facility.

On May 29, 1997, the Company acquired the assets and related leases of Car Park
Corporation ("Car Park") for $3.5 million; consisting of 18 parking facilities
with approximately 2,600 parking spaces located in the San Francisco
metropolitan region. The purchase price was financed through a draw of
approximately $1.7 million on the Company's Revolving Credit Facility, and $1.8
million payable to the seller's in monthly installments over a four year term,
subject to early payoff at the seller's request (at a discounted rate).

(d) Diplomat Parking Corporation and Kinney Parking System.

On October 1, 1997, subsequent to the Company's fiscal year end, Diplomat
Parking Corporation was purchased for $21.7 million (see Note 17 to the
Company's Consolidated Financial Statements). Diplomat operates 164 parking
facilities containing over 37,000 parking spaces, located primarily in
Washington D.C. and Baltimore, Maryland. Additionally, the Company signed a
definitive agreement to acquire Kinney Parking System for approximately $188
million including cash and $37.0 million of the Company's common stock, plus
assumption of $18.6 million of debt (see Note 17 to the Company's Consolidated
Financial Statements). The Kinney purchase price is subject to adjustment for
certain events. Kinney operates approximately 400 facilities containing
approximately 171,000 parking spaces, primarily in the northeast.

Joint Ventures

The Company has pursued joint ventures as a growth strategy for two specific
opportunities. First, Central Parking's international expansion will continue to
focus on joint ventures when strategically beneficial or appropriate for
operational reasons (e.g., to overcome language and cultural barriers). In
growing its international operations, the Company has concluded that the value
of creating an alliance with local parking or real estate organizations exceeds
the foregone economics of starting to build the business and relationship from
the beginning. Secondly, in those domestic markets where Central Parking is
constructing a new parking facility (e.g., to service a night life entertainment
attraction or the like), the Company is strongly biased toward aligning the real
estate developer's economic interest with Central's economic interest. This
usually is most readily accomplished via equity ownership. To date, four such
domestic joint venture development projects have been struck, the largest being
Civic Parking LLC, and the most recent being the Arizona Stadium Parking Garage,
LLC deal with local Phoenix developers.

International

Parking is a relatively standard business and does not differ significantly
across international borders. The Company believes its aggressive strategy to
build European operations will allow it to begin penetrating that continent, as
it has in the U.S. By applying established business methods to new markets,
Central Parking has already achieved economies of scale overseas. European
operations are located in the United Kingdom (108 facilities), a joint venture
in Germany (5 facilities) and an Amsterdam business development office which
opened in 1995. Central Parking also maintains operations in Mexico through a
joint venture (32 facilities), Canada (4 facilities) and has a major consulting
project in Malaysia. Upon completion of the Kuala Lumpur City Center, Central
Parking will manage the parking operations under a management contract.

Revenues from foreign operations were $16.1 million, $13.2 million, and $18.1
million for the fiscal years 1995, 1996 and 1997, respectively. The increase in
1997 resulted primarily from the net addition of 20 leased or managed properties
in the United Kingdom. The decrease from 1995 to 1996 resulted from the
termination of a

lease in the United Kingdom. Presently, the Company believes it has limited
exposure to foreign currency risk and has no foreign currency hedge programs.

The following table sets forth certain information regarding the number
of managed, leased, or owned facilities as of the specified dates:

As of September 30,
1995 1996 1997
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Managed facilities 715 770 877
Leased facilities 485 552 709
Owned facilities 31 37 58
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Total 1,231 1,359 1,644
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INDUSTRY

The parking industry is highly fragmented, consisting of a few
nationwide companies and a large number of smaller operators, including a
substantial number of companies providing parking as an ancillary service in
connection with property management or ownership. The primary industry
participants are almost exclusively privately-held companies. Management
believes the parking industry is consolidating as property managers favor
larger-scale operations, more reliable operating systems, better revenue
controls, and an increased emphasis on customer service.

Overall parking industry expansion is created by new construction.
Since new construction in the United States slowed in the late 1980's and has
only gradually begun to increase in recent years, growth in parking companies in
the 1990's has generally resulted from take-aways from other parking companies.
Take-aways and new construction are essential to growth in the parking industry
because of the limitations on growth revenues of existing operations. While some
growth in revenues from existing operations is possible through redesign,
increased operational efficiency, or increased facility use and prices, such
growth is ultimately limited by the size of a facility and market conditions.

Management believes that most commercial real estate developers and
property owners view services such as parking as potential profit centers rather
than cost centers. These parties outsource parking operations to parking
management companies in an effort to maximize profits or leverage the original
rental value to a third-party lender. Parking management companies can increase
profits by using managerial skills and experience, operating systems, and
operating controls unique to the parking industry.

Privatization of government operations and facilities could provide new
opportunities for the parking industry. Cities and municipal authorities may
consider retaining private firms to operate facilities and parking-related
services in an effort to reduce operating budgets and increase efficiency.
Privatization in the United Kingdom and the United States has already provided
significant expansion opportunities for private parking companies.

OPERATING STRATEGY

The Company's operating strategy is to increase revenues and
profitability of its owned, leased, and managed parking facilities through
containing costs and realizing economies of scale; emphasizing the importance of
marketing; maintaining strict cash control; using a decentralized management
structure; providing strong training programs for employees; enhancing
management information systems; offering ancillary services; working to retain
parking patrons; and selecting strategic facility sites.

Contain Costs and Realize Economies of Scale. In order to provide
competitively priced services, the Company must contain costs. The Company has
sought to contain its labor costs by creating a decentralized structure of
well-trained, highly motivated managers that is complemented by computerized
parking and accounting systems. Managers are trained to analyze staffing and
cost control issues, and each facility is carefully tracked on a monthly basis
to determine whether financial results are within budgeted ranges. In its early
stages, the Company grew by adding management contracts much more rapidly than
it added more

capital-intensive leased or owned facilities. This strategy allowed the Company
to grow and create economies of scale for certain administrative and accounting
functions with relatively little capital investment. In addition, the Company's
size has allowed it to invest in sophisticated technology systems, such as
computerized card tracking and accounting systems. The Company is experimenting
with a variety of automated parking settlement systems that could enhance
revenue by increasing the efficiency and accuracy of payment collection,
lowering labor costs, and reducing lost revenue at parking facilities.
Furthermore, the Company will not enter a new market unless management believes
it has the opportunity to rapidly obtain the market presence necessary to
support the required overhead costs.

Emphasize Sales and Marketing Efforts. The Company's management is
actively involved in developing and maintaining business relationships and in
exploring opportunities for growth. The Company's incentive compensation system
rewards managers who are able to develop new business, and this incentive system
is the cornerstone of the Company's culture. The Company's marketing efforts are
designed to expand its operations by developing lasting relationships with major
developers and asset managers, business and government leaders, and other high
quality clients. The Company implements its marketing strategy by encouraging
managers to pursue new opportunities at the local level while simultaneously
selectively targeting key clients and projects at a national level.

Maintain Cash Control. Strict cash control is critical to the Company
and its clients. The Company's cash control procedures are based on a ticketing
system supervised by high level managers and include on-site spot checks,
multiple daily cash deposits, local audit functions, managerial oversight and
review, and internal audit procedures. All tickets and gate counts are
reconciled daily against cash collected. Management believes its cash control
procedures are effective in minimizing the loss of revenues at parking
facilities.

Decentralize Management Structure. The Company has achieved what
management believes is a successful balance between centralized and
decentralized management. Because its business is dependent, in large part, on
personal relationships, the Company provides its managers with a significant
degree of autonomy in order to encourage prompt and effective responses to local
market demands. In conjunction with this local operational authority, the
Company provides, through its corporate office, services that typically are not
readily available to independent operators such as management support, marketing
and business expertise, training, and financial and information systems. The
Company retains centralized control, however, over those functions necessary to
monitor service quality and cash control integrity and to maximize operational
efficiency. Services performed at the corporate level include billing, quality
improvement oversight, financial and accounting functions, policy and procedure
development, systems design, and corporate acquisitions and development.

Training Programs and Incentive Compensation. Management believes that
the Company's management training program is a significant factor in the
Company's success. Formalized in 1986, this program is designed to identify and
hire individuals that meet a variety of criteria intended to enhance the
likelihood of success. Employees participating in the Company's management
program are generally required to have a college degree. The Company has
approximately 620 management positions and hires approximately 250 managers a
year. New managers in the Company's management trainee program are assigned to a
particular facility where they are supervised as they manage one to five
employees. The management trainee program lasts approximately one year and
teaches a wide variety of skills, including organizational skills, basic
management techniques, and basic accounting. Upon successful completion of this
stage of the program, management trainees are promoted to facility manager in
charge of a particular parking facility. The Company continues to train facility
managers for an additional year, at which time the successful managers are
typically promoted to position of area manager. Area managers oversee several
facilities and report to an operations manager. Operations managers oversee all
or a portion of a city and report to a general manager. Each general manager is
responsible for both managing a particular city and focusing on marketing the
Company's services in that city. General managers are entitled to a bonus based
on the performance of the Company's operations in that city. All positions at
the general manager level and above require a substantial time commitment to
marketing and business development.

The Company's incentive compensation system rewards managers at the
general manager level and above for the profitability of their respective areas
of responsibility. Each person participating in the incentive program generally
receives a substantial portion of their compensation from this incentive
compensation system. Incentive compensation payments typically range from 20% to
70% of total compensation.

Enhance Management Information Systems. In the last five years, the
Company has completely re-engineered and replaced all of its accounting and
operations software. Central to this effort has been the development of
industry-specific software models, such as the Parker Accounts Receivable
System, a proprietary software system used to generate a range of reports
related to receivables and to audit access control systems for the Company's
parking facilities. The Company's distributed systems, which include payroll,
revenue collection, and monthly line-item budgeting, provide local management
access to data pertinent to their operations, while allowing corporate review of
all data. The Company also provides bookkeeping services through an accounting
division that maintains separate financial statements for large or complex
facilities.

Offer Ancillary Services. The Company provides services that are
complementary to parking facility management, with a particular emphasis on
consulting services. For example, the Company's operations in the United Kingdom
grew out of a single consulting arrangement. Other ancillary services include
parking meter enforcement services, on-street parking services, car pooling
coordination, shuttle van services, and public transportation services. These
ancillary services do not constitute a significant portion of the Company's
revenues, but management believes that the provision of ancillary services can
be important in obtaining new business and preparing the Company for future
changes in the parking industry.

Retain Parking Patrons. In order for the Company to succeed, its
parking patrons must have a positive experience at Company facilities.
Accordingly, the Company stresses the importance of having safe, clean
facilities and cordial employees. Each facility manager has primary
responsibility for the environment at the facility, and is evaluated on his or
her ability to retain parking patrons. The Company also monitors customer
satisfaction through customer surveys and "mystery parker" programs.

Select Facility Sites. In existing markets, the facility site selection
process begins with identification of a possible facility site and the analysis
of projected revenues and costs at the site by general managers and regional
managers. The managers then conduct an examination of a location's potential
demand based on traffic patterns and counts, area demographics, and potential
competitors. Pro forma financial statements are then developed and a Company
representative will meet with the property owner to discuss the terms and
structure of the agreement.

GROWTH STRATEGY

Historically, the Company's operations have grown primarily through the
addition of management contracts. Concentration on management contracts was a
function of client demands for such arrangements coupled with the Company's
capital and contractual restraints that limited leasing and fee ownership
opportunities. Because of its operating results, increased cash flows, and
release from such contractual restraints, the Company has begun to make more
acquisitions and more capital intensive investments in leasing and ownership of
parking facilities. The Company currently intends to increase the relative
number of leased and owned facilities in its total operations, and to convert
managed facilities to leased or owned facilities when possible. The Company
will, however, continue to pursue management contracts with clients or potential
clients who prefer that arrangement. Set forth below are the key elements of the
Company's growth strategy.

Increase Market Share. The Company plans to continue to add properties
to its operations by focusing its marketing efforts on increasing market share
at the local level, targeting asset managers and developers with a national
presence, and pursuing specific projects associated with high-use,
special-purpose facilities.

Local. At the local level the Company's sales and marketing efforts
are decentralized and are directed towards identifying new expansion
opportunities within a particular city or region. Managers are trained
to develop the business contacts necessary to generate new
opportunities and to monitor their local markets for take-away and
outsourcing opportunities. The Company provides its managers with a
significant degree of autonomy in order to encourage prompt and
effective responses to local market demands, which is complemented by
management support and marketing training through the Company's
corporate offices. In addition, a manager's compensation is dependent,
in part, upon his or her success in developing new business. By
developing business contacts locally, the Company's

managers often get the opportunity to bid on projects when asset
managers and property owners are dissatisfied with current operations
and also learn in advance of possible new projects.

National. At the national level, the Company's marketing efforts are
undertaken primarily by upper-level management who target developers,
governmental entities, the hospitality industry, mixed-use projects,
and medical facilities. These efforts are directed at operations that
generally have national name recognition, substantial demand for
parking related services, and the potential for nation-wide growth. For
example, the Company's current clients include, among other national
property ownership companies and hotel chains, the Rouse Company,
Faison Associates, Equity Office Properties, May Department Stores,
Crescent Real Estate, Westin Hotels, and Hyatt Hotels. None of these
clients account for more than 5% of the Company's total revenues.
Management believes that providing high-quality, efficient services to
such companies will lead to additional opportunities as those clients
continue to expand their operations. Outsourcing by parking facility
owners will continue to be a source for additional facilities, and
management believes the Company's experience and reputation with large
asset managers give it a competitive advantage in this area.

Specialized High-Use Facilities. The Company targets facilities that
are located to take advantage of a mixed customer base. These locations
generally are in metropolitan areas and are convenient to entertainment,
tourist, and leisure attractions, such as downtown sporting areas, or are
associated with 24-hour facilities, such as hospitals and airports. Such
facilities combine commuter demand with off-hour demand resulting in relatively
higher utilization. For example, the Company has targeted special event parking
and currently operates parking facilities at, or convenient to, sports venues
such as Madison Square Garden, the new Boston Garden, Busch Stadium, Cinergy
Field, Ericsson Stadium (Carolina Panthers), Oriole Park at Camden Yards, Coors
Field, and Reunion Arena. The Company also targets facilities near urban
entertainment and tourist destinations such as its operations at CoCo Walk in
Miami, One Colorado Place in Pasadena, California, Larimer Square in Denver, and
Harbor Place in Baltimore. Examples of current mixed-used facility clients
include Crown Center in Kansas City, Prudential Center in Boston and Arizona
Center in Phoenix.

Acquire Additional Operators. Although the Company historically has
focused primarily on adding individual facility operations rather than on
acquiring competing companies, management believes that the Company can benefit
from acquiring regional operators. The Company's acquisition strategy focuses
primarily upon acquisitions in attractive new markets and acquisitions that will
enable the Company to become a leading provider in selected current markets and
achieve synergistic savings from duplicative management. The Company believes it
can improve acquired operations through more sophisticated operating systems and
more professional management. During fiscal 1997, the Company acquired Square
Industries, Car Park, and Civic Parking LLC.

Expand International Operations. Management believes that there are
significant international growth opportunities, particularly for
well-capitalized companies that are interested in making significant investments
in equipment and construction, either independently or with foreign partners.
The Company's international operations began in the early 1990's with the
formation of an international division, which is now one of the fastest growing
areas of the Company. Operations in London began in 1991 when the Company was
awarded a contract to manage Terminal 4 of Heathrow International Airport. Since
then, the Company has expanded its Heathrow operations to include Terminal 1 and
has a total of 108 United Kingdom facilities, with operations in Birmingham,
Oxford, Newcastle, and London. To complement its parking business in the United
Kingdom, the Company also provides parking meter enforcement and ticketing
services for three local governments that have privatized these services. The
Company began expansion into Mexico in July 1994 by forming a joint venture with
Fondo Opcion, an established Mexican developer and now operates 32 facilities in
Mexico. The Company acquired four locations in Canada in January 1997 as a
result of the Square acquisition. The Company provides consulting services in
Kuala Lumpur, Malaysia related to the operation of a 5,400 space parking
facility servicing one of the largest development projects in the world. The
Company has a business development office in the Netherlands to pursue expansion
into other European countries. In 1996, the Company acquired a 50% equity
interest in a joint venture which operates five facilities in Germany as well as
meter enforcement. Revenues from foreign operations accounted for approximately
12.8%, 9.2%, and 8.1%, of the Company's total revenues for the years ended
September 30, 1995, 1996 and 1997, respectively. See Note 16 to the Company's
Consolidated Financial Statements.

9
COMPETITION

The parking industry is fragmented and highly competitive, with limited
barriers to entry. The Company faces direct competition for additional
facilities to manage, lease, or own and the facilities currently operated by the
Company face competition for employees and customers. The Company competes with
a variety of other companies to add new operations. Although there are
relatively few large, national parking companies that compete with the Company,
developers, hotel companies, and national financial services companies have the
potential to compete with parking companies. The Company also faces competition
from local owner-operators of facilities who are potential clients for the
Company's management services. Construction of new parking facilities near the
Company's existing leased or managed facilities could adversely affect the
Company's business.

Management believes that it competes for clients based on rates charged
for services; ability to generate revenues for clients; ability to anticipate
and respond to industry changes; range of services; and ability to expand
operations. The Company has a reputation as a leader in the industry and as a
provider of high quality services. The Company also is one of the largest
companies in the parking industry and is not limited to a single geographic
region. The Company has the financial strength to make capital investments as an
owner or joint venture partner that smaller or more leveraged companies cannot
make. The Company's size has also allowed it to centralize administrative
functions that give the decentralized managerial operations cost-efficient
support. Moreover, the Company has obtained broad experience in managing and
operating facilities of a wide variety over the past 29 years. Additionally, the
Company is able to attract and retain quality managers through its incentive
compensation system that directly rewards successful sales and marketing efforts
and places a premium on profitable growth.

REGULATION

The Company's business is not substantially affected by direct
governmental regulation, although parking facilities are sometimes directly
regulated by both municipal and state authorities. The facilities in New York
City are, for example, subject to certain governmental restrictions concerning
numbers of cars, pricing, and certain prohibited practices. The Company is also
affected by laws and regulations (such as zoning ordinances) that are common to
any business that owns real estate and by regulations (such as labor and tax
laws) that affect companies with a large number of employees. In addition,
several state and local laws have been passed in recent years that encourage car
pooling and the use of mass transit, including, for example, a Los Angeles,
California law prohibiting employers from reimbursing employee parking expenses.
Laws and regulations that reduce the number of cars and vehicles being driven
could adversely impact the Company's business.

Environmental laws also may adversely affect the Company. Under various
federal, state and local environmental laws, ordinances and regulations, a
current or previous owner or operator of real property may be liable for the
costs of removal or remediation of hazardous or toxic substances on, under or in
such property. Such laws typically impose liability without regard to whether
the owner or operator knew of, or was responsible for, the presence of such
hazardous or toxic substances. In connection with the ownership or operation of
parking facilities, the Company may be potentially liable for any such costs. In
addition, the Company could incur significant costs defending against claims of
liability.

Various other governmental regulations affect the Company's operation
of parking facilities, both directly and indirectly, including the Americans
with Disabilities Act ("ADA"). Under the ADA, all public accommodations,
including parking facilities, are required to meet certain federal requirements
related to access and use by disabled persons. For example, the ADA requires
parking facilities to include handicapped spaces, headroom for wheelchair vans,
attendants' booths that accommodate wheelchairs, and elevators that are operable
by disabled persons. Management believes that the parking facilities the Company
owns and operates are in substantial compliance with these requirements.

EMPLOYEES

As of September 30, 1997, the Company employed approximately 9,300
individuals, including 5,000 full-time and 4,300 part-time employees. Management
believes that the Company's employee relations are good. Approximately 1700 U.S.
employees are represented by labor unions. Parking attendants and cashiers at
the

10
New York City facilities are represented by various union locals, including
Teamsters Local No. 272. Other cities in which some of the Company's employees
are represented by labor unions are Miami, Jersey City, Philadelphia,
Pittsburgh, San Francisco, Chicago and Puerto Rico. The Company has not
experienced any difficulty in negotiating collective bargaining agreements or
experienced any labor strikes.

SERVICE MARKS AND TRADEMARKS

The Company has registered its logo with the United States Patent
Office. The Company has also reinstated its application for registration of the
name "Central Parking System." This application was initially opposed by two
parties. One party has recently withdrawn its opposition but continues to use
the name "Central Parking" in the Chicago area. The second party, which operates
only in Atlantic City, New Jersey, has expressed a willingness to limit its use
to such area, although there can be no assurance that the Company will receive a
binding commitment from such party. The Company uses the name "Chicago Parking
System" in Chicago, the name CPS Parking in Seattle and Milwaukee, and the name
Control Plus and Park It!, for the on-street enforcement business in London and
Charlotte, North Carolina, respectively.

INSURANCE

The Company purchases comprehensive liability insurance covering
parking facilities owned, leased, and managed by the Company. Such
comprehensive liability insurance coverage is in the amount of $1 million per
occurrence and $1 million in the aggregate per facility. In addition, the
Company purchases group insurance with respect to all Company employees, whether
such persons are employed at owned, leased, or managed facilities. Because of
the size of the operations covered, the Company purchases these policies at
prices that, management believes, represent a discount to the prices that would
be charged to parking facility owners on a stand-alone basis. Pursuant to its
management contracts, the Company charges its customers for insurance at rates
it believes approximate market rates based upon its review of the applicable
market. In each case, the Company's clients have the option of purchasing their
own policies, provided the Company is named as an additional insured; however,
because the Company's fees for insurance are generally competitive with market
rates, the Company's clients have historically chosen to pay the Company's
insurance fees. A reduction in the number of clients that purchase insurance
through the Company, however, could have a material adverse effect on the
operating earnings of the Company. In addition, although the Company's cost of
insurance has not fluctuated significantly in recent years, a material increase
in insurance costs due to increased claims experienced by the Company could
adversely affect the profit associated with insurance charges pursuant to
management contracts and could have a material adverse effect on the operating
earnings of the Company.

FOREIGN AND DOMESTIC OPERATIONS

Information about the Company's foreign and domestic operations is
incorporated by reference to Note 16 to the Company's Consolidated Financial
Statements.

ITEM 2. PARKING FACILITY PROPERTIES

The Company's facilities are currently organized into 12 regions, 11 in
North America (10 in the United States, one in Mexico) and one which is
comprised of the United Kingdom and Germany. Each region is supervised by a
regional manager who reports directly to a Senior Vice President. Regional
managers oversee four to six general managers who each supervise the Company's
operations in a particular city. The following table summarizes certain
information regarding the Company's facilities as of September 30, 1997:

Number of Total Percentage of
Regions Cities Locations Managed Leased Owned Spaces Total Spaces
- --------------------------------------------------------------------------------------------------------------------------

Atlanta Atlanta, Birmingham, Charleston 115 65 50 - 63,451 9.1%
(SC),Charlotte, Columbia (SC),
Jackson (MS), Mobile
Denver Denver/Colorado Springs, Des 167 101 56 10 77,385 11.1%
Moines, Kansas City, Minneapolis-St.
Paul, Oklahoma City , St. Louis
European United Kingdom - Birmingham, 113 31 82 - 34,809 5.0%
London, Oxford, Newcastle
Germany - Berlin, Dresden,
Frankfurt
Florida Jacksonville, Miami/Ft. Lauderdale, 186 92 94 - 72,357 10.4%
Orlando, Puerto Rico, Tampa/St.
Petersburg
Los Angeles Los Angeles, Orange County (CA), 82 62 20 - 46,440 6.7%
Phoenix
Mid-Atlantic Baltimore, Norfolk, 140 91 44 5 64,623 9.3%
Philadelphia, Pittsburgh, Richmond,
Washington (D.C.)
Mexico Cuernavaca, Mexico City 32 19 13 - 21,051 3.0%
Mid Western Charleston (WV), Cincinnati, 111 71 39 1 67,877 9.7%
Cleveland, Columbus, Indianapolis,
Milwaukee, Ottawa, Toronto
Nashville Chattanooga, Knoxville, 238 103 113 22 50,354 7.2%
Lexington/Frankfort, Louisville,
Memphis, Nashville (1)
New York Hartford, Jersey City, New York, 152 55 87 10 65,948 9.4%
Providence, Stamford
San Francisco Oakland, Salt Lake City, 50 24 26 - 14,877 2.1%
San Francisco, Seattle
Texas Albuquerque, Austin, Dallas, El Paso 234 147 77 10 109,228 15.6%
Houston, New Orleans, San Antonio,
Tulsa
Other Boston, Chicago 24 16 8 - 9,749 1.4%
- --------------------------------------------------------------------------------------------------------------------------
Total 1,644 877 709 58 698,149 100.0%
==========================================================================================================================

(1) Includes the Company's corporate headquarters in owned
facilities.

Joint Ventures. The Company has interests in joint ventures that own or
operate parking facilities located in Nashville, Denver, Phoenix, St. Louis,
Germany, and Mexico. In fiscal 1997, the Company acquired a 50% joint venture
ownership in St. Louis and operates four parking garages under a lease and
operating agreement. The

Company has a 50% interest in a joint venture that owns a parking complex on
Commerce Street in Nashville, and the Company operates the parking at this
complex under a management contract with the joint venture. The Company has a
similar interest in two joint ventures in Denver and one joint venture in
Germany. The Company is also a joint venture partner with Fondo Opcion and
operates thirty two facilities on behalf of that joint venture in Mexico City.

MBE Partnerships. The Company is currently a party to ten separate
minority business enterprise partnerships formed by the Company and a minority
businessperson to manage various facilities. The Company owns 60% to 70% of the
partnership interests in each partnership and typically receives management fees
before partnership distributions are made to the partners.

ITEM 3. LEGAL PROCEEDINGS

The ownership of property and provision of services to the public
entails an inherent risk of liability. Although the Company is engaged in
routine litigation incidental to its business, in the opinion of management,
there is no legal proceeding to which the Company is a party which, if decided
adversely to the Company, would be material to the Company's financial
condition, liquidity, or results of operations. The Company takes steps to
attempt to disclaim its liability for personal injury and property damage claims
by printing disclaimers on its ticket stubs and by placing warning signs in the
facilities it owns or operates. The Company also carries liability insurance
that management believes meets industry standards; however, there can be no
assurance that any future legal proceedings (including any related judgments,
settlements or costs) will not have a material adverse effect on the Company's
financial condition, liquidity, or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

No matter was submitted to a vote of the Company's security-holders
during the fourth quarter of the fiscal year ended September 30, 1997.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) The Registrant's Common Stock has been traded on the New York Stock
Exchange under the symbol PK since October 10, 1995. The following is a list of
the high and low closing prices by fiscal quarters for the last fiscal year, as
recorded by the New York Stock Exchange. All share prices have been adjusted to
reflect the effects of the three-for-two stock splits in March 1996 and December
1997. Prior to October 10, 1995, there was no public market for these shares.

High Low
---- ---

Three months ended December 31, 1995 $13.1111 $ 8.0000
Three months ended March 31, 1996 17.5833 12.0000
Three months ended June 30, 1996 21.3333 15.8333
Three months ended September 30, 1996 21.9167 16.6667
Twelve months ended September 30, 199 $21.9167 8.0000

Three months ended December 31, 1996 $24.5833 $21.2500
Three months ended March 31, 1997 22.5000 16.3333
Three months ended June 30, 1997 23.2083 16.0833
Three months ended September 30, 1997 31.3333 22.1667
Twelve months ended September 30, 1997 $31.3333 $16.0833

(b) There were, as of September 30, 1997 approximately 7,000 holders of
the Registrant's Common Stock, as evidenced by depository and transfer agent
listings.

(c) Since February 21, 1997 the Company has distributed a quarterly
dividend of $0.015 per share. From the IPO till February 1997 the Company
declared a quarterly dividend equal to $.013 per share. Prior to the Initial
Public Offering on October 10, 1995, there were no dividends on Common Stock.
The Company declared dividends of $398,000 and $450,000 in 1994 and 1995,
respectively, on the Preferred Stock that was outstanding prior to the
recapitalization. There have been no shares of preferred stock outstanding since
the recapitalization. See Note 9 to the Company's Consolidated Financial
Statements.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The information set forth under the caption "Five Year Selected
Consolidated Financial Data " in the Company's Annual Report to Shareholders for
the fiscal year ended September 30, 1997 is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information set forth under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the Company's
Annual Report to Shareholders for the fiscal year ended September 30, 1997 is
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

The information set forth under the captions "Independent Auditors'
Report", "Consolidated Balance Sheets", "Consolidated Statements of Earnings",
"Consolidated Statements of Shareholders' Equity", "Consolidated Statements of
Cash Flows", and "Notes to Consolidated Financial Statements" in the Company's
Annual Report to Shareholders for the fiscal year ended September 30, 1997 is
incorporated herein by reference.

The Company's unaudited operating results for each fiscal quarter
within the two most recent fiscal years, as set forth under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's Annual Report to Shareholders for the fiscal year
ended September 30, 1997, is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

Information concerning this Item is incorporated by reference to the
Company's definitive proxy materials for the Company's 1998 Annual Meeting of
Shareholders.

ITEM 11. EXECUTIVE COMPENSATION

Information concerning this Item is incorporated by reference to the
Company's definitive proxy materials for the Company's 1998 Annual Meeting of
Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information concerning this Item is incorporated by reference to the
Company's definitive proxy materials for the Company's 1998 Annual Meeting of
Shareholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information concerning this Item is incorporated by reference to the
Company's definitive proxy materials for the Company's 1998 Annual Meeting of
Shareholders.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

Page
----

(a)(1) Financial Statements

The following financial statements and related notes of the Company
contained on pages 1 through 45 of the Company's Annual Report to
Shareholders for the fiscal year ended September 30, 1997 are
incorporated herein by reference.

Independent Auditors' Report...................................................................... 17

Consolidated Balance Sheets - September 30, 1996 and 1997......................................... 18

Consolidated Statements of Earnings - Fiscal Years Ended September 30, 1995,
1996, and 1997.................................................................................... 19

Consolidated Statement of Shareholders' Equity - Fiscal Years Ended September 30, 1995, 1996,
and 1997.......................................................................................... 20

Consolidated Statements of Cash Flows - Fiscal Years Ended September 30, 1995, 1996, and 1997..... 21

Notes to Consolidated Financial Statements........................................................ 22-45

(a)(2) Financial Statement Schedules

None

Financial statement schedules have been omitted because they are not
applicable or because the required information is otherwise furnished.

(a)(3) Exhibits

The exhibits listed in the Index to Exhibits are incorporated herein
by reference or filed as part of this Form 10-K.

(b) Reports on Form 8-K

No reports on Form 8-K were filed by the Registrant during the last
quarter of the fiscal year ended September 30, 1997.

SIGNATURES

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

CENTRAL PARKING CORPORATION

December 26, 1997
/s/ STEPHEN A. TISDELL
Stephen A. Tisdell
Chief Financial Officer

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

SIGNATURE TITLE DATE
- -----------------------------------------------------------------------------------------

/s/ Monroe J. Carell, Jr. Chairman of the Board, December 26, 1997
Monroe J. Carell, Jr. Chief Executive Officer
and Director

/s/ James H. Bond President & Chief December 26, 1997
James H. Bond Operating Officer;
Director

/s/ Stephen A. Tisdell Chief Financial Officer December 26, 1997
Stephen A. Tisdell (Principal Financial and
Accounting Officer)

/s/ Cecil Conlee Director December 26, 1997
Cecil Conlee

/s/ John W. Eakin Director December 26, 1997
John W. Eakin

/s/ Lowell Harwood Director December 26, 1997
Lowell Harwood

/s/ Edward G. Nelson Director December 26, 1997
Edward G. Nelson

/s/ William C. O'Neil, Jr. Director December 26, 1997
William C. O'Neil, Jr.

/s/ P.E. Sadler Director December 26, 1997
P.E. Sadler

EXHIBIT INDEX

EXHIBIT PAGE
NUMBER DOCUMENT NUMBER
------ -------- ------

2.1 Plan of Recapitalization, effective October 9, 1995 (Incorporated
by reference to Exhibit 2 to the Company's Registration Statement
No. 33-95640 on Form S-1.)

2.2 Agreement for Sales Purchase of Membership Interests, dated as of
November 22, 1996, by and among Central Parking System Realty,
Inc., Central Parking System Realty of Missouri, Inc., Gateway
Group, Inc., and SLC Holdings, LLC (Incorporated by reference
herein to Exhibit 2.2 to the Company's Current Report on Form 8-K
as filed on January 14, 1997.)

2.3 Agreement and plan of Merger dated as of December 6, 1996, by and
among Central Parking Corporation, Central Parking System--Empire
State, Inc., and Square Industries, Inc. (Incorporated by reference
to Exhibit (c)(1) to the Company's Tender Offer Statement on
Schedule 14D-1 filed by Central Parking Corporation on December
13,1996.)

2.4 Agreement for purchase and Sale of Membership Interest, dated as of
April 16, 1997, by and among EOP-St. Louis Parking Garages, LLC and
Central Parking System Realty of Missouri, Inc. (Incorporated by
reference herein to Exhibit 2.3 to the Company's Current Report on
Form 8-K as filed on April 30, 1997.)

3.1 Form of Amended and Restated Charter of the Registrant (Incorporated by
reference to Exhibit 3.1 to the Company's Registration Statement No.
33-95640 on Form S-1.)

3.2 Amended and Restated Bylaws of the Registrant (Incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement No.
33-95640 on Form S-1.)

3.3 Amended and Restated Charter of Central Parking Corporation
restated to incorporate the Amendment adopted February 28, 1997
(Incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement No. 333-23869 on Form S-3 as filed on March
23, 1997.)

4 Form of Common Stock Certificate (Incorporated by reference to Exhibit
4.1 to the Company's Registration Statement No. 33-95640 on Form S-1.)

10.1 Executive Compensation Plans and Arrangements

(a) 1995 Incentive and Nonqualified Stock Option Plan for Key
Personnel (Incorporated by reference to Exhibit 10.1 to the
Company's Registration Statement No. 33-95640 on Form S-1.)

(b) Form of Option Agreement under Key Personnel Plan
(Incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement No. 33-95640 on Form S-1.)

(c) 1995 Restricted Stock Plan (Incorporated by reference to
Exhibit 10.5.1 to the Company's Registration Statement No.
33-95640 on Form S-1.)

(d) Form of Restricted Stock Agreement (Incorporated by reference
to Exhibit

10.5.2 to the Company's Registration Statement No. 33-95640 on
Form S-1.)

(e) Form of Employment Agreements with Executive Officers
(Incorporated by reference to Exhibit 10.7 to the Company's
Registration Statement No. 33-95640 on Form S-1.)

(f) Monroe J. Carell, Jr. Employment Agreement (Incorporated by
reference to Exhibit 10.8 to the Company's Registration
Statement No. 33-95640 on Form S-1.)

(g) Amendment to Monroe J Carell, Jr. Employment Agreement
(incorporated by reference to exhibit 10.3 to the Company's
10Q for quarter ended, March 31, 1997.)

(h) Monroe J. Carell, Jr. Revised Deferred Compensation Agreement,
as amended (Incorporated by reference to Exhibit 10.9 to the
Company's Registration Statement No. 33-95640 on Form S-1.)

(i) James H. Bond Employment Agreement (Incorporated by reference
to Exhibit 10.10 to the Company's Registration Statement No.
33-95640 on Form S-1.)

(j) Performance Unit Agreement between Central Parking Corporation
and James H. Bond (Incorporated by reference to Exhibit
10.11.1 to the Company's Registration Statement No. 33-95640
on Form S-1.)

(k) Modification of Performance Unit Agreement of James H. Bond
(Incorporated by reference to Exhibit 10.1(j) to the Company's
Annual Report on Form 10-K filed on December 27, 1995)

(l) James H. Bond Severance Agreement (Incorporated by reference
to Exhibit 10.17 to the Company's Registration Statement No.
33-95640 on Form S-1.)

10.2 1995 Nonqualified Stock Option Plan for Directors (Incorporated by
reference to Exhibit 10.3 to the Company's Registration Statement No.
33-95640 on Form S-1.)

10.3 Form of Option Agreement under Directors Plan (Incorporated by
reference to Exhibit 10.4 to the Company's Registration Statement No.
33-95640 on Form S-1.)

10.4 Central Parking Corporation Deferred Stock Unit Plan (Incorporated
by reference to Exhibit A to the Company's Definitive Proxy
Statement on schedule DEF 14A as filed on January 14, 1997.)

10.5 Central Parking System, Inc. Profit Sharing Plan, as amended
(Incorporated by reference to Exhibit 10.6 to the Company's
Registration Statement No. 33-95640 on Form S-1.)

10.6 Form of Indemnification Agreement for Directors (Incorporated by
reference to Exhibit 10.12 to the Company's Registration Statement No.
33-95640 on Form S-1.)

10.7 Indemnification Agreement for Monroe J. Carell, Jr. (Incorporated by
reference to Exhibit 10.13 to the Company's Registration Statement No.
33-95640 on Form S-1.)

10.8 Form of Management Contract (Incorporated by reference to Exhibit 10.14
to the

Company's Registration Statement No. 33-95640 on Form S-1.)

10.9 Form of Lease (Incorporated by reference to Exhibit 10.15 to the
Company's Registration Statement No. 33-95640 on Form S-1.)

10.10 1996 Employment Stock Purchase Plan (Incorporated by reference to
Exhibit 10.16 to the Company's Registration Statement No. 33-95640 on
Form S-1.)

10.11 Exchange Agreement between the Company and Monroe J. Carell, Jr.
(Incorporated by reference to Exhibit 10.18 to the Company's
Registration Statement No. 33-95640 on Form S-1.)

10.12 Separation Agreement between the Company and Calvin L. Friddle
(Incorporated by reference to Exhibit 10.19 to the Company's
Registration Statement No. 33-95640 on Form S-1.)

10.13 Form of $150,000,000 Credit Agreement dated December 12, 1996 by
and among various banks with SunTrust Bank, Nashville, N.A. as
Agent, and Central Parking Corporation and certain of its
subsidiaries (Incorporated by reference to Item 11(b)(1) to the
Company's Tender Offer Statement on Schedule 14D-1 as filed on
December 13, 1996.)

10.14 Agreement and Plan of Merger, dated as of December 6, 1996, by
Central Parking System --Empire State, Inc., an indirect
wholly-owned subsidiary of Central Parking Corporation and Square
Industries (Incorporated by reference to Item 11(c)(1) to the
Company's Tender Offer Statement on Schedule 14D-1 as filed on
December 13, 1996.)

10.15 Form of $300,000,000 Senior Credit Facility Commitment letter
("Acquisition Credit Facility") dated October 20, 1997 by and among
various banks with NationsBanc Montgomery Securities, Inc.,
Charlotte, as Agent, and Central Parking Corporation and its
affiliates.

EXHIBIT
NUMBER DOCUMENT
------ --------

11 Detail Computation of Per Share Earnings

13 Annual Report to Shareholders

21 Subsidiaries of the Registrant

23 Consent of KPMG Peat Marwick LLP

27 Financial Data Schedule

EXHIBIT INDEX