ITEM 1. 	BUSINESS
GENERAL
The Company, founded in 1968, is a leading provider of parking services in the United States. As of September 30, 1996, the Company operated 1,359 parking facilities containing approximately 546,000 spaces, including 109 international facilities with approximately 40,578 spaces, located in 32 states, the District of Columbia, Puerto Rico, the United Kingdom, Germany and Mexico. Since 1993, the Company has added on a net basis an average of approximately 137 properties to its operations each year. 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, 1996, the Company operated 770 parking facilities through management contracts, leased 552 parking facilities, and owned 37, 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 renewal rates for the years ended September 30, 1996, 1995, and 1994, were 92.4%, 95.0%, and 97.3%, 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 and all growth in 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. Prior to 1994, the Company's ability to purchase properties was limited by a contractual arrangement with Realty Parking Properties II L.P. (see "Item 2

ITEM 2. PARKING FACILITY PROPERTIES
The Company's facilities are currently organized into 12 regions, 11 in North America 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 or the 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, 1996.
Number of Total Percentage of REGIONS - Cities Locations Managed Leased Owned Spaces Total Spaces ATLANTA 94 45 49 --- 38,050 7.0% Atlanta, Birmingham, Charleston (SC), Charlotte, Columbia (SC), Jackson (MS), Mobile	 DALLAS-FT. WORTH 128 79 43 6 51,111 9.3% Dallas-Ft. Worth, Oklahoma City, San Antonio, Tulsa EUROPEAN United Kingdom 93 11 82 --- 28,689 5.3% Birmingham, London, Newcastle Germany Berlin, Dresden, Frankfurt, Hamburg, Schwerin FLORIDA 166 95 71 --- 67,498 12.3% Jacksonville, Miami/Ft. Lauderdale, Orlando, Puerto Rico, Tampa/St. Petersburg HOUSTON 113 79 34 --- 59,818 11.0% Albuquerque, Austin, El Paso, Houston, New Orleans LOS ANGELES 75 56 19 --- 43,607 8.0% Los Angeles, Orange County (CA), Phoenix MID-ATLANTIC 100 77 20 3 46,416 8.5% Baltimore, Hartford, Norfolk, Philadelphia, Providence, Richmond, Washington (D.C.) MIDWEST 98 62 36 --- 53,827 9.9% Charleston (WV), Cincinnati, Cleveland, Columbus, Milwaukee, Pittsburgh NASHVILLE 217 97 99 21 (1) 45,432 8.3% Chattanooga, Knoxville, Lexington/Frankfort, Louisville, Memphis, Nashville NEW YORK 64 25 39 --- 23,621 4.3% New York, Jersey City, Stamford SAN FRANCISCO 30 21 9 --- 9,296 1.7% Oakland, Salt Lake City, San Francisco, Seattle ST. LOUIS 143 96 41 6 57,001 10.4% Denver/Colorado Springs, Des Moines, Kansas City, Minneapolis-St. Paul, St. Louis OTHER 38 27 10 1 21,623 4.0% Boston, Chicago, Mexico City
TOTAL 1,359 770 552 37 545,989 100.0%
(1) Includes the Company's corporate headquarters.
JOINT VENTURES. The Company has interests in joint ventures that own or operate parking facilities located in Nashville, Denver, Germany, and Mexico. 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 twelve 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.
ACQUISITION OF CONTRACT RIGHTS. In August 1992, the Company purchased for $8 million the contract rights to manage 103 parking facilities which are owned, leased, or managed by an unrelated parking company. Of these 103 facilities, 39 were included in parking revenues and their related costs and 64 were included in management contract revenues and their related costs. The Company has a separate contract for each facility. The contract rights are amortized over the various facility contract terms through 2004. The Company believes these contracts should experience the same general renewal rates the Company has experienced in its overall business operations. This arrangement generated parking revenues from the facilities totalling approximately $28.8 million, $30.3 million, and $30.8 million for fiscal 1996, 1995, and 1994, respectively. Additionally, management contract revenues generated from the facilities were approximately $3.2 million, $3.0 million, and $3.1 million for fiscal 1996, 1995, and 1994, respectively. See Note 5 to Consolidated Financial Statements.
PARKING CONSULTANT TO FUND. In March 1991, the Company agreed to act as a consultant to Realty Parking Properties II L.P., a $34.8 million publicly held fund sponsored by Alex Brown Realty, Inc. (the "Fund"), which was formed to acquire interests in land and facilities to be used for parking operations and incidental ancillary uses. The Fund's investment strategy emphasized surface commercial parking lots believed by the Fund to have significant future potential value for eventual sale as development sites. In connection with the formation of the Fund, the Company purchased 3.0% of the outstanding units for approximately $1.1 million. Pursuant to the Parking Consultant Agreement with the Fund, the Company was required until March 1994 to provide information to the Fund concerning any land or parking structure available for acquisition that the Company believed (i) would be suitable for investment by the Fund, (ii) was or could be readily convertible into and useable as a profitable parking facility, and (iii) had an acquisition cost of at least $1.0 million or was contiguous to a parking facility already owned by the Fund or certain of its affiliates. In this regard, the Company was also required to offer the Fund a right-of-first- refusal on sales of certain land or parking facilities by the Company. As compensation for the Company's services provided in connection with any property acquisition, the Fund was required to pay a fee to the Company equal to a percentage of such property's acquisition cost. Pursuant to the Parking Consulting Agreement, the Company was also required, subject to certain conditions, to lease properties acquired by the Fund based upon the Company's recommendation. Rental payments by the Company under the ten year net leases are calculated on the basis of the cost of the property and include a percentage of gross receipts over a base amount. In addition, if a lease is terminated because of the sale of the property, the Company is entitled to a consulting fee equal to a percentage of the contract price and a fee for termination of the lease equal to a percentage of the gain on sale. The Parking Consulting Agreement terminated in March 1994. Currently, the Company leases seven properties from the Fund.
ITEM 3.

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.

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, 1996.
PART II
ITEM 5.

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 split in March 1996. Prior to October 10, 1995, there was no public market for these shares.
High Low Three months ended December 31, 1995	 $ 19.8750	$ 12.0000	 Three months ended March 31, 1996 27.2500 18.0000 Three months ended June 30, 1996 34.1250 23.7500 Three months ended September 30, 1996 33.2500 23.6250 Twelve months ended September 30, 1996 $34.1250 $12.0000
	(b) There were, as of September 30, 1996 approximately 5,500 holders of the Registrant's Common Stock, as evidenced by depository and transfer agent listings.
(c) During fiscal 1996, a split-adjusted equivalent of $0.02 per share was distributed to holders of the Registrant's Common Stock in each of the four fiscal quarters. Prior to the Initial Public Offering on October 10, 1995, there were no dividends on Common Stock. The Company declared dividends of $450,000 and $398,000 in 1995 and 1994, respectively, on the Preferred Stock that was outstanding prior to the recapitalization. See Note 9 to the Consolidated Financial Statements.
ITEM 6.

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, 1996 is incorporated herein by reference.
ITEM 7.

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, 1996 is incorporated herein by reference.
ITEM 8.

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, 1996 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, 1996, is incorporated herein by reference.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.

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 1997 Annual Meeting of Shareholders.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
Information concerning this Item is incorporated by reference to the Company's definitive proxy materials for the Company's 1997 Annual Meeting of Shareholders.
ITEM 12.

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 1997 Annual Meeting of Shareholders.
ITEM 13.

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 1997 Annual Meeting of Shareholders.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(a)(1)	FINANCIAL STATEMENTS The following financial statements and related notes of the Company contained on pages 16 through 31 of the Company's Annual Report to Shareholders for the fiscal year ended September 30, 1996 are incorporated herein by reference.
Independent Auditors' Report 16
Consolidated Balance Sheets - September 30, 1996 and 1995 17 	 Consolidated Statements of Earnings - Fiscal Years Ended September 30, 1996, 1995, and 1994 18 	 Consolidated Statement of Shareholders' Equity - Fiscal Years Ended September 30, 1996, 1995, and 1994 19
Consolidated Statements of Cash Flows - Fiscal Years Ended September 30, 1996, 1995, and 1994 20 	 Notes to Consolidated Financial Statements 21-32
(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, which appears on pages E-__ through E-___ of this Form 10-K, 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, 1996.
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
Date: December 24, 1996 By: /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 24, 1996 Monroe J. Carell, Jr. Chief Executive Officer and Director
/s/ James H. Bond President & Chief December 24, 1996 James H. Bond Operating Officer; Director 			 /s/ Stephen A. Tisdell Chief Financial Officer December 24, 1996 Stephen A. Tisdell (Principal Financial and Accounting Officer) 			 			 /s/ John W. Eakin Director December 24, 1996 John W. Eakin 			 /s/ Edward G. Nelson Director December 24, 1996 Edward G. Nelson 			 /s/ William C. O'Neil Director December 24, 1996 William C. O'Neil
EXHIBIT INDEX
Exhibit Page Number Document Number
2	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.) 		 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.) 		 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) 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.) 		 (h) 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.) 		 (i) 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.)
(j) 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) 		 (k) 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 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.)	 		 10.5 	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.) 		 10.6	 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.)	 		 10.7 Form of Management Contract (Incorporated by reference to Exhibit 10.14 to the Company's Registration Statement No. 33-95640 on Form S-1.) 		 10.8 Form of Lease (Incorporated by reference to Exhibit 10.15 to the Company's 	 Registration Statement No. 33-95640 on Form S-1.)	 		 10.9 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.) 		 10.10 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.)	 		 10.11 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.)	 		 10.12 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). 		 10.13	 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). 				 11 Detail Computation of Per Share Earnings E-__ 		 13 Annual Report to Shareholders E-__ 		 21 Subsidiaries of the Registrant E-__ 		 23 Consent of KPMG Peat Marwick LLP E-__ 		 27 Financial Data Schedule E-__