CENTRAL PARKING CORP
10-Q, 1996-05-15
MISCELLANEOUS BUSINESS SERVICES
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                   SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549

                               FORM 10-Q

             QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

                    For quarter ended March 31, 1996

                    Commission file number 001-13950



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



                               Tennessee
     (State or Other Jurisdiction ofIncorporation or Organization)

                               62-1052916
                  (I.R.S. Employer Identification No.)


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

                                 37212
                               (Zip Code)



          Registrant's Telephone Number, Including Area Code:
                             (615) 297-4255


  Former name, address and fiscal year, if changed since last report:
                             Not Applicable

	

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 ___


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 March 31, 1996
Common Stock, $0.01 par value                          17,433,781


<PAGE>
                                 INDEX

                      CENTRAL PARKING CORPORATION
  
  
PART 1.   FINANCIAL INFORMATION                                          PAGE
  
Item 1.   Financial Statements (Unaudited)
  
          Condensed consolidated balance sheets
          --- March 31, 1996, September 30, 1995, and March 31, 1995      3
  
  
          Condensed consolidated statements of earnings
          --- three and six months ended March 31, 1996 and 1995          4 - 5
  
          Condensed consolidated statements of cash flows
          --- three and six months ended March 31, 1996 and 1995          6
  
          Notes to condensed consolidated financial statements            7
  
Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                             8 - 9
  
  
PART 2.   OTHER INFORMATION
  
Item 4.   Submission of Matters to a Vote of Security Holders             10
  
Item 6.   Exhibits and Reports on Form 8-K                                10
  
  
          SIGNATURES                                                      11


























<PAGE>
                                 PART I

                     Item 1.  Financial Statements
                   
              CENTRAL PARKING CORPORATION AND SUBSIDIARIES
                 Condensed Consolidated Balance Sheets

Amounts in thousands                      March 31,   September 30,   March 31,
                                            1996          1995          1995
                                         (Unaudited)   (Audited)     (Unaudited)
Assets

Current assets:
  Cash and cash equivalents                $ 26,916    $ 10,218      $ 12,880
  Management accounts receivable              7,741       6,771         5,940
  Accounts and current portion of
    notes receivable                          3,245       5,732         2,506
  Prepaid expenses                            3,859       3,800         3,796
  Deferred income taxes                           0           0            21
         Total current assets                41,761      26,521        25,143

Investments, at cost                          4,367       4,246         4,135
Notes receivable, less current portion        4,265       4,382         3,061
Property, equipment, and leasehold
  improvements, net                          36,209      24,279        21,512
Contract rights, net                          6,279       6,367         6,747
Investment in limited partnerships            1,235         990         1,033
Investment in general partnerships            1,413       1,450           937
Other assets                                  2,031       2,205         1,761
                                           $ 97,560    $ 70,440        64,329

Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable                         $  9,461    $ 10,952      $  8,825
  Accrued payroll and related costs           5,071       4,608         3,959
  Accrued expenses                            4,471         968         2,563
  Management accounts payable                 4,610       5,632         5,912
  Income taxes payable                        1,179       1,565         1,489
  Deferred income taxes                           0         120             0

         Total current liabilities           24,792      23,845        22,748

Deferred compensation                         2,491       4,601         4,218
Deferred income taxes                         1,081         634           950

         Total liabilities                   28,364      29,080        27,916

Shareholders' equity :
  Common stock, $.01 par value;
    30,000,000 shares authorized,
    17,417,481 issued and outstanding           174         102           102
  Additional paid-in capital                 31,513       8,198         8,198
  Foreign currency translation adjustment       (32)         51            97
  Retained earnings                          37,541      33,009        28,016

         Total shareholders' equity          69,196      41,360        36,413
                                             97,560      70,440        64,329
See accompanying notes to condensed consolidated financial statements.
<PAGE>
              CENTRAL PARKING CORPORATION AND SUBSIDIARIES
             Condensed Consolidated Statements of Earnings
                               Unaudited

Amounts in thousands, except per share data

                                              Three Months Ended
                                                   March 31,
                                             1996             1995
Revenues:
   Parking services                    $     27,600       $    23,439
   Management contract services               8,080             7,717
         Total revenues                      35,680            31,156

Costs and expenses:
   Cost of parking services                  24,947            21,480
   Cost of management contracts               2,702             2,503
   General and administrative                 4,436             4,032
         Total costs and expenses            32,085            28,015

         Operating earnings                   3,595             3,141

Other income:
   Interest income                              530               369
   Net gains on sales of property and         1,142                 -
     equipment, net
   Equity in partnership and joint
     venture earnings                            65                20
         Other income, net                    1,737               389

         Earnings before income taxes         5,332             3,530

         Income Taxes                         1,867             1,270
         Net earnings                      $  3,465          $  2,260

Weighted average common shares and
   common share equivalents              17,522,563        15,372,000

Net earnings per common share              $   0.20          $   0.15
Dividends per common share                 $   0.02          $   0.01



See accompanying notes to condensed consolidated financial statements.















<PAGE>
              CENTRAL PARKING CORPORATION AND SUBSIDIARIES
             Condensed Consolidated Statements of Earnings
                               Unaudited

Amounts in thousands, except per share data

                                               Six Months Ended
                                                   March 31,
                                             1996             1995
Revenues:
   Parking services                    $     52,763       $    45,669
   Management contract services              16,168            15,355
         Total revenues                      68,931            61,024

Costs and expenses:
   Cost of parking services                  47,460            41,310
   Cost of management contracts               5,226             4,855
   General and administrative                 8,515             7,938
         Total costs and expenses            61,201            54,103

         Operating earnings                   7,730             6,921

Other income:
   Interest income                            1,119               643
   Net gains on sales of property and         1,183                 -
     equipment, net
   Equity in partnership and joint
     venture earnings                           229                94
         Other income, net                    2,531               737

         Earnings before income taxes        10,261             7,658

         Income Taxes                         3,568             2,757
         Net earnings                      $  6,693          $  4,901

Weighted average common shares and
   common share equivalents              17,374,032        15,372,000

Net earnings per common share              $   0.39          $   0.32
Dividends per common share                 $   0.04          $   0.01


See accompanying notes to condensed consolidated financial statements.
















<PAGE>
              CENTRAL PARKING CORPORATION AND SUBSIDIARIES
            Condensed Consolidated Statements of Cash Flows
                               Unaudited

Amounts in thousands

                                                            Six Months Ended
                                                                March 31,
                                                           1996           1995
Cash flows from operating activites:
 Net income                                              $ 6,693        $ 4,901
 Adjustments to reconcile net earnings
 to net cash provided by operating activities:
   Depreciation                                            1,178          1,144
   Amortization of contract rights                           420            382
   Amortization of deferred compensation cost                 34              -
   Equity in partnership and joint venture (earnings)       (229)           (94)
   Net gain on sales of property and equipment            (1,183)             -
   Deferred income taxes                                     327           (239)
   Changes in operating assets and liabilities:
     (Increase) decrease in management accounts
       receivable                                           (970)           237
     (Increase) decrease in notes and accounts
       receivable                                          2,604              9
     (Increase) decrease in prepaid expenses                 (59)           (75)
     (Increase) decrease in other assets                     231           (410)
     Increase (decrease) in accounts payable,
       accrued expenses and deferred compensation          2,238            (87)
     Increase (decrease) in management accounts payable   (1,022)         1,145
     Increase (decrease) in income taxes payable            (386)            (2)
   Net cash provided by operating activities               9,876          6,911

Cash flows from investing activities:
 Proceeds from sales of property and equipment             1,418             57
 Investments in notes receivable                               -         (1,219)
 Purchase of property, equipment and leasehold
   improvements                                          (13,343)        (1,603)
 Purchase of contract rights                                (332)            (9)
 Investment in general and limited partnerships              (35)        (1,970)
 Purchase of investments                                    (121)        (1,014)
   Net cash used by investing activities                 (12,413)        (5,758)

Cash flows from financing activities:
 Dividends paid                                             (697)          (350)
 Proceeds from issuance of common stock, net              20,015              -
   Net cash provided (used) by financing activities       19,318           (350)

Foreign currency translation                                 (83)            51
   Net increase in cash and cash equivalents              16,698            854
Cash and cash equivalents at beginning of period          10,218         12,026

Cash and cash equivalents at end of period              $ 26,916       $ 12,880

Non-cash transactions:
Exchange of properties, net                             $  2,664              -
Conversion of deferred compensation payable
  to restricted stock                                   $  1,874              -

See accompanying notes to condensed consolidated financial statements.
<PAGE>
                      CENTRAL PARKING CORPORATION

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (UNAUDITED)
  

Basis of Presentation  
  
The accompanying unaudited condensed consolidated financial statements have   
been prepared in accordance with generally accepted accounting principles for   
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X.  Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included.  All significant inter-company transactions have been eliminated
in consolidation.  Operating results for the three and six months ended March
31, 1996 are not necessarily indicative of the results that may be expected for
the fiscal year ending September 30, 1996.  For further information, refer to
the consolidated financial statements and footnotes thereto for the year ended
September 30, 1995 (included in the Company's Annual Report on Form 10-K).
  
Initial Public Offering  
  
On October 10, 1995, the Company completed an initial public offering of   
common stock in which 1,243,000 shares were sold by the Company for net proceeds
of $20.2 million.  In addition, 1,837,000 shares of common stock were sold by   
certain shareholders of the Company.  
  
Three for Two Stock Split  
  
On February 21, 1996, the Board of Directors approved a three-for-two stock   
split payable to shareholders of record as of March 4, 1996.  The stock
split was distributed on March 19, 1996 resulting in the net issuance of
5,805,816 new shares.  Actual shares outstanding after the split were
17,417,481.  
  
All share and per share amounts in this report have been adjusted to reflect   
the stock split, unless otherwise noted.  
  
Income Per Share  
  
Income per share has been computed by dividing net income for each period by   
the weighted average number of shares and share equivalents outstanding during
the applicable period.
  
Fully diluted per share data is not presented since the effect would dilute   
earnings per share by less than three percent (3%).  
  
  


  






<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations
  
Three Months Ended March 31, 1996 Compared to Three Months Ended March 31, 1995
  
Parking revenues for the second quarter of fiscal 1996 increased to $27.6   
million from $23.4 million in the second quarter of fiscal 1995, an increase of
$4.2 million or 17.8%.  The increase resulted primarily from the net addition of
59 leased and owned locations over the same quarter last year as well as a   
combination of rate increases and higher utilization of parking spaces at
existing facilities.  Revenues from foreign operations decreased to $2.9 million
from $4.0 million.  The decrease in foreign revenues was a result of the
termination of one leased location.
  
Management contract revenue for the second quarter of fiscal 1996 increased   
to $8.1 million from $7.7 million in the second quarter of fiscal 1995, an   
increase of $363 thousand or 4.7%.  The increase resulted from a net increase
in the number of management contracts from 678 to 751.
  
Cost of parking in fiscal second quarter 1996 increased to $24.9 million   
from $21.5 million in fiscal second quarter 1995, an increase of $3.5 million,
or 16.1%.  Rent amounted to $3.0 million of the increase which was primarily
a result of new locations.
  
Cost of management contracts in fiscal second quarter 1996 increased to $2.7   
million from $2.5 million for the second fiscal quarter in 1995, an increase of
$199 thousand or 8%.  The increase in cost of management contract expense is
attributable to the increased revenue generated on the addition of net new   
contracts of this quarter versus the same quarter last year.  
  
General and administrative expenses increased to $4.4 million for the second   
quarter of fiscal 1996 from $4.0 million in fiscal second quarter 1995, an   
increase of $404 thousand or 10.0%.  This increase is primarily attributable to
increased incentive compensation on increased profits.  General and
administrative expenses were, as a percentage of revenues, 12.4% for the second
quarter of 1996, compared to 12.9%, a reduction of .5%.  The reduction was
primarily a result of spreading of a number of fixed costs over a larger
revenue base.
  
Interest income increased to $530 thousand for the second quarter of fiscal
1996, from $370 thousand in the second quarter of fiscal 1995, an increase of
$161 thousand or 43.6% percent.  The increase in interest income is a result of
the proceeds of $20.0 million received from the IPO on October 10, 1995.
  
Net gains on sales of property and equipment for the three months ended   
March 31, 1996 were $1.1 million.  For the same period in 1995, there was no
gain.  The gain is from the condemnation of a property in January, 1994 that
was in dispute and settled during the quarter.
  
Equity in partnership and joint venture earnings increased for the three   
months ended March 31, 1996 to $65 thousand from $20 thousand for the same
period in 1995.  The increase in the joint venture earnings is primarily a
result of the Mexican joint venture having a profit in 1996 of $23 thousand
versus a loss in 1995 of $27 thousand.





<PAGE>

Income taxes increased to $1.9 million for the second quarter of fiscal 1996   
from $1.3 million in the second fiscal quarter in 1995, an increase of $597
thousand or 47.0%.  The tax rate for the 1996 quarter was 35.0% compared to
36.0% for the 1995 quarter.  The decrease in the tax rate is attributable
primarily to increasing interest income on tax exempt investments in 1996 when
compared to the same period in the prior year.  The trend of this tax rate is
not expected to continue.
  
Six Months Ended March 31, 1996 Compared to Six Months Ended March 31, 1995  
  
Parking revenues for the first six months of fiscal 1996 increased to $52.8   
million from $45.7 million in the first six months of fiscal 1995, an increase
of $7.1 million or 15.5%.  The increase resulted primarily from the net addition
of 59 leased and owned locations over the same period last year as well as a
combination of rate increases and higher utilization of parking spaces at
existing facilities.  Revenues from foreign operations decreased to $5.8
million from $8.3 million. The decrease in foreign revenues was a result
of the termination of one leased location.
  
Management contract revenue for the second quarter of fiscal 1996 increased   
to $16.2 million from $15.4 million in the second quarter of fiscal 1995, an   
increase of $813 thousand or 5.2%.  The increase resulted from a net increase in
the number of management contracts from 678 to 751.  
  
Cost of parking in fiscal second quarter 1996 increased to $47.5 million   
from $41.3 million in fiscal second quarter 1995, an increase of $6.2 million,
or 14.9%.  Rent amounted to $3.3 million of the increase which was primarily a
result of new locations.  Additionally, payroll expense represented $1.6 million
of the increase, principally as a result of additional pay increases and an
increase in the number of new locations.
  
Cost of management contracts in fiscal second quarter 1996 increased to $5.2   
million from $4.9 million for the second fiscal quarter in 1995, an increase of
$371 thousand or 7.6%.  The increase in cost of management contract expense is
attributable to the increased revenue generated on the addition of net new   
contracts of this period versus the same period last year.  
  
General and administrative expenses increased to $8.5 million for the second   
quarter of fiscal 1996 from $7.9 million in fiscal second quarter 1995, an   
increase of $577 thousand or 7.6%.  The increase is primarily attributable to
increased incentive compensation on increased profits.  General and
administrative expenses were, as a percentage of revenues, 12.4% for the
first six months of 1996, compared to 13.0% for the first six months of 1995,
a reduction of .6%.  The reduction was primarily a result of spreading of a
number of fixed costs over a larger revenue base.
  
Net gains on sales of property and equipment for the six months ended March   
31, 1996 were $1.1 million.  For the same period in 1995, there was no gain.
The gain is from the condemnation of a property in January, 1994 that was in
dispute and settled.
  
Equity in partnership and joint venture earnings for the six months ended   
March 31, 1996 were $229 thousand compared to $94 thousand for the 1995 six
month period.  The increase in the joint venture earnings is primarily a result
of the Mexican joint venture having a profit in 1996 of $54 thousand versus a
loss of $57 thousand in 1995.
  


<PAGE>

Interest income increased to $1.1 million for the first six months of fiscal   
1996, from $643 thousand in the first six months of fiscal 1995, an increase of
$476 thousand or 74.0%.  The increase in interest income is a result of the
investment of the net proceeds of $20.0 million received from the IPO on October
10, 1995.  
  
Income taxes increased to $3.6 million for the first six months of fiscal   
1996 from $2.8 million in the first six months of 1995, an increase of $800   
thousand or 29.6%.  The tax rate for the 1996 period was 34.8% compared to 36.0%
for the 1995 period.  The decrease in the tax rate is attributable primarily to
increasing interest income on tax exempt investments in 1996.  The trend of this
tax rate is not expected to continue.  

Liquidity and Capital Resources
  
During the six months ended March 31, 1996 and 1995, the Company generated   
cash flows from operating activities of $9.9 million compared with $6.9 million.
Additionally, in October, 1995 the Company generated $20.0 million from the   
proceeds from an initial public offering.  During the first six months of 1996,
the Company purchased property, equipment and leasehold improvements of $13.3   
million compared to $1.6 million for the first six months of 1995.  This trend
is in line with the Company's objective to own or acquire more parking
properties.
  
The Company had cash, cash equivalents and non-current investments of $31.3   
million, $14.5 million, and $17.0 million at March 31, 1996, September 30, 1995
and March 31, 1995, respectively.  
  
The Company has a $20.0 million unsecured line of credit which bears   
interest at variable interest rates at LIBOR plus 112 basis points.  There
have been no borrowings under the Credit Facility since its inception in
April, 1996.
  
  

























<PAGE>

                     PART II  --  OTHER INFORMATION


  
Item 4.  Submission of Matters to a Vote of Security-Holders  
  
The Company held its Annual Meeting of Stockholders on February 21, 1996   
(the "Annual Meeting").  At the Annual Meeting, the stockholders of the Company
voted to elect seven Directors for terms ending at the 1997 Annual Meeting of   
Shareholders.  The following table sets forth the number of votes cast for and
withheld/abstained with respect to each of the nominees:  
  
  
   NOMINEE                         FOR            WITHHELD/ABSTAINED
Monroe Carell, Jr.		10,842,327		3,350  
James H. Bond			10,842,327		3,350  
Cecil Conlee			10,842,327		3,350  
John W. Eakin 			10,842,327		3,350  
Edward G. Nelson		10,842,327		3,350  
William C. O'Neil		10,842,077		3,600  
P.E. Sadler			10,842,227		3,450  
  



Item 6.  Exhibits and Reports on Form 8-K
  
         (a)     Exhibits
  
                 The exhibits filed as a part of this report are listed in the
                 exhibit index immediately following the signature page.

  
         (b)     Reports on Form 8-K
  
                 No reports on Form 8-K were filed by the Company during the
                 three months ended March 31, 1996.
  





















<PAGE>

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:  May  14, 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/ Stephen A. Tisdell      Chief Financial Officer       May 14, 1996
    Stephen A. Tisdell      (Principal Financial and
                            Accounting Officer)




















<PAGE>

EXHIBIT INDEX  
 
Exhibit  
Number		Document  
  
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              Loan Agreement with Sun Trust for $20.0 million, dated
                April 30, 1996.
  
27              Financial Data Schedule (for SEC use only)































<PAGE>


LOAN AGREEMENT WITH SUN TRUST

Obligor Number:  1504097636
Officer:         137
Maturity:        3/31/97
Rate:            6.56%   (360)
Service Unit:    4112

Central Parking Corporation, NASHVILLE, TENN.  
April 30, 1996, $20,000,000.00


I, or we, jointly and severally promise to pay to the order of 
and at SunTrust Bank, Nashville, N.A., (hereinafter called 
"Bank") the sum of Twenty million dollars and zero cents 
including an origination fee of   $(Not Applicable), for value 
received, together with interest on the unpaid balance at the 
interest rate set forth and in the following manner:

In accordance with the following schedule:  Interest monthly 
beginning 5/31/96, and the last day thereafter until maturity 
on 3/31/97 with principal and any unpaid accrued interest due 
at that time.  Central Parking may borrow, repay, and reborrow 
at borrower's discretion.

Interest to be calculated as follows:  At LIBOR plus 1.125% 
per annum from date until payment is due.  Rate changes are 
effective as follows:  as SunTrust Nashville LIBOR CHANGES 
every 30 days.

If we do not make payments on the scheduled dates, we 
understand that our final payment will be increased or 
decreased as appropriate.  

The maker has this day pledged with the said Bank the 
following securities or other property, via:  unsecured.

THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE U.S. AND OF 
TENNESSEE, EXCEPT WHEN ANOTHER STATE IS INDICATED HERE:   (Not 
applicable),   SUBJECT TO THE ADDITIONAL PROVISIONS SET FORTH 
ON THE REVERSE SIDE HEREOF, THE SAME BEING INCORPORATED HEREIN 
BY REFERENCE.

Central Parking Corporation

By:	/s/ Monroe Carell				
	/s/ Stephen A. Tisdell












<PAGE>

DEFINITIONS:
"Maker" means all makers, co-makers, and other parties signing 
on the face of this note; as used herein, the term "base rate" 
is that rate established from time to time and announced by 
SunTrust Bank, Nashville, N.A. as its "base rate,"  such rate 
being an interest rate used as an index for establishing 
interest rates on loans; and "Collateral" means the pledged 
property, including securities, listed on the face hereof, any 
additional collateral for which provision is made herein and 
proceeds of such.

PREPAYMENT REBATE:
In those cases where the Note has been discounted and the 
entire balance is paid before maturity, a pro rata rebate 
credit will be given for the unearned portion of the interest.

LATE FEE:
If a payment is late by as much as 15 days, a late fee of 5% 
may be charged.

DEFAULT:
In the event that (1) additional Collateral is not provided 
upon demand as required below, (2) any payment is not made 
when due, (3) Maker defaults in the performance of any other 
note or obligation, whether to Bank or otherwise, unless 
prohibited by law or Federal regulations, or Bank deems itself 
insecure, Bank may accelerate the maturity of this note with 
or without notice.  In the event payment is not made to Bank 
when due, either by the original terms or after acceleration, 
Bank may sell any Collateral in accordance with the provisions 
of the Uniform Commercial Code and ten days' notice of such 
sale shall be deemed reasonable.

COLLATERAL:
Bank's security interest in the Collateral shall extend to the 
proceeds thereof, and any dividends, stock dividends, or any 
payment or distribution of any kind which may become due to 
Maker because of Maker's ownership of any Collateral.  Bank 
shall have the right to require that Maker or any third party, 
including the issuer of any security, send or deliver such 
payments, distributions or dividends to Bank, which is hereby 
granted power-of-attorney to take any action, including 
executing for Maker and filing a financing statement, to 
perfect or enforce Bank's security interest.  Said security 
interest shall secure all amounts which become due under the 
terms of this note and, (1) the Collateral shall also secure 
all amounts which become due under the terms of this note and, 
(1) the Collateral shall also secure all other loans with Bank 
made to Maker, and all sums which Maker may now, or hereafter, 
owe Bank either individually or jointly or severally with 
other parties, directly or contingently, or whether as 
principal, surety, guarantor, or otherwise.  And, (2) this 
note shall be secured by any other security interest granted 
Bank by Maker.  However, Collateral securing other loans with 
Bank will not secure this loan unless Bank makes such 
disclosures and gives such notices as are required by any 
applicable provision of Regulation "Z" of the Board of 

<PAGE>

Governors of the Federal Reserve System.  In the event that any
Collateral depreciates in value,  Maker shall provide such
additional Collateral as is satisfactory to Bank.  Bank shall 
not be under any obligation to take any legal action for 
collection, protection, or preservation of any of said 
Collateral, except after written demand by Maker, and after 
Maker's adequate assurance to Bank of full indemnity against 
all costs and expenses, including counsel fees attendant 
thereto.  Bank shall have the unqualified right to apply any 
interest, dividends, proceeds of the sale of Collateral or 
other payments herein assigned to Bank to any indebtedness 
secured hereby.  Bank may, at its option, deliver to Maker any 
or all of said Collateral, with or without the substitution of 
any other Collateral.  In all such cases,  the Collateral so 
delivered to the Maker shall be deemed to be held in trust for 
the Bank by the Maker.  Bank shall have the right to 
rehypothecate the Collateral.

MISCELLANEOUS:
Upon renewal or extension of this note the interest rate may 
be renegotiated.  Unless otherwise agreed in writing, after 
maturity, interest shall be paid at the highest contract rate 
permissible under applicable law.  At Bank's option interest 
may be computed on the basis of a 360-day year.  If this note 
is not paid as agreed,  Maker agrees to pay all costs of 
collection, including a reasonable attorney's fee.  All 
parties hereto, including endorsers, waive presentment, 
demand, notice and protest, and agree that Bank may grant such 
extension, or renewals, as it deems advisable.  Any 
indebtedness due from Bank to Maker is hereby assigned to Bank 
as additional security and may be appropriated and applied 
hereon at any time either before or after the maturity hereof.


























<PAGE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
All share and per share amounts have been adjusted to reflect the 3 for 2
stock split effective March 19, 1996.
</LEGEND>
<CIK> 0000949298
<NAME> CENTRAL PARKING CORPORATION
<MULTIPLIER> 1000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1996             SEP-30-1996
<PERIOD-END>                               MAR-31-1996             MAR-31-1996
<CASH>                                               0                  26,916
<SECURITIES>                                         0                       0
<RECEIVABLES>                                        0                  10,986
<ALLOWANCES>                                         0                       0
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                                     0                  41,761
<PP&E>                                               0                  36,209
<DEPRECIATION>                                       0                   1,178
<TOTAL-ASSETS>                                       0                  97,560
<CURRENT-LIABILITIES>                                0                  24,792
<BONDS>                                              0                       0
                                0                       0
                                          0                       0
<COMMON>                                             0                     174
<OTHER-SE>                                           0                  69,022
<TOTAL-LIABILITY-AND-EQUITY>                         0                  97,560
<SALES>                                         35,680                  68,931
<TOTAL-REVENUES>                                37,417                  71,462
<CGS>                                           27,649                  52,686
<TOTAL-COSTS>                                   32,085                  61,201
<OTHER-EXPENSES>                                 4,436                   8,515
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                   0                       0
<INCOME-PRETAX>                                  5,332                  10,261
<INCOME-TAX>                                     1,867                   3,568
<INCOME-CONTINUING>                                  0                       0
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     3,465                   6,693
<EPS-PRIMARY>                                      .20                     .39
<EPS-DILUTED>                                      .20                     .39
        


</TABLE>


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