UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
CENTRAL PARKING CORPORATION
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
154785 10 9
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[X]. (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in
a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934, as amended ("Act"), or otherwise
subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act.
CUSIP NO. 154785 10 9
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Monroe Carell, Jr. 1994 Grantor Retained Annuity Trust
62-6286394
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
NUMBER OF SHARES 5. SOLE VOTING POWER
808,540
BENEFICIALLY 6. SHARED VOTING POWER
None
OWNED BY EACH 7. SOLE DISPOSITIVE POWER
808,540
REPORTING PERSON 8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
808,540
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
12. TYPE OF REPORTING PERSON
OO
Item 1(a). Name of Issuer: CENTRAL PARKING CORPORATION
Item 1(b). Address of Issuer's Principal Executive Offices:
2401 21st Avenue South, Suite 200, Nashville, Tennessee
37212
Item 2(a). Name of Person Filing:
The Monroe Carell, Jr. 1994 Grantor Retained Annuity
Trust
Item 2(b). Address of Principal Business Office or, if none,
residence:
2401 21st Avenue South, Suite 200, Nashville, Tennessee
37212
Item 2(c). Citizenship: Tennessee
Item 2(d). Title of Class of Secuirities: Common Stock, Par Value
$.01 per share
Item 2(e). CUSIP Number: 154785 10 9
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b), check whether the person filing is:
(a) [ ] Broker or Dealer registered under the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act
(d) [ ] Investment Company registered under Section
8 of the Investment Company Act
(e) [ ] Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Sect240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
Sect240.13d-1(b)(ii)(G); see Item 7
(h) [ ] Group, in accordance with Sect240.13d-
1(b)(1)(ii)(H)
Item 4. Ownership:
(a) Amount Beneficially Owned: 808,540
(b) Percent of Class: 7.4%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
808,540
(ii) Shared power to vote or to direct the vote:
None
(iii) Sole power to dispose or to direct the disposition
of:
808,540
(iv) Shared power to dispose or to direct the
disposition of:
None
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the
Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the
Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the
information set forth in this statement is true, complete and
correct.
The Monroe Carell, Jr. 1994 Grantor Retained
Annuity Trust
By: /s/ Monroe J. Carell, Jr., Trustee
Monroe J. Carell, Jr., Trustee
Date: February , 1996
