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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
{ X } ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended December 31, 1996

OR

{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from to

Commission file number 000-20147

Realty Parking Properties II L.P.
(Exact Name of Registrant as Specified in its Charter)

Delaware 52-1710286
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

225 East Redwood Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (410) 727-4083

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered

None

Securities registered pursuant to section 12(g) of the Act:

Assignee Units of Limited Partnership Interests
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No

As of December 31, 1996, there were 1,392,800 Units of Assignee and Limited
Partnership Interests held by non-affiliates of the Registrant. Because there is
not an established public trading market for the Units, the aggregate market
value of the Units held by non-affiliates of the Registrant cannot be
calculated.

Documents Incorporated by Reference

The Annual Report for 1996 is incorporated by reference.




REALTY PARKING PROPERTIES II L.P.


Index




Part I Page



Item 1. Business 3
Item 2. Properties 4-5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5


Part II.


Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters 5-6
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation 6-7
Item 8. Financial Statements and Supplementary Data 8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8

Part III.

Item 10. Directors and Executive Officers of the Registrant 8-9
Item 11. Executive Compensation 9
Item 12. Security Ownership of Certain Beneficial Owners
and Management 9
Item 13. Certain Relationships and Related Transactions 10


Part IV.


Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 10-13

Signatures 14





REALTY PARKING PROPERTIES II L.P.

PART I

Item 1. Business

Realty Parking Properties II L. P. (the "Fund") is a Delaware limited
partnership capitalized on December 19, 1990. The Fund's intent was to acquire
surface lots and parking garage buildings (the "Properties") to be held for
appreciation and used for parking operations to produce current income. The
properties were acquired with an emphasis on surface commercial parking lots
believed to have significant future potential for eventual sale as development
sites. The acquisition program is complete and only minor rehabilitation
expenditures and repairs to existing Properties are expected in the future.

The General Partner of the Fund is Realty Parking Company II, Inc., a
Maryland corporation.

A minimum of 100,000 units of assignee limited partnership interests (the
"Units") and an increased maximum of 4,000,000 Units were registered under the
Securities and Exchange Act of 1933, as amended. The Fund issued an aggregate of
1,392,760 Units, raising $34,819,000 of gross offering proceeds, at eighteen
closings through March, 1993.

The Fund has entered into consulting and advisory agreements with Central
Parking System, Inc. ("Central") and Allright Corporation ("Allright"),
respectively. Pursuant to the agreements, Central and Allright agreed to seek
and identify suitable Properties for purchase by the Fund and to lease such
Properties from the Fund following acquisition. The Properties are leased to
Central or Allright (the "lessee") for a 10-year period (expiring between August
2002 and July 2004) with options to extend these leases for two additional terms
of five years. Under the terms of the typical lease agreement the lessees are
obligated to pay the Fund the greater of the minimum rent plus reimbursement of
real estate taxes or 65% of the gross parking revenues ("percentage rent"). The
typical lease agreement calls for minimum rents of (i) 6% of the adjusted
acquisition cost of the property during the first year the lessee operates the
parking facility, (ii) 6.5% of the adjusted acquisition cost during the second
year of operation, and (iii) 7% of the adjusted acquisition cost during the
third and subsequent years. A property's adjusted acquisition cost generally
equals the sum of the property's purchase price, related acquisition expenses
and fees, and site preparation costs. Additionally, under the terms of the
leases, the parking lot operator is responsible for all operating costs,
including ad valorem real estate taxes and general and garage liability
insurance coverage. Each lease is cancelable by the Fund upon the sale of a
property and payment to the lessee of a "termination fee". The termination fee
generally equals 15% of the amount, if any, by which the property's sales
proceeds exceed the original acquisition cost of the property plus a 12%
compounded annual return on the original acquisition cost minus all rents
received by the Fund from the Property. Some of the leases may differ from the
terms outlined above in order to accommodate specific circumstances of an
acquired property.

The Fund acquired twelve Properties through 1994. The Fund's investment
prior to depreciation charges, including acquisition related costs and
improvements, is $31,939,650 at December 31, 1996 (see Item 2. Properties).

The offering proceeds, net of issuance related fees and working capital
reserves, were used to acquire the Properties. Additionally, the Fund obtained a
$5.6 million line of credit to complete the Fund's acquisition program, to
supplement working capital reserves and to make distributions to partners (see
Note 6, "Note Payable," in Item 8, Financial Statements, herein).

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

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


3



REALTY PARKING PROPERTIES II L.P.

Item 2. Properties

The Fund owns twelve properties in total, nine of which are wholly owned
by the Fund. The undivided tenants-in-common ownership of three of the
Properties is noted below. The Properties are not subject to a mortgage or other
lien or encumbrance under the terms of the term loan agreement, however the
collateral security provision of the loan agreement provides for the assignment
of the Fund's rights as a lessor to its interest in the parking lot leases,
contracts and income. As of December 31, 1996 the Fund owns the following
Properties:



Approximate Gross *** 1996
Location Size (Sq. Ft.) Type Investment Cost Rental Income Lease Date


Phoenix, Arizona 275,310 surface lot $ 3,356,534 $ 265,649 5/94- 4/04
Southwest corner of Van
Buren and 44th Streets

San Diego, California 50,000 surface lot 2,226,652 133,104 1/94- 12/03
Block bounded by 8th and 9th
Avenue and A & B Streets

San Diego, California (Union) 35,000 surface lot 3,658,110 215,881 8/94- 7/04
Block bounded by Union,
State, C & B Streets

San Francisco, California 12,720 surface lot 1,941,927 190,514 6/94- 5/04
"L" shaped lot bounded by
New Montgomery, Howard,
and Natoma Streets

Denver, Colorado 106,250 surface lot 2,940,450 174,768 6/94- 5/04
Block bounded by 19th
Avenue, Broadway,
20th Avenue and
Lincoln Street*

Atlanta, Georgia 78,582 surface lot 2,002,269 201,021 4/94- 3/04
Block bounded by Harris and garage
and Williams Streets,
Techwood Drive and
International Boulevard**

Tulsa, Oklahoma 39,646 surface lot 766,285 58,929 12/92- 11/02
Block bounded by South
Boston Avenue, East 3rd
Street and South Cincinnati
Avenue*

Nashville, Tennessee 57,720 surface lot 1,797,731 294,913 9/93- 8/03
North side of Charlotte Avenue and garage
between Fourth and Fifth
Avenues, North

Dallas, Texas 45,714 surface lot 2,200,732 161,082 1/94- 12/03
Southeast corner of Main and and garage
St. Paul Streets


4



REALTY PARKING PROPERTIES II L.P.

Item 2. Properties (continued)



Approximate Gross 1996
Location Size (Sq. Ft.) Type Investment Cost Rental Income Lease Date



Dallas, Texas (Metro) 19,450 surface lot 4,185,681 288,460 3/94- 2/04
Southeastern corner of Field and and garage
Elm Streets

San Antonio, Texas 43,341 surface lot 2,364,816 166,867 7/92- 8/02
Northwest corner of Dwyer
Avenue and Nueva Street

Seattle, Washington 66,179 surface lot 4,498,463 313,668 10/93- 9/03
Block bounded by Jackson Street,
3rd Avenue, King Street and
2nd Avenue
$31,939,650 $ 2,464,856
========= =========


* The Fund owns an 80% undivided interest in the Denver, Colorado property and a
60% undivided interest in the Tulsa, Oklahoma property. The remaining interests
of both properties are owned by Central.

** The Fund owns a two-thirds undivided interest in the Atlanta, Georgia
property. The remaining interest of this property is owned by Allright.

*** The gross investment cost reflects the Fund's pro-rata investment in the
jointly owned Properties.

Item 3. Legal Proceedings

The Fund is not subject to any material pending legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to the security holders for a vote
during the last quarter of the fiscal year covered by this report.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

An established public trading market for the Units does not exist and
the Fund does not anticipate that a public market will develop. Transfer of
Units by an investor and purchase of Units by the Fund may be accommodated under
certain terms and conditions. The Partnership Agreement imposes certain
limitations on the transfer of Units and may restrict, delay or prohibit a
transfer primarily if:

o the transfer of Units would cause a technical termination of the Fund
within meaning of Section 708(b)(1)(A) of the Internal Revenue Code;

o such a transfer would be a violation of any federal or state
securities laws that may cause the Fund to be classified other than
as a partnership for federal income tax purposes and;

o such transfers would cause the Fund to be treated as a "publicly
traded partnership" under Section 7704 and 469(k) of the Internal
Revenue Code.


5




REALTY PARKING PROPERTIES II L.P.

Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters (continued)

As of December 31, 1996, there were 1,951 holders of assignee units of
limited partnership interests of the registrant, owning an aggregate of
1,392,800 units.

The Fund made four quarterly cash distributions in 1996, 1995 and 1994
totaling $1,626,668, $1,582,704 and $1,626,675, respectively. These
distributions were derived from funds provided by operations and a return of
capital of $527,868 in 1994.

Item 6. Selected Financial Data

Revenues and net earnings information furnished below is for the five
years ended December 31, 1996:


1996 1995 1994 1993 1992
Revenues:

Rental income $ 2,464,856 $ 2,252,425 $ 1,648,982 $ 555,555 $ 276,988
Interest income 14,495 15,020 122,854 552,983 523,508
Net earnings 1,647,840 1,461,945 1,170,914 661,992 479,207
Net earnings per Unit * 1.17 1.04 0.83 0.48 0.51

Total assets 32,476,178 32,308,790 32,009,234 29,659,489 26,120,033

Partners' capital 28,865,327 28,844,155 28,964,914 29,420,675 25,880,209

Cash distributions
paid per Unit: *
operations 1.16 1.13 .78 .30 - .52 .012 - .606
return of capital - - .38 .42 - .73 .017 - .898


* Net earnings per Unit in 1996, 1995 and 1994 are based upon
1,392,800 units outstanding during the year. Net earnings per
Unit in 1993 and 1992 are based upon 1,358,495 and 935,527
weighted average units outstanding, respectively. Cash
distributions paid per Unit during 1993 and 1992 vary depending
on the date of admittance of the investors to the Fund. Investors
were admitted to the Fund at eighteen intervals from July 1991
through March 1993.

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


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

Liquidity and Capital Resources

The Fund completed its acquisition program in 1994 and does not
anticipate acquiring any additional properties. The Fund acquired and made
improvements to twelve properties resulting in $31,939,650 in gross investment
in real estate. The Fund does not contemplate making any major improvements to
its properties during 1997.

At December 31, 1996, the Fund had a working capital position of cash
and cash equivalents of $694,405, accounts receivable of $307,582 and accounts
payable and accrued expenses and other short term liabilities of $549,851.

Cash and cash equivalents increased $326,475 during 1996. This
increase represents the net effect of $1,966,447 in cash provided by operating
activities, net note payable borrowings of $116,000, additional investments in
real estate of $129,304, and distributions to investors of $1,626,668.

6




REALTY PARKING PROPERTIES II L.P.

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

Liquidity and Capital Resources (continued)

On July 18, 1994 the Fund closed on a $5.6 million line of credit to be
used as necessary to complete the Fund's acquisition program, to supplement
working capital reserves and to make distributions to partners. Borrowings under
the credit agreement bear interest at the bank's prime rate (8.25% at December
31, 1996) plus 1% per annum and all borrowings are due and payable no later than
July 17, 1997. At December 31, 1996 the balance due on the note payable was
$3,061,000. The Fund expects to renew this credit agreement with the existing
lender under similar terms.

The Fund accrued $117,000 at December 31, 1995 for improvements on its
properties completed by lessees and reimbursable by the Fund. In 1996, the cost
of these improvements was funded from the Fund's line of credit. The remaining
offering proceeds and the available line of credit provide sufficient capital to
satisfy the Fund's liquidity requirements.

On February 12, 1997, the Fund made a cash distribution to investors of
$439,640. This distribution was derived from cash provided by operations during
1996.

Results of Operations

Parking lot rental income increased $212,431 and $603,443 during 1996 and
1995, as compared to the previous year. This increase is attributable to
scheduled increases in minimum lease rents, as well as higher percentage rent
payments. In addition, rental income in 1995 includes a full year of operations
for properties acquired throughout 1994.

The Fund leases its facilities to parking operators under terms that
typically include a minimum rent calculated as a percentage of certain
acquisition costs (see Note 4, "Leases" in Item 8. Financial Statements,
herein). In addition, lessees are typically obligated to pay a percentage rent,
calculated as a percentage of gross parking revenues. During 1996, percentage
rents were earned at the Nashville, San Antonio, Tulsa, Atlanta, San Francisco,
Phoenix and San Diego (Union) facilities totaling $409,050. During 1995,
percentage rents were earned at the Nashville, San Diego (Steve), Atlanta, San
Francisco and San Diego (Union) facilities totaling $300,843. During 1994, the
Nashville, Tulsa and Dallas (Metro) facilities generated percentage rent
totaling $129,440. Percentage rental payments have increased in 1996 and 1995 by
36% and 232%, respectively.

In 1996, interest rates remained fairly steady and interest income
remained near 1995 levels. Interest income declined $107,834 during 1995 from
1994 levels due to lower cash and cash equivalents balances resulting from
ongoing investments in real estate.

Expenses in 1996, net of amortization and depreciation, were $643,823,
reflecting an $8,743 increase over 1995 levels. This net increase is primarily
the result of an increase in travel and administrative expenses due to an
increased focus on the current condition and values of the Properties in the
portfolio, an increase in interest expense due to higher borrowings under the
line of credit and were offset by lower professional fees.

Expenses in 1995, net of amortization and depreciation, were $635,080,
reflecting a $183,267 increase over 1994. This net increase is primarily due to
interest charges from higher borrowings under the line of credit, higher
professional fees and higher management fees, which are calculated based upon
investor contributions invested in real estate, which increased as a result of
facility acquisitions and updated appraisals on certain of the Fund's
properties.

Depreciation charges increased in each of the years in the three-year
period ended December 31, 1996 as a result of additions to depreciable fixed
assets.

The Fund, in accordance with its original investment strategy, continues
to examine opportunities for disposition of its facilities. It is anticipated
that the highest level returns will be obtained from property sales to buyers
who desire the site for near term development project. The Fund is particularly
alert for such opportunities and is currently negotiating with a buyer who
desires to purchase the Seattle property for the development of a mid-rise
office building. At the present stage of negotiations, there can be no
assurances that the sale of this property will be consummated.

7



REALTY PARKING PROPERTIES II L.P.

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements:


Page(s)
Herein Annual Report


Independent Auditors' Report 11 5
Balance Sheets 6
Statements of Operations 7
Statements of Partners' Capital 8
Statements of Cash Flows 9
Notes to Financial Statements 10-15
Financial Statement Schedule
Schedule III - Real Estate and
Accumulated Depreciation 12-13


All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the financial
statements or notes thereto.


Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

None.

Part III

Item 10. Directors and Executive Officers of the Registrant

The General Partner of the Fund is Realty Parking Company II, Inc. The
Fund's principal executive offices are located at 225 East Redwood Street,
Baltimore, Maryland 21202, telephone (410) 727-4083. The General Partner has
primary responsibility for the selection and negotiation of terms concerning the
acquisition of the Properties' sites, selecting a manager for the interim
investments, and the structure of the offering and of the Fund. The General
Partner is responsible for overseeing the performance of those who contract with
the Fund, as well as making decisions with respect to the financing, sale and
liquidation of the Fund's assets. It will also provide all reports to and
communications with investors and others, all distributions and allocations to
investors, the administration of the Fund's business and all filings with the
Securities and Exchange Commission and other federal or state regulatory
authorities. The Agreement of Limited Partnership provides for the removal of
the General Partner and the election of a successor or additional general
partner by investors holding a majority in interest of the Units.

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

John M. Prugh, age 48, has been a Director and President of the General
Partner since 1990 and of Alex. Brown Realty, Inc. and Armata Financial Corp.
since 1984. Mr. Prugh graduated from Gettysburg College in 1970, and was
designated a Certified Property Manager by the Institute of Real Estate
Management in 1979. He has worked in property management for H. G. Smithy Co.,
in Washington, D.C., and Dreyfuss Bros., Inc. in Bethesda, Maryland. Since 1977,
Mr. Prugh has been involved in managing, administering, developing and selling
real estate investment projects sponsored by Alex. Brown Realty, Inc. and its
subsidiaries.

8



REALTY PARKING PROPERTIES II L.P.

Item 10. Directors and Executive Officers of the Registrant (continued)

Peter E. Bancroft, age 44, has been a Director and Vice President of the
General Partner since 1990 and a Senior Vice President of Alex. Brown Realty,
Inc. and Armata Financial Corp. since 1983. Mr. Bancroft graduated from Amherst
College in 1974, attended the University of Edinburgh, and received a J.D.
degree from the University of Virginia School of Law in 1979. Prior to joining
Alex. Brown Realty, Inc. in 1983, Mr. Bancroft held legal positions with
Venable, Baetjer and Howard and T. Rowe Price Associates, Inc.

Terry F. Hall, age 50, has been a Vice President and Secretary of the
General Partner since 1990 and a Vice President and Secretary of, and Legal
Counsel for, Alex. Brown Realty, Inc. since 1989. Mr. Hall graduated from the
University of Nebraska-Lincoln in 1968, and received a J.D. degree from the
University of Pennsylvania Law School in 1973. Prior to joining Alex. Brown
Realty, Inc. in 1986, Mr. Hall was a Partner at the law firm of Venable, Baetjer
and Howard from 1981 to 1986 and an associate at the same firm from 1973 to
1981.

Timothy M. Gisriel, age 40, has been the Treasurer of the General Partner
and of Alex. Brown Realty, Inc. and Armata Financial Corp. since 1990. He was
the Controller of Alex. Brown Realty, Inc. and Armata Financial Corp. from 1984
through 1990. Mr. Gisriel graduated from Loyola College in 1978 and received his
Masters of Business Administration degree from the Robert G. Merrick School of
Business, University of Baltimore, in 1993. Prior to joining Alex. Brown Realty,
Inc. in 1984, Mr. Gisriel was an audit supervisor in the Baltimore office of
Coopers & Lybrand. He is a Maryland Certified Public Accountant.

There is no family relationship among the officers and directors of the
General Partner.


Item 11. Executive Compensation

The officers and directors of the General Partner received no compensation
from the Fund.

The General Partner is entitled to receive a share of cash distributions
and a share of profits and losses as described in the Agreement of Limited
Partnership (see Note 8. "Partners' Capital" in Item 8. Financial Statements,
herein).

For a discussion of compensation and fees to which the General Partner is
entitled, see Item 13, Certain Relationships and Related Transactions, herein.


Item 12. Security Ownership of Certain Beneficial Owners and Management

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

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

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

At December 31, 1996, Central held 42,104 Units (an approximate 3.0%
investment in the Fund).

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


9




REALTY PARKING PROPERTIES II L.P.

Item 13. Certain Relationships and Related Transactions

The General Partner and its affiliates have and are permitted to engage in
transactions with the Fund. For a summary of fees paid during 1996, 1995 and
1994 to the General Partner and its affiliates, see Note 5, "Related Party
Transactions", in Item 8, Financial Statements, herein.




PART IV


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

(a) 1. Financial Statements: See Index to Financial Statements
and Supplementary Data in Item 8 on page 8, herein.

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

3. Exhibits:
(3, 4) Agreement of Limited Partnership on pages 1 through
39 of Exhibit A to the Fund's Registration
Statement on Form S-11 (File No. 33-38437)
incorporated herein by reference.

(13) Annual Report for 1996

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



10





INDEPENDENT AUDITORS' REPORT




The Partners
Realty Parking Properties II L.P.:


Under date of January 24, 1997 we reported on the balance sheets of Realty
Parking Properties II L.P. as of December 31, 1996 and 1995, and the related
statements of operations, partners' capital and cash flows for each of the years
in the three-year period ended December 31, 1996 as contained in the 1996 Annual
Report. These financial statements and our report thereon are incorporated by
reference in the Annual Report on Form 10-K for 1996. In connection with our
audits of the aforementioned financial statements, we have audited the related
financial statement schedule as listed in the accompanying index. This financial
statement schedule is the responsibility of the Fund's management. Our
responsibility is to express an opinion of the financial statement schedule
based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.





KPMG PEAT MARWICK LLP


Baltimore, Maryland
January 24, 1997


11




REALTY PARKING PROPERTIES II L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996


page 1 of 2

COLUMN A COLUMN C COLUMN D COLUMN E
COST CAPITALIZED GROSS AMOUNT
SUBSEQUENT CARRIED
INITIAL COST TO THE TO ACQUISITION AT CLOSE OF PERIOD
PARTNERSHIP LAND BUILDING LAND & BUILDING &
DESCRIPTION LAND BUILDING IMPROVEMENTSIMPROVEMENTSIMPROVEMENTSIMPROVEMENTS TOTAL

PHOENIX, ARIZONA
approximately 275,310 square foot

surface parking lot $3,251,486 105,048 3,356,534 0 3,356,534

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

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

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

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

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

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

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

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

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

SAN ANTONIO, TEXAS
approximately 43,341 square foot
surface parking lot 2,358,144 6,672 2,364,816 0 2,364,816

SEATTLE, WASHINGTON
approximately 66,179 square foot
surface parking lot 4,478,755 19,709 4,498,463 0 4,498,463



$25,942,320 4,990,884 413,798 592,648 26,356,118 5,583,532 31,939,650




12




REALTY PARKING PROPERTIES II L.P.
SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996


page 2 of 2

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

PHOENIX, ARIZONA
approximately 275,310 square foot

surface parking lot 5198 06/94 SEE NOTE 5

SAN DIEGO, CALIFORNIA
approximately 50,000 square foot
surface parking lot N/A 12/93 N/A

SAN DIEGO, CALIFORNIA (Union)
approximately 35,000 square foot
surface parking lot 11,078 07/94 SEE NOTE 5

SAN FRANCISCO, CALIFORNIA
approximately 12,720 square foot
surface parking lot 271 05/94 SEE NOTE 5

DENVER, COLORADO
approximately 106,250 square foot
surface parking lot 3,041 12/91 SEE NOTE 5

ATLANTA, GEORGIA
approximately 78,582 square foot
surface parking lot & garage 51,723 03/94 SEE NOTE 5

TULSA, OKLAHOMA
approximately 39,646 square foot
surface parking lot N/A 11/92 N/A

NASHVILLE, TENNESSEE
approximately 57,720 square foot
surface parking lot and garage 74,488 02/92 SEE NOTE 5

DALLAS, TEXAS
approximately 45,714 square foot
surface parking lot and garage 82,863 02/93 SEE NOTE 5

DALLAS, TEXAS (Metro)
approximately 19,450 square foot
surface parking lot and garage 250,389 02/94 SEE NOTE 5

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

SEATTLE, WASHINGTON
approximately 66,179 square foot
surface parking lot 2,777 09/93 SEE NOTE 5



481,828




(1) 1996 1995 1994
REAL ESTATE A/D REAL ESTATE A/D REAL ESTATE A/D

BALANCE AT BEGINNING OF PERIOD $31,927,313 310,580 31,584,624 156,600 16,628,360 20,931
ADDITIONS TO INVESTMENT IN R/E 12,337 171,248 342,689 153,980 14,956,264 135,669
BALANCE AT CLOSE OF PERIOD $31,939,650 481,828 31,927,313 310,580 31,584,624 156,600



(2) AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $31,939,650 AT
DECEMBER 31, 1996
(3) SEE NOTE 3 OF NOTES TO THE FINANCIAL STATEMENTS FOR INFORMATION REGARDING
THE FUND'S INVESTMENT IN REAL ESTATE.
(4) THERE ARE NO ENCUMBRANCES ON THE REAL ESTATE SET FORTH ABOVE.
(5) LAND IMPROVEMENTS ARE DEPRECIATED OVER 15 YEARS STRAIGHT LINE
BUILDING & IMPROVEMENTS IN SERVICE PRIOR TO JANUARY 1, 1994 ARE DEPRECIATED
OVER 31.5 YEARS STRAIGHT LINE BUILDING & IMPROVEMENTS IN SERVICE AFTER
JANUARY 1, 1994 ARE DEPRECIATED OVER 39 YEARS STRAIGHT LINE



13




REALTY PARKING PROPERTIES II L.P.



SIGNATURES


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


REALTY PARKING PROPERTIES II L. P.



DATE: 3/18/97 BY: /s/ John M. Prugh
John M. Prugh
President and Director
Realty Parking Company II, Inc.
General Partner


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




DATE: 3/18/97 BY: /s/ John M. Prugh
John M. Prugh
President and Director
Realty Parking Company II, Inc.
General Partner



DATE: 3/19/97 BY: /s/ Peter E. Bancroft
Peter E. Bancroft
Vice President and Director
Realty Parking Company II, Inc.
General Partner


DATE: 3/19/97 BY: /s/ Terry F. Hall
Terry F. Hall
Vice President and Secretary
Realty Parking Company II, Inc.
General Partner



DATE: 3/18/97 BY: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Realty Parking Company II, Inc.
General Partner



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