FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549



                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported) January 31, 2000




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


     Delaware                        000-20147                  52-1710286
  (State or other jurisdiction   (Commission File Number)    (I.R.S. Employer
     of incorporation)                                   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


                                       N/A

         (Former name or former address, if changed since last report.)

<PAGE>

                        REALTY PARKING PROPERTIES II L.P.



                                      Index

<TABLE>
<CAPTION>
                                                                                Page(s)



Item 1   Changes in Control of Registrant                                     Inapplicable

<S>                                                                                 <C>
Item 2   Acquisition or Disposition of Assets                                       1

Item 3   Bankruptcy or Receivership                                           Inapplicable

Item 4   Changes in Registrant's Certifying Accountant                        Inapplicable

Item 5   Other Events                                                         Inapplicable

Item 6   Resignations of Registrant's Directors                               Inapplicable

Item 7   Financial Statements and Exhibits:

                  Narrative                                                         1
                  Pro Forma Balance Sheet as of March 31, 1997                      2
                  Pro Forma Statement of Operations for the year
                           ending December 31, 1996                                 3
                  Pro Forma Statement of Operations for the three months
                           ended March 31, 1997                                     4
                  Notes to Pro Forma Financial Statements                           5

Item 8   Change in Fiscal Year                                                Inapplicable

Item 9   Sales of Equity Securities Pursuant to Regulation S                  Inapplicable

Signatures                                                                           6
</TABLE>

<PAGE>

                        REALTY PARKING PROPERTIES II L.P.




Item 2.  Acquisition or Disposition of Assets

        On January 31, 2000, the Fund sold its 600-car parking  garage,  located
in Dallas, Texas for $7,000,000,  including cash of $6,450,000 and a second lien
promissory  note  of  $550,000.  The  Fund's  investment  in  the  property  was
$3,673,210,  net of accumulated  depreciation of $512,472. The capital gain from
the sale totalled $2,997,000, net of expenses of $329,790.

        The second lien  promissory note of $550,000 is secured by a Second Deed
of Trust  and is due on or before  October  31,  2000.  Interest  on the  unpaid
principal balance shall accrue at the rate of 15% per annum.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

     The  following  unaudited  pro forma  Balance Sheet assumes the sale of the
Dallas, Texas property on September 30, 1999. The unaudited pro forma Statements
of Operations assume the sale of the property on January 1, 1998, and January 1,
1999.

     This  information  should be read in conjunction  with the Fund's Form 10-K
for the year ended  December  31,  1998 and its Form 10-Q for the  period  ended
September 30, 1999.

                                        1

<PAGE>
                        REALTY PARKING PROPERTIES II L.P.
                             Pro Forma Balance Sheet
                                    Unaudited

<TABLE>
<CAPTION>
                                                                             Sept. 30,
                                                                               1999           Pro Forma                Pro Forma
                                                                            Historical       Adjustments                Results

Assets
<S>                                                                       <C>               <C>                     <C>
  Investment in real estate. net                                          $  19,721,395     $  (3,695,050) (1)      $  16,026,345
  Cash and cash equivalents                                                   4,964,309                                 4,964,309
  Accounts receivable                                                           519,073          (103,080) (2)            415,993
  Note receivable                                                                   -             550,000  (1)            550,000

                                                                          $  25,204,777     $  (3,248,130)          $  21,956,647


Liabilities and Partners' Capital
    Accounts payable and prepaid rent                                     $      31,084     $                       $      31,084
    Due to affiliates                                                           346,903                                   346,903
    Real estate taxes payable                                                   241,900          (103,080) (2)            138,820
    Note payable                                                              2,361,000                                 2,361,000
                                                                              2,980,887          (103,080)              2,877,807


  Partners' Capital
    General Partner                                                             (87,195)          (31,451) (1)           (118,646)
    Assignee and Limited Partnership
        Interests - $25 stated value per unit,
        1,392,800 units outstanding                                          22,310,985        (3,113,600) (1)         19,197,386
    Subordinated Limited Partner                                                    100                                       100
                                                                             22,223,890        (3,145,050)             19,078,840

                                                                          $  25,204,777     $  (3,248,130)          $  21,956,647
</TABLE>

                                                2

<PAGE>

                        REALTY PARKING PROPERTIES II L.P.
                        Pro Forma Statement of Operations
                                    Unaudited

<TABLE>
<CAPTION>

                                                                       Nine Mos.
                                                                       Sept. 30,
                                                                         1999            Pro Forma           Pro Forma
                                                                      Historical        Adjustments           Results

Revenues

<S>                                                                 <C>              <C>                    <C>
  Gain from sale of property                                        $  6,311,322     $       -              $ 6,311,322
  Parking lot rental                                                   1,910,317        (248,741) (3)         1,661,576
  Interest income                                                         43,782                                 43,782
                                                                       8,265,421        (248,741)             8,016,680

Expenses

  Administrative, including amounts to related party                      77,550                                 77,550
  Professional fees                                                       16,322                                 16,322
  Management fees to related party                                       149,383         (22,500) (3)           126,883
  Interest expense                                                       152,705                                152,705
  Depreciation                                                           122,690         (65,520) (3)            57,170
  Amortization                                                             3,003                                  3,003
                                                                         521,653         (88,020)               433,633

Net earnings                                                        $  7,743,768     $  (160,721) (4)       $ 7,583,047


Net earnings per unit of assignee and
  limited partnership interests-basic                               $       5.50     $     (0.11) (5)       $      5.39


Cash distribution per unit of assignee and
  limited partnership interests                                     $       7.22     $     (0.11) (5)       $      7.11
</TABLE>

                                        3

<PAGE>

                        REALTY PARKING PROPERTIES II L.P.
                        Pro Forma Statement of Operations
                                    Unaudited

<TABLE>
<CAPTION>

                                                                          Twelve Mos.
                                                                           Dec. 31,
                                                                             1998           Pro Forma              Pro Forma
                                                                          Historical       Adjustments              Results

Revenues

<S>                                                                     <C>              <C>                       <C>    <C>
  Parking lot rental                                                    $  2,303,706     $   (291,936) (3)       $  2,011,770
  Interest income                                                             26,396                                   26,396
                                                                           2,330,102         (291,936)              2,038,166

Expenses

  Administrative, including amounts to related party                          85,880                                   85,880
  Professional fees                                                           58,756                                   58,756
  Management fees to related party                                           207,996          (30,000) (3)            177,996
  Interest expense                                                           245,770
  Depreciation                                                               172,332          (87,361) (3)
  Amortization                                                                 6,000                                    6,000
                                                                             776,734         (117,361)                328,632

Net earnings                                                            $  1,553,368     $   (174,575) (4)       $  1,709,534


Net earnings per unit of assignee and
  limited partnership interests-basic                                   $       1.10     $      (0.12) (5)       $       0.98


Cash distribution per unit of assignee and
  limited partnership interests                                         $       1.03     $      (0.12) (5)       $       0.91
</TABLE>

                                        4

<PAGE>

                        REALTY PARKING PROPERTIES II L.P.
                     Notes to Pro Forma Financial Statements
                                    Unaudited

Note 1
        On January 31, 2000 the Fund sold its 600-car parking garage, located in
Dallas,  Texas for  $7,000,000,  including  cash of $6,450,000 and a second lien
promissory  note  of  $550,000.  The  Fund's  investment  in  the  property  was
$3,673,210,  net of  accumulated  depreciation  of $512,472.  Investment in real
estate and  partners'  capital  have been  adjusted  to reflect  the sale of the
property as of  September  30, 1999 and the  related  distribution  of net sales
proceeds in accordance with the Partnership Agreement.

        The second lien  promissory note of $550,000 is secured by a Second Deed
of Trust  and is due on or before  October  31,  2000.  Interest  on the  unpaid
principal balance shall accrue at the rate of 15% per annum.

Note 2
     Accounts  receivable  and real estate taxes  payable have been  adjusted to
reflect  reductions  in these items as if the  property was sold as of September
30, 1999.

Note 3
     Parking lot rental income,  management fees and  depreciation  expense have
been  adjusted to reflect  reductions in these items as if the property was sold
at the  beginning of each period.  The capital gain  realized on the sale of the
property  totalled  $2,997,000  (net of expenses of $329,790) is not included in
the pro forma statements of operations.

Note 4
     There is no  difference  between  the  Fund's net  earnings  for income tax
purposes and net earnings for financial reporting purposes.

Note 5
     Net earnings per unit and cash  distributions per unit, as reflected in the
pro forma  statements  of operations  for the twelve  months ended  December 31,
1998,  and the nine months ended  September 30, 1999,  are based upon  1,392,800
units  outstanding.  The cash  distributions were derived from net earnings from
operations and sales proceeds during the respective periods of operations.

                                        5

<PAGE>

                        REALTY PARKING PROPERTIES II L.P.





                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                      REALTY PARKING PROPERTIES II  L.P.





DATE:       2/15/00                   By:    /s/  John M. Prugh
                                        John M. Prugh
                                        President
                                        Realty Parking Company II, Inc.
                                        General Partner

DATE:       2/15/00                   By:    /s/   Timothy M. Gisriel
                                        Timothy M. Gisriel
                                        Treasurer
                                        Realty Parking Company II, Inc.
                                        General Partner

                                        6

<PAGE>
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{"company-data": {"conformed-name": "REALTY PARKING PROPERTIES II LP", "cik": "0000871014", "assigned-sic": "6500", "irs-number": "521710286", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20147", "film-number": "546145"}, "business-address": {"street1": "225 EAST REDWOOD ST", "city": "BALTIMORE", "state": "MD", "zip": "21202", "phone": "4107274083"}, "mail-address": {"street2": "225 EAST REDWOOD STREET", "city": "BALTIMORE", "state": "MD", "zip": "21202"}}
FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported) January 31, 2000

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

     Delaware                        000-20147                  52-1710286
  (State or other jurisdiction   (Commission File Number)    (I.R.S. Employer
     of incorporation)                                   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

                                       N/A

         (Former name or former address, if changed since last report.)
REALTY PARKING PROPERTIES II L.P.

                                      Index
Page(s)

Item 1   Changes in Control of Registrant                                     Inapplicable
Item 2   Acquisition or Disposition of Assets                                       1

Item 3   Bankruptcy or Receivership                                           Inapplicable

Item 4   Changes in Registrant's Certifying Accountant                        Inapplicable

Item 5   Other Events                                                         Inapplicable

Item 6   Resignations of Registrant's Directors                               Inapplicable

Item 7   Financial Statements and Exhibits:

                  Narrative                                                         1
                  Pro Forma Balance Sheet as of March 31, 1997                      2
                  Pro Forma Statement of Operations for the year
                           ending December 31, 1996                                 3
                  Pro Forma Statement of Operations for the three months
                           ended March 31, 1997                                     4
                  Notes to Pro Forma Financial Statements                           5

Item 8   Change in Fiscal Year                                                Inapplicable

Item 9   Sales of Equity Securities Pursuant to Regulation S                  Inapplicable

Signatures                                                                           6
REALTY PARKING PROPERTIES II L.P.

Item 2.  Acquisition or Disposition of Assets

        On January 31, 2000, the Fund sold its 600-car parking  garage,  located
in Dallas, Texas for $7,000,000,  including cash of $6,450,000 and a second lien
promissory  note  of  $550,000.  The  Fund's  investment  in  the  property  was
$3,673,210,  net of accumulated  depreciation of $512,472. The capital gain from
the sale totalled $2,997,000, net of expenses of $329,790.

        The second lien  promissory note of $550,000 is secured by a Second Deed
of Trust  and is due on or before  October  31,  2000.  Interest  on the  unpaid
principal balance shall accrue at the rate of 15% per annum.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

     The  following  unaudited  pro forma  Balance Sheet assumes the sale of the
Dallas, Texas property on September 30, 1999. The unaudited pro forma Statements
of Operations assume the sale of the property on January 1, 1998, and January 1,
1999.

     This  information  should be read in conjunction  with the Fund's Form 10-K
for the year ended  December  31,  1998 and its Form 10-Q for the  period  ended
September 30, 1999.

                                        1
REALTY PARKING PROPERTIES II L.P.
                             Pro Forma Balance Sheet
                                    Unaudited
Sept. 30,
                                                                               1999           Pro Forma                Pro Forma
                                                                            Historical       Adjustments                Results

Assets
Investment in real estate. net                                          $  19,721,395     $  (3,695,050) (1)      $  16,026,345
  Cash and cash equivalents                                                   4,964,309                                 4,964,309
  Accounts receivable                                                           519,073          (103,080) (2)            415,993
  Note receivable                                                                   -             550,000  (1)            550,000

                                                                          $  25,204,777     $  (3,248,130)          $  21,956,647

Liabilities and Partners' Capital
    Accounts payable and prepaid rent                                     $      31,084     $                       $      31,084
    Due to affiliates                                                           346,903                                   346,903
    Real estate taxes payable                                                   241,900          (103,080) (2)            138,820
    Note payable                                                              2,361,000                                 2,361,000
                                                                              2,980,887          (103,080)              2,877,807

  Partners' Capital
    General Partner                                                             (87,195)          (31,451) (1)           (118,646)
    Assignee and Limited Partnership
        Interests - $25 stated value per unit,
        1,392,800 units outstanding                                          22,310,985        (3,113,600) (1)         19,197,386
    Subordinated Limited Partner                                                    100                                       100
                                                                             22,223,890        (3,145,050)             19,078,840

                                                                          $  25,204,777     $  (3,248,130)          $  21,956,647
2
REALTY PARKING PROPERTIES II L.P.
                        Pro Forma Statement of Operations
                                    Unaudited
Nine Mos.
                                                                       Sept. 30,
                                                                         1999            Pro Forma           Pro Forma
                                                                      Historical        Adjustments           Results

Revenues
Gain from sale of property                                        $  6,311,322     $       -              $ 6,311,322
  Parking lot rental                                                   1,910,317        (248,741) (3)         1,661,576
  Interest income                                                         43,782                                 43,782
                                                                       8,265,421        (248,741)             8,016,680

Expenses

  Administrative, including amounts to related party                      77,550                                 77,550
  Professional fees                                                       16,322                                 16,322
  Management fees to related party                                       149,383         (22,500) (3)           126,883
  Interest expense                                                       152,705                                152,705
  Depreciation                                                           122,690         (65,520) (3)            57,170
  Amortization                                                             3,003                                  3,003
                                                                         521,653         (88,020)               433,633

Net earnings                                                        $  7,743,768     $  (160,721) (4)       $ 7,583,047

Net earnings per unit of assignee and
  limited partnership interests-basic                               $       5.50     $     (0.11) (5)       $      5.39

Cash distribution per unit of assignee and
  limited partnership interests                                     $       7.22     $     (0.11) (5)       $      7.11
3
REALTY PARKING PROPERTIES II L.P.
                        Pro Forma Statement of Operations
                                    Unaudited
Twelve Mos.
                                                                           Dec. 31,
                                                                             1998           Pro Forma              Pro Forma
                                                                          Historical       Adjustments              Results

Revenues
Parking lot rental                                                    $  2,303,706     $   (291,936) (3)       $  2,011,770
  Interest income                                                             26,396                                   26,396
                                                                           2,330,102         (291,936)              2,038,166

Expenses

  Administrative, including amounts to related party                          85,880                                   85,880
  Professional fees                                                           58,756                                   58,756
  Management fees to related party                                           207,996          (30,000) (3)            177,996
  Interest expense                                                           245,770
  Depreciation                                                               172,332          (87,361) (3)
  Amortization                                                                 6,000                                    6,000
                                                                             776,734         (117,361)                328,632

Net earnings                                                            $  1,553,368     $   (174,575) (4)       $  1,709,534

Net earnings per unit of assignee and
  limited partnership interests-basic                                   $       1.10     $      (0.12) (5)       $       0.98

Cash distribution per unit of assignee and
  limited partnership interests                                         $       1.03     $      (0.12) (5)       $       0.91
4
REALTY PARKING PROPERTIES II L.P.
                     Notes to Pro Forma Financial Statements
                                    Unaudited

Note 1
        On January 31, 2000 the Fund sold its 600-car parking garage, located in
Dallas,  Texas for  $7,000,000,  including  cash of $6,450,000 and a second lien
promissory  note  of  $550,000.  The  Fund's  investment  in  the  property  was
$3,673,210,  net of  accumulated  depreciation  of $512,472.  Investment in real
estate and  partners'  capital  have been  adjusted  to reflect  the sale of the
property as of  September  30, 1999 and the  related  distribution  of net sales
proceeds in accordance with the Partnership Agreement.

        The second lien  promissory note of $550,000 is secured by a Second Deed
of Trust  and is due on or before  October  31,  2000.  Interest  on the  unpaid
principal balance shall accrue at the rate of 15% per annum.

Note 2
     Accounts  receivable  and real estate taxes  payable have been  adjusted to
reflect  reductions  in these items as if the  property was sold as of September
30, 1999.

Note 3
     Parking lot rental income,  management fees and  depreciation  expense have
been  adjusted to reflect  reductions in these items as if the property was sold
at the  beginning of each period.  The capital gain  realized on the sale of the
property  totalled  $2,997,000  (net of expenses of $329,790) is not included in
the pro forma statements of operations.

Note 4
     There is no  difference  between  the  Fund's net  earnings  for income tax
purposes and net earnings for financial reporting purposes.

Note 5
     Net earnings per unit and cash  distributions per unit, as reflected in the
pro forma  statements  of operations  for the twelve  months ended  December 31,
1998,  and the nine months ended  September 30, 1999,  are based upon  1,392,800
units  outstanding.  The cash  distributions were derived from net earnings from
operations and sales proceeds during the respective periods of operations.

                                        5
REALTY PARKING PROPERTIES II L.P.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                      REALTY PARKING PROPERTIES II  L.P.

DATE:       2/15/00                   By:    /s/  John M. Prugh
                                        John M. Prugh
                                        President
                                        Realty Parking Company II, Inc.
                                        General Partner

DATE:       2/15/00                   By:    /s/   Timothy M. Gisriel
                                        Timothy M. Gisriel
                                        Treasurer
                                        Realty Parking Company II, Inc.
                                        General Partner

                                        6