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) July 6, 1999




                        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


                                                                 Page(s)


<TABLE>
<CAPTION>


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 July 6, 1999, the Fund sold its 106,250 square foot parcel of land in
Denver,  Colorado for $5,199,200 in cash. The Fund's  investment in the property
was $2,930,358,  net of accumulated  depreciation  of $10,092.  The capital gain
from the sale totalled $2,010,550, net of expenses of $258,292.

     Sale  proceeds  of  $4,932,167  (less  a  reserve  for  nonresident   state
withholding  taxes of $345,252)  will be  distributed to holders of assignee and
limited partnership units in accordance with the Partnership Agreement.



UNAUDITED PRO FORMA FINANCIAL INFORMATION

     The  following  unaudited  pro forma  Balance Sheet assumes the sale of the
Denver,  Colorado property on March 31, 1999. The unaudited pro forma Statements
of Operations assume the sale of the property on January 1, 1998, and January 1,
1999, as discussed in Note 1 to the pro forma financial statements, herein.

     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
March 31, 1999.

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

<TABLE>
<CAPTION>
                                                  March 31,
                                                    1999        Pro Forma          Pro Forma
                                                 Historical    Adjustments          Results

Assets
<S>                                            <C>           <C>           <C>  <C>
  Investment in real estate. net               $ 26,574,389  $  (2,930,358)(1)  $ 23,644,031
  Cash and cash equivalents                         648,689                          648,689
  Accounts receivable                               322,014                          322,014
  Financing costs, net                                1,503                            1,503

                                               $ 27,546,595  $  (2,930,358)     $ 24,616,237


Liabilities and Partners' Capital
    Accounts payable and prepaid rent          $     34,574                     $     34,574
    Due to affiliates                                74,496                           74,496
    Real estate taxes payable                       305,850                          305,850
    Note payable                                  2,561,000                        2,561,000
                                                  2,975,920                        2,975,920


  Partners' Capital
    General Partner                                 (63,727)       (29,304)(1)       (93,031)
    Assignee and Limited Partnership
        Interests - $25 stated value per unit,
        1,392,800 units outstanding              24,634,302     (2,901,054)(1)    21,733,248
    Subordinated Limited Partner                        100                              100
                                                 24,570,675     (2,930,358)       21,640,317

                                               $ 27,546,595  $  (2,930,358)     $ 24,616,237
</TABLE>
                                       2
<PAGE>
                        REALTY PARKING PROPERTIES II L.P.
                        Pro Forma Statement of Operations
                                    Unaudited

<TABLE>
<CAPTION>
                                                       Three Mos.
                                                        March 31,
                                                          1999        Pro Forma            Pro Forma
                                                       Historical    Adjustments            Results

Revenues
<S>                                                  <C>           <C>            <C>    <C>
  Parking lot rental                                 $    476,872  $     (47,334) (2)    $   429,538
  Interest income                                           4,691                              4,691
                                                          481,563        (47,334)            434,229

Expenses
  Administrative, including amounts to related party       24,327                             24,327
  Professional fees                                         6,000                              6,000
  Management fees to related party                         52,008        (11,297) (2)         40,711
  Interest                                                 50,576                             50,576
  Depreciation                                             43,083           (783) (2)         42,300
  Amortization                                              1,500                              1,500
                                                          177,494        (12,080)            165,414

Net earnings                                         $    304,069  $     (35,254) (3)    $   268,815


Net earnings per unit of assignee and
  limited partnership interests-basic                $       0.22  $       (0.03)(3&4)   $      0.19


Cash distribution per unit of assignee and
  limited partnership interests                      $       0.27  $       (0.03)(3&4)   $      0.24
</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  $    (216,184) (2)    $ 2,087,522
  Interest income                                           26,396                             26,396
                                                         2,330,102       (216,184)          2,113,918

Expenses
  Administrative, including amounts to related party        85,880                             85,880
  Professional fees                                         58,756                             58,756
  Management fees to related party                         207,996        (45,188) (2)        162,808
  Interest                                                 245,770                            245,770
  Depreciation                                             172,332         (3,133) (2)        169,199
  Amortization                                               6,000                              6,000
                                                           776,734        (48,321)            728,413

Net earnings                                         $   1,553,368  $    (167,863) (3)    $ 1,385,505


Net earnings per unit of assignee and
  limited partnership interests-basic                $        1.10  $       (0.12)(3&4)   $      0.98


Cash distributions per unit of assignee and
  limited partnership interests                      $        1.03  $       (0.12)(3&4)   $      0.91
</TABLE>

                                       4

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


Note 1
        On July 6, 1999, the Fund sold its 106,250 square foot parcel of land in
Denver,  Colorado  for  $5,199,200.  The Fund's  investment  in the property was
$2,930,358,  net of  accumulated  depreciation  of $10,092.  Investment  in real
estate and  partners'  capital  have been  adjusted  to reflect  the sale of the
property as of March 31, 1999 and the related distribution of net sales proceeds
in accordance with the Partnership Agreement.


Note 2
     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 net  gain  realized  on the sale of the
property of $2,010,550 is not included in the proforma statements of operations.


Note 3
     There is no  difference  between  the  Fund's net  earnings  for income tax
purposes and net earnings for financial reporting purposes.


Note 4
     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 three months ended March 31, 1999, are based upon 1,392,800  units
outstanding.  The cash  distributions  were derived by net  earnings  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:       7/20/99                   By:    /s/   Peter E. Bancroft
                                        Peter E. Bancroft
                                        Vice President
                                        Realty Parking Company II, Inc.
                                        General Partner





DATE:       7/20/99                   By:    /s/   Timothy M. Gisriel
                                        Timothy M. Gisriel
                                        Treasurer
                                        Realty Parking Company II, Inc.
                                        General Partner


                                        6

<PAGE>
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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) July 6, 1999

                        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 July 6, 1999, the Fund sold its 106,250 square foot parcel of land in
Denver,  Colorado for $5,199,200 in cash. The Fund's  investment in the property
was $2,930,358,  net of accumulated  depreciation  of $10,092.  The capital gain
from the sale totalled $2,010,550, net of expenses of $258,292.

     Sale  proceeds  of  $4,932,167  (less  a  reserve  for  nonresident   state
withholding  taxes of $345,252)  will be  distributed to holders of assignee and
limited partnership units in accordance with the Partnership Agreement.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

     The  following  unaudited  pro forma  Balance Sheet assumes the sale of the
Denver,  Colorado property on March 31, 1999. The unaudited pro forma Statements
of Operations assume the sale of the property on January 1, 1998, and January 1,
1999, as discussed in Note 1 to the pro forma financial statements, herein.

     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
March 31, 1999.
REALTY PARKING PROPERTIES II L.P.
                             Pro Forma Balance Sheet
                                    Unaudited
March 31,
                                                    1999        Pro Forma          Pro Forma
                                                 Historical    Adjustments          Results

Assets
Investment in real estate. net               $ 26,574,389  $  (2,930,358)(1)  $ 23,644,031
  Cash and cash equivalents                         648,689                          648,689
  Accounts receivable                               322,014                          322,014
  Financing costs, net                                1,503                            1,503

                                               $ 27,546,595  $  (2,930,358)     $ 24,616,237

Liabilities and Partners' Capital
    Accounts payable and prepaid rent          $     34,574                     $     34,574
    Due to affiliates                                74,496                           74,496
    Real estate taxes payable                       305,850                          305,850
    Note payable                                  2,561,000                        2,561,000
                                                  2,975,920                        2,975,920

  Partners' Capital
    General Partner                                 (63,727)       (29,304)(1)       (93,031)
    Assignee and Limited Partnership
        Interests - $25 stated value per unit,
        1,392,800 units outstanding              24,634,302     (2,901,054)(1)    21,733,248
    Subordinated Limited Partner                        100                              100
                                                 24,570,675     (2,930,358)       21,640,317

                                               $ 27,546,595  $  (2,930,358)     $ 24,616,237
2
REALTY PARKING PROPERTIES II L.P.
                        Pro Forma Statement of Operations
                                    Unaudited
Three Mos.
                                                        March 31,
                                                          1999        Pro Forma            Pro Forma
                                                       Historical    Adjustments            Results

Revenues
Parking lot rental                                 $    476,872  $     (47,334) (2)    $   429,538
  Interest income                                           4,691                              4,691
                                                          481,563        (47,334)            434,229

Expenses
  Administrative, including amounts to related party       24,327                             24,327
  Professional fees                                         6,000                              6,000
  Management fees to related party                         52,008        (11,297) (2)         40,711
  Interest                                                 50,576                             50,576
  Depreciation                                             43,083           (783) (2)         42,300
  Amortization                                              1,500                              1,500
                                                          177,494        (12,080)            165,414

Net earnings                                         $    304,069  $     (35,254) (3)    $   268,815

Net earnings per unit of assignee and
  limited partnership interests-basic                $       0.22  $       (0.03)(3&4)   $      0.19

Cash distribution per unit of assignee and
  limited partnership interests                      $       0.27  $       (0.03)(3&4)   $      0.24
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  $    (216,184) (2)    $ 2,087,522
  Interest income                                           26,396                             26,396
                                                         2,330,102       (216,184)          2,113,918

Expenses
  Administrative, including amounts to related party        85,880                             85,880
  Professional fees                                         58,756                             58,756
  Management fees to related party                         207,996        (45,188) (2)        162,808
  Interest                                                 245,770                            245,770
  Depreciation                                             172,332         (3,133) (2)        169,199
  Amortization                                               6,000                              6,000
                                                           776,734        (48,321)            728,413

Net earnings                                         $   1,553,368  $    (167,863) (3)    $ 1,385,505

Net earnings per unit of assignee and
  limited partnership interests-basic                $        1.10  $       (0.12)(3&4)   $      0.98

Cash distributions per unit of assignee and
  limited partnership interests                      $        1.03  $       (0.12)(3&4)   $      0.91
4
REALTY PARKING PROPERTIES II L.P.
                     Notes to Pro Forma Financial Statements
                                    Unaudited

Note 1
        On July 6, 1999, the Fund sold its 106,250 square foot parcel of land in
Denver,  Colorado  for  $5,199,200.  The Fund's  investment  in the property was
$2,930,358,  net of  accumulated  depreciation  of $10,092.  Investment  in real
estate and  partners'  capital  have been  adjusted  to reflect  the sale of the
property as of March 31, 1999 and the related distribution of net sales proceeds
in accordance with the Partnership Agreement.

Note 2
     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 net  gain  realized  on the sale of the
property of $2,010,550 is not included in the proforma statements of operations.

Note 3
     There is no  difference  between  the  Fund's net  earnings  for income tax
purposes and net earnings for financial reporting purposes.

Note 4
     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 three months ended March 31, 1999, are based upon 1,392,800  units
outstanding.  The cash  distributions  were derived by net  earnings  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:       7/20/99                   By:    /s/   Peter E. Bancroft
                                        Peter E. Bancroft
                                        Vice President
                                        Realty Parking Company II, Inc.
                                        General Partner

DATE:       7/20/99                   By:    /s/   Timothy M. Gisriel
                                        Timothy M. Gisriel
                                        Treasurer
                                        Realty Parking Company II, Inc.
                                        General Partner

                                        6