Registration No. 333-__________

As Filed with the Securities and Exchange Commission  on October 15, 1997
------------------------------------------------------------------------------
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                FORM S-8

        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------------------------------------------------------

Exact Name of Registrant as
Specified in its Charter:                 CENTRAL PARKING CORPORATION

State or other jurisdiction of
incorporation or organization:            Tennessee

I.R.S. Employer Identification Number:    62-1052916

Address of Principal Executive Offices:   2401 21st Avenue South, Suite 200
                                          Nashville, Tennessee
Zip Code:                                 37212

Full Title of Plan:                       Central Parking Corporation
                                          Deferred Stock Unit Plan

Name and Adress of Agent for Service:     Monroe J. Carell, Jr.
                                          Chairman and Chief Executive Officer
                                          Central Parking Corporation
                                          2401 21st Avenue South, Suite 200
                                          Nashville, Tennessee 37212
Telephone Number, Including Area
Code for Agent for Service:               (615) 297-4255

==============================================================================
                    CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Title of Securities to be Registered:      Common Stock, $.01 par value
Amount to be Registered(1):                250,000
Proposed Maximum Offering Price
Per Share (2):                             $54.15625
Proposed Maximum Aggregate Offering Price: $13,539,062.50
Amount of Registration Fee:                $4,102.74
______________________________________________________________________________

(1)  The registration statement also includes (i) pursuant to Rule
     416(c) under the Securities Act of 1933, an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit
     plan described herein, and (ii) an indeterminable number of
     additional shares that may become issuable pursuant to the
     antidilution adjustment provisions of the Plan.

(2)  Pursuant to Rule 457, the offering price is estimated solely for
     the purpose of calculating the registration fee on the basis of the
     average of the high and low prices for the Common Stock on the New
     York Stock Exchange on October 9, 1997.
===============================================================================

<PAGE> 1
                                PART II

	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The documents listed below are incorporated by reference in this
        Registration Statement.  In addition, all documents subsequently
        filed by Central Parking Corporation (the "Company") pursuant to
        Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
        Act of 1934 (the "Exchange Act"), prior to the filing of a
        post-effective amendment which indicates that all securities
        offered have been sold or which deregisters all securities then
        remaining unsold, shall be deemed to be incorporated by
        reference in this Registration Statement and to be a part
        thereof from the date of filing of such documents.  Any
        statement contained in a document incorporated or deemed to be
        incorporated by reference herein shall be deemed to be modified
        or superseded for purposes of this Registration Statement to the
        extent that a statement contained herein or in any other
        subsequently filed document which also is or is deemed to be
        incorporated by reference herein modifies or supersedes such
        statement.  Any such statement modified or superseded shall not
        be deemed, except as so modified or superseded, to constitute a
        part of this Registration Statement.

        (a)     The Company's Annual Report on Form 10-K for the fiscal
                year ended September 30, 1996;

        (b)     The Company's Quarterly Reports on Form 10-Q for the
                quarters ended December 31, 1996, March 31, 1997 and
                June 30, 1997;

        (c)     The Company's Current Report on Form 8-K dated December
                31, 1996, as amended by the Current Reports on Form
                8-K/A, dated January 16, 1997, March 17, 1997, March 21,
                1997 and April 8, 1997 relating to the acquisition of
                Civic Parking, LLC;

        (d)     The Company's Current Report on Form 8-K dated January
                17, 1997, as amended by the Current Reports on Form
                8-K/A, dated March 18, 1997, March 21, 1997 and April 9,
                1997 relating to the acquisition of Square Industries,
                Inc.

        (e)     The Company's Current Report on Form 8-K dated April 30,
                1997 relating to the disposition of 50% of Civic
                Parking, LLC.

        (f)     The description of the Common Stock under "Description
                of Securities" contained in the Company's Registration
                Statement on Form 8-A (File Number 1-13950) including
                any amendment or report filed for the purpose of
                updating such description.




<PAGE> 2

ITEM 6. INDEMNIFICATION.

        Under the Amended and Restated Charter of the Company (the
        "Charter"), and in accordance with Section 48-18-502 of the
        Tennessee Business Corporation Act (the "TBCA"), the Company
        will indemnify any person who was or is a party, or is
        threatened to be made a party, to any threatened, pending or
        completed action, suit or proceeding, whether civil, criminal,
        administrative or investigative (other than a "derivative"
        action by or in the right of the Company) by reason of the fact
        that such person is or was a director or officer of the Company,
        against expenses (including attorneys' fees), judgments, fines
        and amounts paid in settlement in connection with such action,
        suit or proceeding if such person acted in good faith and in a
        manner such person reasonably believed to be in or not opposed
        to the best interests of the Company, and with respect to any
        criminal action or proceeding, had no reasonable cause to
        believe was unlawful.  A similar standard of care is applicable
        in the case of derivative actions, except that indemnification
        only extends to expenses (including attorneys' fees) incurred in
        connection with the defense or settlement of such an action and
        then, where the person is adjudged to be liable to the Company,
        only if and to the extent that the court in which such action
        was brought determines that such person is fairly and reasonably
        entitled to such indemnity and, then, only for such expenses as
        the court deems proper.

        The Charter provides that the Company will pay for the expenses
        incurred by an indemnified director or officer in defending the
        proceedings specified above in advance of their final
        disposition, provided that, if the TBCA so requires, such person
        agrees to reimburse the Company if it is ultimately determined
        that such person is not entitled to indemnification.  The
        Charter also provides that the Company may, in its sole
        discretion, indemnify any person who is or was one of its
        employees and agents or any person who is or was serving at the
        request of the Company as a director, officer, employee or agent
        of another corporation, partnership, joint venture, trust or
        other enterprise to the same degree as the foregoing
        indemnification of directors and officers.  In addition, the
        Company may purchase and maintain insurance on behalf of any
        person who is or was a director, officer, employee or agent of
        the Company or another corporation, partnership, joint venture,
        trust or other enterprise against any liability asserted against
        and incurred by such person in such capacity, or arising out of
        the person's status as such whether or not the Company would
        have the power or obligation to indemnify such person against
        such liability under the provisions of the TBCA.  The Company
        has entered into an agreement with each of its directors
        providing for indemnification of such directors and the
        advancement of expenses to such directors under certain
        conditions.  The Company plans to maintain insurance for the
        benefit of the Company's officers and directors insuring such
        persons against certain liabilities, including liabilities under
        the securities laws.



<PAGE> 3

ITEM 8. EXHIBITS.

        The Exhibits to this Registration Statement are listed in the
        Index to Exhibits on Page 7 Registration Statement, which Index
        is incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

	(a)	The Company hereby undertakes:

                1.  To file, during any period in which offers or
                    sales are being made, a post-effective amendment to
                    this Registration Statement:

                    (i)     To include any prospectus required by
                            section 10(a)(3) of the Securities Act of
                            1993 (the "Securities Act");

                    (ii)    To reflect in the prospectus any facts or
                            events arising after the effective date of
                            the Registration Statement (or the most
                            recent post-effective amendment thereof)
                            which, individually or in the aggregate,
                            represent a fundamental change in the
                            information set forth in the Registration
                            Statement.  Notwithstanding the foregoing,
                            any increase or decrease in volume of
                            securities offered (if the total dollar
                            value of securities offered would not exceed
                            that which was registered) and any deviation
                            from the low or high end of the estimated
                            maximum offering range may be reflected in
                            the form of prospectus filed with the
                            Commission pursuant to Rule 424(b) if , in
                            the aggregate, the changes in volume and
                            price represent no more than a 20 percent
                            change in the maximum aggregate offering
                            price set forth in the "Calculation of
                            Registration Fee" table in the effective
                            Registration Statement.

                      (iii) To include any material information with
                            respect to the plan of distribution not
                            previously disclosed in the Registration
                            Statement or any material change to such
                            information in the Registration Statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
  
                2.  That, for the purpose of determining any liability
                    under the Securities Act, each such post-effective
                    amendment shall be deemed to be a new registration

<PAGE> 4
                    statement relating to the securities offered
                    therein, and the offering of such securities at that
                    time shall be deemed to be the initial bona fide
                    offering thereof.

                3.  To remove from registration by means of a
                    post-effective amendment any of the securities being
                    registered which remain unsold at the termination of
                    the offering.

                    (b) The Company hereby undertakes that, for purposes
                        of determining any liability under the
                        Securities Act, each filing of the Company's
                        annual report pursuant to section 13(a) or
                        section 15(d) of the Exchange Act (and, where
                        applicable, each filing of an employee benefit
                        plan's annual report pursuant to section 15(d)
                        of the Exchange Act) that is incorporated by
                        reference in the registration statement shall be
                        deemed to be a new registration statement
                        relating to the securities offered therein, and
                        the offering of such securities at that time
                        shall be deemed to be the initial bona fide
                        offering thereof.

                   (c)  Insofar as indemnification for liabilities
                        arising under the Securities Act may be
                        permitted to directors, officers and controlling
                        persons of the Company pursuant to the foregoing
                        provisions, or otherwise, the Company has been
                        advised that in the opinion of the Securities
                        and Exchange Commission such indemnification is
                        against public policy as expressed in the Act
                        and is, therefore, unenforceable.  In the event
                        that a claim for indemnification against such
                        liabilities (other than the payment by the
                        Company of expenses incurred or paid by a
                        director, officer or controlling person of the
                        Company in the successful defense of any action
                        suit or proceeding) is asserted by such
                        director, officer or controlling person in
                        connection with the securities being registered,
                        the Company will, unless in the opinion of its
                        counsel the matter has been settled by
                        controlling precedent, submit to a court of
                        appropriate jurisdiction the question whether
                        such indemnification by it is against public
                        policy as expressed in the Act and will be
                        governed by the final adjudication of such
                        issue.









<PAGE> 5
                               SIGNATURES
                               ----------
        Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on October 13, 1997.

                       CENTRAL PARKING CORPORATION
                       By:/s/Monroe J. Carell, Jr.
                             Monroe J. Carell, Jr.
                             Chairman and Chief Executive Officer


                           POWER OF ATTORNEY
                           -----------------
        Each person whose signature to the Registration statement appears below
hereby appoints Monroe J. Carell, Jr. and Stephen A. Tisdell and each of them,
any one of whom may act without the joinder of the others, as his attorney-in-
fact to execute in the name and behalf of any such person, individually and in
the capacity stated below, and to file all amendments and post-effective
amendments to this Registration Statement, which amendment or amendments may
make such changes and additions in this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

         Signature                     Title                        Date
--------------------------   ------------------------------  ------------------
/s/Monroe J. Carell, Jr.      Chief Executive Officer         October 13, 1997
   Monroe J. Carell, Jr.      (Principal Executive Officer)
                              Chairman of the Board

/s/James H. Bond              President, Chief Operating      October 13, 1997
   James H. Bond              Officer and Director

/s/Stephen A. Tisdell         Chief Financial Officer         October 13, 1997
   Stephen A. Tisdell         (Principal Financial and
                              Accounting Officer)

/s/John W. Eakin              Director                        October 13, 1997
   John W. Eakin

/s/Edward G. Nelson           Director                        October 13, 1997
   Edward G. Nelson

/s/William C. O'Neil, Jr.     Director                        October 13, 1997
   William C. O'Neil, Jr.

/s/Cecil Conlee               Director                        October 13, 1997
   Cecil Conlee

/s/P. E. Sadler               Director                        October 13, 1997
   P. E. Sadler

/s/Lowell Harwood             Director                        October 13, 1997
   Lowell Harwood
<PAGE> 6

Exhibit
Number   Description of Exhibit
-------  ----------------------------------------------------------------------
4.1      Amended and Restated Charter of the Registrant, as amended,
         incorporated by reference to Exhibit 4.1 to the Company's Registration
         Statement on Form S-3 (File No. 333-23869).

4.2      Amended and Restated Bylaws of the Registrant, incorporated by
         Reference to Exhibit 3.2 to the Company's Registration Statement
         on Form S-1 (File No. 33-95640).

4.3      Form of Common Stock Certificate, incorporated by reference to
         Exhibit 4.1 to the Company's Registration Statement on Form S-1
         (File No. 33-95640).

5        Opinion of Harwell Howard Hyne Gabbert & Manner, P.C.

23.1     Consent of KPMG Peat Marwick LLP.

23.2     Consent of Harwell Howard Hyne Gabbert & Manner, P.C.
         (contained in Exhibit 5)

24       Power of Attorney (see page 6)




<PAGE> 7
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{"company-data": {"conformed-name": "CENTRAL PARKING CORP", "cik": "0000949298", "assigned-sic": "7500", "irs-number": "621052916", "state-of-incorporation": "TN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37909", "film-number": "97695754"}, "business-address": {"street1": "2401 21ST AVE S", "street2": "STE 200", "city": "NASHVILLE", "state": "TN", "zip": "37212", "phone": "6152974255"}}
Registration No. 333-__________

As Filed with the Securities and Exchange Commission  on October 15, 1997
------------------------------------------------------------------------------
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                FORM S-8

        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------------------------------------------------------

Exact Name of Registrant as
Specified in its Charter:                 CENTRAL PARKING CORPORATION

State or other jurisdiction of
incorporation or organization:            Tennessee

I.R.S. Employer Identification Number:    62-1052916

Address of Principal Executive Offices:   2401 21st Avenue South, Suite 200
                                          Nashville, Tennessee
Zip Code:                                 37212

Full Title of Plan:                       Central Parking Corporation
                                          Deferred Stock Unit Plan

Name and Adress of Agent for Service:     Monroe J. Carell, Jr.
                                          Chairman and Chief Executive Officer
                                          Central Parking Corporation
                                          2401 21st Avenue South, Suite 200
                                          Nashville, Tennessee 37212
Telephone Number, Including Area
Code for Agent for Service:               (615) 297-4255

==============================================================================
                    CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Title of Securities to be Registered:      Common Stock, $.01 par value
Amount to be Registered(1):                250,000
Proposed Maximum Offering Price
Per Share (2):                             $54.15625
Proposed Maximum Aggregate Offering Price: $13,539,062.50
Amount of Registration Fee:                $4,102.74
______________________________________________________________________________

(1)  The registration statement also includes (i) pursuant to Rule
     416(c) under the Securities Act of 1933, an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit
     plan described herein, and (ii) an indeterminable number of
     additional shares that may become issuable pursuant to the
     antidilution adjustment provisions of the Plan.

(2)  Pursuant to Rule 457, the offering price is estimated solely for
     the purpose of calculating the registration fee on the basis of the
     average of the high and low prices for the Common Stock on the New
     York Stock Exchange on October 9, 1997.
===============================================================================
1
                                PART II

	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The documents listed below are incorporated by reference in this
        Registration Statement.  In addition, all documents subsequently
        filed by Central Parking Corporation (the "Company") pursuant to
        Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
        Act of 1934 (the "Exchange Act"), prior to the filing of a
        post-effective amendment which indicates that all securities
        offered have been sold or which deregisters all securities then
        remaining unsold, shall be deemed to be incorporated by
        reference in this Registration Statement and to be a part
        thereof from the date of filing of such documents.  Any
        statement contained in a document incorporated or deemed to be
        incorporated by reference herein shall be deemed to be modified
        or superseded for purposes of this Registration Statement to the
        extent that a statement contained herein or in any other
        subsequently filed document which also is or is deemed to be
        incorporated by reference herein modifies or supersedes such
        statement.  Any such statement modified or superseded shall not
        be deemed, except as so modified or superseded, to constitute a
        part of this Registration Statement.

        (a)     The Company's Annual Report on Form 10-K for the fiscal
                year ended September 30, 1996;

        (b)     The Company's Quarterly Reports on Form 10-Q for the
                quarters ended December 31, 1996, March 31, 1997 and
                June 30, 1997;

        (c)     The Company's Current Report on Form 8-K dated December
                31, 1996, as amended by the Current Reports on Form
                8-K/A, dated January 16, 1997, March 17, 1997, March 21,
                1997 and April 8, 1997 relating to the acquisition of
                Civic Parking, LLC;

        (d)     The Company's Current Report on Form 8-K dated January
                17, 1997, as amended by the Current Reports on Form
                8-K/A, dated March 18, 1997, March 21, 1997 and April 9,
                1997 relating to the acquisition of Square Industries,
                Inc.

        (e)     The Company's Current Report on Form 8-K dated April 30,
                1997 relating to the disposition of 50% of Civic
                Parking, LLC.

        (f)     The description of the Common Stock under "Description
                of Securities" contained in the Company's Registration
                Statement on Form 8-A (File Number 1-13950) including
                any amendment or report filed for the purpose of
                updating such description.
2

ITEM 6. INDEMNIFICATION.

        Under the Amended and Restated Charter of the Company (the
        "Charter"), and in accordance with Section 48-18-502 of the
        Tennessee Business Corporation Act (the "TBCA"), the Company
        will indemnify any person who was or is a party, or is
        threatened to be made a party, to any threatened, pending or
        completed action, suit or proceeding, whether civil, criminal,
        administrative or investigative (other than a "derivative"
        action by or in the right of the Company) by reason of the fact
        that such person is or was a director or officer of the Company,
        against expenses (including attorneys' fees), judgments, fines
        and amounts paid in settlement in connection with such action,
        suit or proceeding if such person acted in good faith and in a
        manner such person reasonably believed to be in or not opposed
        to the best interests of the Company, and with respect to any
        criminal action or proceeding, had no reasonable cause to
        believe was unlawful.  A similar standard of care is applicable
        in the case of derivative actions, except that indemnification
        only extends to expenses (including attorneys' fees) incurred in
        connection with the defense or settlement of such an action and
        then, where the person is adjudged to be liable to the Company,
        only if and to the extent that the court in which such action
        was brought determines that such person is fairly and reasonably
        entitled to such indemnity and, then, only for such expenses as
        the court deems proper.

        The Charter provides that the Company will pay for the expenses
        incurred by an indemnified director or officer in defending the
        proceedings specified above in advance of their final
        disposition, provided that, if the TBCA so requires, such person
        agrees to reimburse the Company if it is ultimately determined
        that such person is not entitled to indemnification.  The
        Charter also provides that the Company may, in its sole
        discretion, indemnify any person who is or was one of its
        employees and agents or any person who is or was serving at the
        request of the Company as a director, officer, employee or agent
        of another corporation, partnership, joint venture, trust or
        other enterprise to the same degree as the foregoing
        indemnification of directors and officers.  In addition, the
        Company may purchase and maintain insurance on behalf of any
        person who is or was a director, officer, employee or agent of
        the Company or another corporation, partnership, joint venture,
        trust or other enterprise against any liability asserted against
        and incurred by such person in such capacity, or arising out of
        the person's status as such whether or not the Company would
        have the power or obligation to indemnify such person against
        such liability under the provisions of the TBCA.  The Company
        has entered into an agreement with each of its directors
        providing for indemnification of such directors and the
        advancement of expenses to such directors under certain
        conditions.  The Company plans to maintain insurance for the
        benefit of the Company's officers and directors insuring such
        persons against certain liabilities, including liabilities under
        the securities laws.
3

ITEM 8. EXHIBITS.

        The Exhibits to this Registration Statement are listed in the
        Index to Exhibits on Page 7 Registration Statement, which Index
        is incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

	(a)	The Company hereby undertakes:

                1.  To file, during any period in which offers or
                    sales are being made, a post-effective amendment to
                    this Registration Statement:

                    (i)     To include any prospectus required by
                            section 10(a)(3) of the Securities Act of
                            1993 (the "Securities Act");

                    (ii)    To reflect in the prospectus any facts or
                            events arising after the effective date of
                            the Registration Statement (or the most
                            recent post-effective amendment thereof)
                            which, individually or in the aggregate,
                            represent a fundamental change in the
                            information set forth in the Registration
                            Statement.  Notwithstanding the foregoing,
                            any increase or decrease in volume of
                            securities offered (if the total dollar
                            value of securities offered would not exceed
                            that which was registered) and any deviation
                            from the low or high end of the estimated
                            maximum offering range may be reflected in
                            the form of prospectus filed with the
                            Commission pursuant to Rule 424(b) if , in
                            the aggregate, the changes in volume and
                            price represent no more than a 20 percent
                            change in the maximum aggregate offering
                            price set forth in the "Calculation of
                            Registration Fee" table in the effective
                            Registration Statement.

                      (iii) To include any material information with
                            respect to the plan of distribution not
                            previously disclosed in the Registration
                            Statement or any material change to such
                            information in the Registration Statement;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
  
                2.  That, for the purpose of determining any liability
                    under the Securities Act, each such post-effective
                    amendment shall be deemed to be a new registration
4
                    statement relating to the securities offered
                    therein, and the offering of such securities at that
                    time shall be deemed to be the initial bona fide
                    offering thereof.

                3.  To remove from registration by means of a
                    post-effective amendment any of the securities being
                    registered which remain unsold at the termination of
                    the offering.

                    (b) The Company hereby undertakes that, for purposes
                        of determining any liability under the
                        Securities Act, each filing of the Company's
                        annual report pursuant to section 13(a) or
                        section 15(d) of the Exchange Act (and, where
                        applicable, each filing of an employee benefit
                        plan's annual report pursuant to section 15(d)
                        of the Exchange Act) that is incorporated by
                        reference in the registration statement shall be
                        deemed to be a new registration statement
                        relating to the securities offered therein, and
                        the offering of such securities at that time
                        shall be deemed to be the initial bona fide
                        offering thereof.

                   (c)  Insofar as indemnification for liabilities
                        arising under the Securities Act may be
                        permitted to directors, officers and controlling
                        persons of the Company pursuant to the foregoing
                        provisions, or otherwise, the Company has been
                        advised that in the opinion of the Securities
                        and Exchange Commission such indemnification is
                        against public policy as expressed in the Act
                        and is, therefore, unenforceable.  In the event
                        that a claim for indemnification against such
                        liabilities (other than the payment by the
                        Company of expenses incurred or paid by a
                        director, officer or controlling person of the
                        Company in the successful defense of any action
                        suit or proceeding) is asserted by such
                        director, officer or controlling person in
                        connection with the securities being registered,
                        the Company will, unless in the opinion of its
                        counsel the matter has been settled by
                        controlling precedent, submit to a court of
                        appropriate jurisdiction the question whether
                        such indemnification by it is against public
                        policy as expressed in the Act and will be
                        governed by the final adjudication of such
                        issue.
5
                               SIGNATURES
                               ----------
        Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on October 13, 1997.

                       CENTRAL PARKING CORPORATION
                       By:/s/Monroe J. Carell, Jr.
                             Monroe J. Carell, Jr.
                             Chairman and Chief Executive Officer

                           POWER OF ATTORNEY
                           -----------------
        Each person whose signature to the Registration statement appears below
hereby appoints Monroe J. Carell, Jr. and Stephen A. Tisdell and each of them,
any one of whom may act without the joinder of the others, as his attorney-in-
fact to execute in the name and behalf of any such person, individually and in
the capacity stated below, and to file all amendments and post-effective
amendments to this Registration Statement, which amendment or amendments may
make such changes and additions in this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

         Signature                     Title                        Date
--------------------------   ------------------------------  ------------------
/s/Monroe J. Carell, Jr.      Chief Executive Officer         October 13, 1997
   Monroe J. Carell, Jr.      (Principal Executive Officer)
                              Chairman of the Board

/s/James H. Bond              President, Chief Operating      October 13, 1997
   James H. Bond              Officer and Director

/s/Stephen A. Tisdell         Chief Financial Officer         October 13, 1997
   Stephen A. Tisdell         (Principal Financial and
                              Accounting Officer)

/s/John W. Eakin              Director                        October 13, 1997
   John W. Eakin

/s/Edward G. Nelson           Director                        October 13, 1997
   Edward G. Nelson

/s/William C. O'Neil, Jr.     Director                        October 13, 1997
   William C. O'Neil, Jr.

/s/Cecil Conlee               Director                        October 13, 1997
   Cecil Conlee

/s/P. E. Sadler               Director                        October 13, 1997
   P. E. Sadler

/s/Lowell Harwood             Director                        October 13, 1997
   Lowell Harwood
6

Exhibit
Number   Description of Exhibit
-------  ----------------------------------------------------------------------
4.1      Amended and Restated Charter of the Registrant, as amended,
         incorporated by reference to Exhibit 4.1 to the Company's Registration
         Statement on Form S-3 (File No. 333-23869).

4.2      Amended and Restated Bylaws of the Registrant, incorporated by
         Reference to Exhibit 3.2 to the Company's Registration Statement
         on Form S-1 (File No. 33-95640).

4.3      Form of Common Stock Certificate, incorporated by reference to
         Exhibit 4.1 to the Company's Registration Statement on Form S-1
         (File No. 33-95640).

5        Opinion of Harwell Howard Hyne Gabbert & Manner, P.C.

23.1     Consent of KPMG Peat Marwick LLP.

23.2     Consent of Harwell Howard Hyne Gabbert & Manner, P.C.
         (contained in Exhibit 5)

24       Power of Attorney (see page 6)
7