UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

     (Mark One)

For the fiscal year ended March 31, 2005

OR

For the transition period from                      to                     

Commission file number 001-13950

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

CENTRAL PARKING CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

CENTRAL PARKING CORPORATION

2401 21st Avenue South, Suite 200
Nashville, TN 37212

Index to Financial Statements and Exhibits

2

Report of Independent Registered Public Accounting Firm

The Administrative Committee

We have audited the accompanying statements of financial condition of Central Parking Corporation 1996 Employee Stock Purchase Plan (The Plan) as of March 31, 2005 and 2004, and the related statements of income and changes in plan equity for each of the years in the three-year period ended March 31, 2005. These financial statements are the responsibility of the Plan’s Administrative Committee. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Central Parking Corporation 1996 Employee Stock Purchase Plan as of March 31, 2005 and 2004, and the results of its operations for each of the years in the three-year period ended March 31, 2005, in conformity with U. S. generally accepted accounting principles.

KPMG LLP

Nashville, Tennessee
June 29, 2005

3

CENTRAL PARKING CORPORATION 1996
EMPLOYEE STOCK PURCHASE PLAN

Statements of Financial Condition
March 31, 2005 and 2004

See accompanying notes to the financial statements

4

CENTRAL PARKING CORPORATION 1996
EMPLOYEE STOCK PURCHASE PLAN

Statements of Income and Changes in Plan Equity
For the years ended March 31, 2005, 2004 and 2003

See accompanying notes to the financial statements

5

Central Parking Corporation 1996 Employee Stock Purchase Plan

The following is a brief description of the Central Parking Corporation 1996 Employee Stock Purchase Plan (the Plan). Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

The Plan was adopted by the Board of Directors and shareholders of Central Parking Corporation (the Company) for the benefit of its employees. It became effective on April 1, 1996. The fiscal year of the Plan runs from April 1 to March 31.

Employees of the Company’s subsidiaries are eligible to participate in the Plan if they meet the following criteria:

An employee may choose to withdraw from the Plan at any time. Within sixty days of the Company receiving written notice of withdrawal, all accumulated contributions will be returned to the employee. That employee is then precluded from participation in the Plan for a period of six months. Participants that terminate employment with the Company prior to March 31 of any Plan year are not eligible to remain in the Plan. Accordingly, any accumulated contributions are returned to the employee.

Participants in the Plan can elect to contribute from a minimum of $3 per weekly payroll ($6 per biweekly payroll) to a maximum of 10% of their total annual salary. Contributions are made through payroll deductions on an after tax basis. The Company holds contributions until the end of the Plan year at which point common stock of the Company is purchased and distributed to the contributing participants.

Participants may change their contribution elections annually at the beginning of the Plan year. Change requests must be received during the annual enrollment period in January prior to each Plan year.

6

Central Parking Corporation 1996 Employee Stock Purchase Plan
Notes to the Financial Statements
March 31, 2005, 2004, and 2003

On March 31 of each Plan year, the Plan purchases common stock from the Company at a price equal to 85% of the lower of the closing stock price on either the first or last day of the Plan year. Such stock is immediately distributed to the Plan participants. At April 1, 2004, and March 31, 2005, the Company’s closing stock price was $20.08 and $17.18, respectively. Accordingly, the Plan purchased stock at $14.60 (85% of $17.18) for the Plan year ended March 31, 2005. At April 1, 2003 and March 31, 2004, the Company’s closing stock price was $9.75 and $20.08, respectively. Accordingly, the Plan, on behalf of the participants, purchased stock at $8.29 per share (85% of $9.75) for the Plan year ended March 31, 2004. At April 1, 2002 and March 31, 2003, the Company’s closing stock price was $22.95 and $10.00, respectively. Accordingly, the Plan purchased stock at $8.50 per share (85% of $10.00) for the Plan year ended March 31, 2003. The fair value of the stock acquired through the Plan by any one participant cannot exceed $25,000 in one calendar year as dictated by Internal Revenue Code Section 423.

Shares purchased by the Plan on behalf of the participants are transferred into a brokerage account in the employee’s name. For the Plan years ended March 31, 2005, 2004 and 2003, 39,012, 71,263, and 101,547 shares, respectively, were transferred to participants’ brokerage accounts. The Plan was amended on January 28, 2003, increasing the number of shares held for issuance under the plan from 450,000 to 850,000 shares. At April 1, 2005, 254,696 shares remained available for issuance under the plan.

Participants are automatically vested in all amounts contributed to the Plan. In the event that a participant withdraws from the Plan, all amounts previously deducted from the employee’s pay are returned to the employee. Shares acquired by participants can be sold at any time. However, if a sale occurs within one year of the exercise date, the participant must notify the Company of the sale.

Central Parking Corporation has the right to terminate the Plan at any time. The Company has decided to discontinue employee contributions for the Plan Year April 1, 2005 through March 31, 2006. Central Parking intends to evaluate Plan alternatives prior to the April 1, 2006 Plan Year.

The accompanying financial statements are prepared on the accrual basis of accounting. The Plan accumulates contributions through payroll deductions. At the end of the Plan year, the accumulated contributions are used to purchase shares of the Company stock in each participant’s name.

The Plan holds no investments at March 31, 2005 and 2004 or throughout the Plan year. Contributions accumulated throughout the Plan year are held by the Company on behalf of the Plan.

7

Central Parking Corporation 1996 Employee Stock Purchase Plan
Notes to the Financial Statements
March 31, 2005, 2004 and 2003

The Company pays all of the expenses of the Plan.

The Plan is intended to be an employee stock purchase plan as defined in Section 423 of the Internal Revenue Code (the Code) of 1986. Accordingly, the Plan is designed to be exempt from income taxes. Management believes that the Plan has been operated in accordance with the Code and therefore no provision for income taxes has been reflected in the accompanying financial statements.

8

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

9