================================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________________

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
Commission file number: 333-50437

_____________________

APCOA/STANDARD PARKING, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 16-1171179
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

900 N. Michigan Avenue
Chicago, Illinois 60611-1542
(Address of Principal Executive Offices, Including Zip Code)
(312) 274-2000
(Registrant's Telephone Number, Including Area Code)

Former name, address and fiscal year, if changed since last report:

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO

As of August 14, 2001, there were [31.31] shares of common stock of the
registrant outstanding.

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<PAGE>

APCOA/STANDARD PARKING, INC.
FORM 10-Q INDEX

Part I. Financial Information

Item 1. Financial Statements (Unaudited):

Condensed Consolidated Balance Sheets as of June 30, 2001
and December 31, 2000.............................................3

Condensed Consolidated Statements of Operations for the
three months ended June 30, 2001 and June 30, 2000 and for the
six months ended June 30, 2001 and June 30, 2000..................4

Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 2001 and June 30, 2000......................5

Notes to Condensed Consolidated Financial Statements..............6

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................10

Item 3. Quantitative and Qualitative Disclosures About Market Risk.......14

Part II. Other Information

Item 1. Legal Proceedings................................................14

Item 2. Changes in Securities and Use of Proceeds........................14

Item 3. Defaults upon Senior Securities..................................14

Item 4. Submission of Matters to a Vote of Security Holders..............14

Item 5. Other Information................................................14

Item 6. Exhibits and Reports on Form 8-K.................................14

Signatures....................................................................16

Index to Exhibits.............................................................17

2
<PAGE>

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

APCOA/STANDARD PARKING, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for share data)

<TABLE>
<CAPTION>
June 30, 2001 December 31, 2000
ASSETS -------------- ------------------
------ (Unaudited) (see Note)
<S> <C> <C>
Current assets:
Cash and cash equivalents......................................................... $ 6,754 $ 3,539
Notes and accounts receivable, net................................................ 47,005 46,826
Prepaid expenses and supplies..................................................... 1,446 1,775
--------- ---------
Total current assets.............................................................. 55,205 52,140
--------- ---------
Leaseholds and equipment, net...................................................... 25,639 28,492
Advances and deposits.............................................................. 1,593 2,075
Cost in excess of net assets acquired.............................................. 111,793 113,293
Intangible and other assets........................................................ 11,509 12,341
--------- ---------

Total assets...................................................................... $ 205,739 $ 208,341
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
Current liabilities:
Accounts payable.................................................................. $ 33,833 $ 35,079
Accrued and other current liabilities............................................. 25,081 27,596
Current portion of long-term borrowings........................................... 1,453 1,406
--------- ---------
Total current liabilities......................................................... 60,367 64,081
Long-term borrowings, excluding current portion.................................... 179,040 173,590
Other long-term liabilities........................................................ 9,190 10,121
Redeemable preferred stock......................................................... 58,066 54,976
Common stock subject to put/call rights;
5.01 shares issued and outstanding............................................. 8,255 6,304
Common stockholders' deficit:
Common stock, par value $1.00 per share; 1,000 shares authorized;
26.3 shares issued and outstanding.............................................. 1 1
Additional paid-in capital........................................................ 11,422 11,422
Advances to and deposits with affiliates.......................................... (13,031) (11,979)
Accumulated other comprehensive income (loss)..................................... 264 (374)
Accumulated deficit............................................................... (107,835) (99,801)
--------- ---------
Total common stockholders' deficit................................................ (109,179) (100,731)
--------- ---------

Total liabilities and stockholders' deficit....................................... $ 205,739 $ 208,341
========= =========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

Note: The balance sheet at December 31, 2000 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements.

3
<PAGE>

APCOA/STANDARD PARKING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, unaudited)

<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------ ------------------------------
June 30, 2001 June 30, 2000 June 30, 2001 June 30, 2000
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Gross customer collections................ $400,047 $385,993 $795,524 $752,093
======== ======== ======== ========

Parking services revenue:
Lease contracts...................... $ 41,815 $ 46,386 $ 83,088 $ 93,817
Management contracts................. 20,742 15,681 41,149 31,341
-------- -------- -------- --------
62,557 62,067 124,237 125,158
Cost of parking services:
Lease contracts...................... 37,738 40,211 74,928 82,851
Management contracts................. 10,393 6,480 20,844 12,768
-------- -------- -------- --------
48,131 46,691 95,772 95,619
-------- -------- -------- --------
Gross profit.............................. 14,426 15,376 28,465 29,539
General and administrative expenses....... 8,085 9,152 16,616 18,262
Other special charges..................... - 99 - 218
Depreciation and amortization............. 2,885 2,675 5,614 5,216
-------- -------- -------- --------
Operating income.......................... 3,456 3,450 6,235 5,843

Interest expense (income):
Interest expense..................... 4,679 4,472 9,341 8,893
Interest income...................... (215) (142) (433) (349)
-------- -------- -------- --------
4,464 4,330 8,908 8,544
-------- -------- -------- --------
Loss before minority interest and
income taxes............................ (1,008) (880) (2,673) (2,701)

Minority interest......................... 76 86 125 159
Income tax expense........................ 95 233 195 250
-------- -------- -------- --------
Net loss.................................. (1,179) (1,199) (2,993) (3,110)
Preferred stock dividends................. 1,566 1,404 3,090 2,770
(Decrease) increase in fair value of
common stock subject to put/call rights.. (453) - 1,951 -
-------- -------- -------- --------
Net loss attributable to common
stockholders............................. $ (2,292) $ (2,603) $ (8,034) $ (5,880)
======== ======== ======== ========

</TABLE>

See Notes to Condensed Consolidated Financial Statements.

4
<PAGE>

APCOA/STANDARD PARKING, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)

<TABLE>
<CAPTION>
Six Months Ended
--------------------------------------------------------------
June 30, 2001 June 30, 2000
------------- -------------
<S> <C> <C>
Operating activities:
Net loss.................................................. $ (2,993) $ (3,110)
Adjustments to reconcile net loss to net cash
used in operations:
Depreciation and amortization............................ 5,614 5,216
Change in operating assets and liabilities, net of
acquisitions............................................ (3,768) (5,061)
---------- ----------
Net cash used in operating activities..................... (1,147) (2,955)

Investing activities:
Purchase of leaseholds and equipment...................... (785) (2,706)
Purchase of leaseholds and equipment by joint ventures.... (8) (169)
---------- ----------
Net cash used in investing activities..................... (793) (2,875)

Financing activities:
Proceeds from long-term borrowings........................ 6,050 6,200
Payments on long-term borrowings.......................... (782) (173)
Payments of debt issuance costs........................... (327) --
Payments on joint venture borrowings...................... (424) (303)
---------- ----------
Net cash provided by financing activities................. 4,517 5,724

Effect of exchange rate on cash and cash equivalents...... 638 (840)
---------- ----------

Increase (decrease) in cash and cash equivalents.......... 3,215 (946)
Cash and cash equivalents at beginning of period.......... 3,539 5,215
---------- ----------

Cash and cash equivalents at end of period................ $ 6,754 $ 4,269
========== ==========

Supplemental disclosures:
Cash paid during the period for:
Interest................................................. $ 8,535 $ 7,577
Taxes.................................................... 413 519
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

5
<PAGE>

APCOA/STANDARD PARKING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001
(in thousands, unaudited)

1. Interim Financial Data

The accompanying unaudited condensed consolidated financial statements of
APCOA/Standard Parking, Inc. ("APCOA/Standard" or the "Company") have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and notes required by accounting principles generally accepted
in the United States for complete financial statements.

In the opinion of management, all adjustments (consisting only of
adjustments of a normal and recurring nature) considered necessary for a fair
presentation of the financial position and results of operations have been
included. Operating results for the six-month period ended June 30, 2001 are
not necessarily indicative of the results that might be expected for the fiscal
year ending December 31, 2001. The financial statements presented in this
Report should be read in conjunction with the consolidated financial statements
and footnotes thereto included in APCOA/Standard's 2000 Form 10-K filed April 2,
2001.

Certain reclassifications have been made to the 2000 financial information
to conform to the 2001 presentation.

2. Other Special Charges

Included in "Other special charges" in the accompanying condensed
consolidated statements of operations are the following:

<TABLE>
<CAPTION>
Six Months Ended
------------------------------------------------------------
June 30, 2001 June 30, 2000
------------- -------------
<S> <C> <C>
Incremental integration costs and other................... $ - $ 218
========= ========
</TABLE>

The integration costs relate primarily to actions to facilitate the
accounting system consolidation and activities to realign, centralize and
reorganize administrative and other support functions.

3. Borrowing Arrangements

APCOA/Standard's $140,000 9 1/4% Senior Subordinated Notes were issued in
September of 1998 and are due in March of 2008. The Notes are registered with
the Securities and Exchange Commission. The Notes were exchanged for
unregistered notes with substantially identical terms, which had been issued
earlier in 1998 to finance acquisitions, retire certain existing indebtedness
and for general working capital purposes.

In March of 1998, the Company entered into a $40.0 million revolving Senior
Credit Facility (the "Facility") with a group of banks. Rates of interest on
borrowings against the Facility are indexed to certain key variable rates. At
June 30, 2001, borrowings under the Facility aggregated $33.0 million and there
were letters of credit outstanding against this Facility of $0.3 million.

The Notes and Senior Credit Facility contain covenants that limit
APCOA/Standard from incurring additional indebtedness and issuing preferred
stock, restrict dividend payments, limit transactions with affiliates and
restrict certain other transactions. Substantially all of APCOA/Standard's net
assets are restricted under these provisions and covenants (See Note 4).

6
<PAGE>

APCOA/STANDARD PARKING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

4. Subsidiary Guarantors

Substantially all of the Company's direct or indirect wholly owned domestic
subsidiaries, other than inactive subsidiaries, fully, unconditionally, jointly
and severally guarantee the Senior Subordinated Notes. Financial statements of
the guarantor subsidiaries are not separately presented because, in the opinion
of management, such financial statements are not material to investors. The
non-guarantor subsidiaries include joint ventures, wholly owned subsidiaries of
the Company organized under the laws of foreign jurisdictions, inactive
subsidiaries and bankruptcy remote subsidiaries formed in connection with joint
ventures, all of which are included in the consolidated financial statements.
The following is summarized combined financial information for the Company, the
guarantor subsidiaries of the Company and the non-guarantor subsidiaries of the
Company:

<TABLE>
<CAPTION>
Guarantor Non-Guarantor
APCOA/Standard Subsidiaries Subsidiaries Eliminations Total
-------------- ------------ ------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
-------------------
June 30, 2001
Cash and cash equivalents........................... $ 6,895 $ (1,611) $ 1,470 $ - $ 6,754
Notes and accounts receivable....................... 24,741 13,342 8,922 - 47,005
Current assets...................................... 32,829 11,878 10,498 - 55,205
Leaseholds and equipment, net....................... 14,495 6,378 4,766 - 25,639
Cost in excess of net assets acquired, net.......... 18,823 89,539 3,431 - 111,793
Investment in subsidiaries.......................... 99,374 - - (99,374) -
Total assets........................................ 173,244 112,548 19,321 (99,374) 205,739
Accounts payable.................................... 19,236 10,217 4,380 - 33,833
Current liabilities................................. 45,235 6,150 8,982 - 60,367
Long-term borrowings, excluding current portion..... 175,263 175 3,602 - 179,040
Redeemable preferred stock.......................... 58,066 - - - 58,066
Common stock subject to put/call rights............. 8,255 - - - 8,255
Total stockholders' (deficit) equity................ (119,221) 103,131 6,285 (99,374) (109,179)
Total liabilities and stockholders' equity (deficit) 173,244 112,548 19,321 (99,374) 205,739

December 31, 2000
Cash and cash equivalents........................... $ (593) $ 76 $ 4,056 $ - $ 3,539
Notes and accounts receivable....................... 50,972 (7,529) 3,383 - 46,826
Current assets...................................... 50,792 (6,264) 7,612 - 52,140
Leaseholds and equipment, net....................... 15,693 7,395 5,404 - 28,492
Cost in excess of net assets acquired, net.......... 19,062 90,673 3,558 - 113,293
Investment in subsidiaries.......................... 93,211 - - (93,211) -
Total assets........................................ 187,446 96,818 17,288 (93,211) 208,341
Accounts payable.................................... 21,744 10,172 3,163 - 35,079
Current liabilities................................. 46,328 8,938 8,815 - 64,081
Long-term borrowings, excluding current portion..... 169,305 175 4,110 - 173,590
Redeemable preferred stock.......................... 54,976 - - - 54,976
Common stock subject to put/call rights............. 6,304 - - - 6,304
Total stockholders' (deficit) equity................ (94,942) 83,504 3,918 (93,211) (100,731)
Total liabilities and stockholders' equity (deficit) 187,446 96,818 17,288 (93,211) 208,341
</TABLE>

7
<PAGE>

APCOA/STANDARD PARKING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

<TABLE>
<CAPTION>
Guarantor Non-Guarantor
APCOA/Standard Subsidiaries Subsidiaries Eliminations Total
-------------- ------------ ------------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Income Statement Data:
----------------------
Three Months Ended June 30, 2001
Parking revenue....................................... $34,397 $22,187 $ 5,973 $ - $ 62,557
Gross profit.......................................... 9,836 3,350 1,240 - 14,426
Depreciation and amortization......................... 1,266 1,279 340 - 2,885
Operating income (loss)............................... 7,430 (4,807) 833 - 3,456
Interest expense, net................................. 4,356 (68) 176 - 4,464
Equity in earnings of subsidiaries.................... (4,205) - - 4,205 -
Net (loss) income..................................... (1,180) (4,845) 641 4,205 (1,179)

Three Months Ended June 30, 2000
Parking revenue....................................... $30,989 $23,787 $ 7,291 $ - $ 62,067
Gross profit.......................................... 9,476 4,514 1,386 - 15,376
Other special charges................................. 99 - - - 99
Depreciation and amortization......................... 1,125 1,244 306 - 2,675
Operating income (loss)............................... 7,274 (4,746) 922 - 3,450
Interest expense, net................................. 4,208 (33) 155 - 4,330
Equity in earnings of subsidiaries.................... (4,261) - - 4,261 -
Net (loss) income..................................... (1,199) (4,724) 463 4,261 (1,199)

Six Months Ended June 30, 2001
Parking revenue....................................... $68,007 $44,580 $11,650 $ - $124,237
Gross profit.......................................... 18,481 7,596 2,388 - 28,465
Depreciation and amortization......................... 2,461 2,526 627 - 5,614
Operating income (loss)............................... 13,657 (9,041) 1,619 - 6,235
Interest expense, net................................. 8,686 (79) 301 - 8,908
Equity in earnings of subsidiaries.................... (7,965) - - 7,965 -
Net (loss) income..................................... (2,994) (9,067) 1,103 7,965 (2,993)

Six Months Ended June 30, 2000
Parking revenue....................................... $60,062 $46,945 $18,151 $ - $125,158
Gross profit.......................................... 17,251 8,986 3,302 - 29,539
Other special charges................................. 218 - - - 218
Depreciation and amortization......................... 2,073 2,496 647 - 5,216
Operating income (loss)............................... 12,791 (9,293) 2,345 - 5,843
Interest expense, net................................. 8,270 (40) 314 - 8,544
Equity in earnings of subsidiaries.................... (7,623) - - 7,623 -
Net (loss) income..................................... (3,110) (9,253) 1,630 7,623 (3,110)
</TABLE>

8
<PAGE>

APCOA/STANDARD PARKING, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

<TABLE>
<CAPTION>
Guarantor Non-Guarantor
APCOA/Standard Subsidiaries Subsidiaries Eliminations Total
--------------- ------------- -------------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Statement of Cash Flow Data:
----------------------------
Six Months Ended June 30, 2001
Net cash provided by (used in) operating activities..... $ 3,459 $(2,028) $(2,578) $ - $(1,147)
Investing activities:
Purchase of leaseholds and equipment................. (444) (341) - - (785)
Purchase of leaseholds and equipment
by joint ventures................................... - - (8) - (8)
------- ------- ------- ------- -------
Net cash used in investing activities................... (444) (341) (8) - (793)
Financing activities:
Proceeds from long-term borrowings................... 6,050 - - - 6,050
Payments on long-term borrowings..................... (782) - - - (782)
Payments of debt issuance costs...................... (327) - - - (327)
Payments on joint venture borrowings................. (424) - - - (424)
------- ------- ------- ------- -------
Net cash provided by financing activities............... 4,517 - - - 4,517
Effect of exchange rate changes......................... 638 - - - 638

Six Months Ended June 30, 2000
Net cash (used in) provided by operating activities..... $(3,669) $(1,089) $ 1,803 $ - $(2,955)
Investing activities:
Purchase of leaseholds and equipment................. (2,091) (615) - - (2,706)
Purchase of leaseholds and equipment by joint
ventures............................................ - - (169) - (169)
------- ------- ------- ------- -------
Net cash used in investing activities................... (2,091) (615) (169) - (2,875)
Financing activities:
Proceeds from long-term borrowings................... 6,200 - - - 6,200
Payments on long-term borrowings..................... (173) - - - (173)
Payments on joint venture borrowings................. (303) - - - (303)
------- ------- ------- ------- -------
Net cash provided by financing activities............... 5,724 - - - 5,724
Effect of exchange rate changes......................... (840) - - - (840)

</TABLE>

9
<PAGE>

PART I FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

General

APCOA/Standard Parking, Inc. ("APCOA/Standard" or the "Company") operates
in a single reportable segment operating parking facilities under two types of
arrangements: management contracts and leases. Under a management contract,
APCOA/Standard typically receives a base monthly fee for managing the property
and may also receive an incentive fee based on the achievement of facility
revenues above a base amount. In some instances, APCOA/Standard also receives
certain fees for ancillary services. Typically, all of the underlying revenues,
expenses and capital expenditures under a management contract flow through to
the property owner, not to APCOA/Standard. Under lease arrangements,
APCOA/Standard generally pays to the property owner either a fixed annual
rental, a percentage of gross customer collections or a combination thereof.
APCOA/Standard collects all revenues under lease arrangements and is responsible
for most operating expenses, but it is typically not responsible for major
maintenance or capital expenditures. As of June 30, 2001, APCOA/Standard
operated approximately 81% of its 1,977 parking facilities under management
contracts and approximately 19% under leases.

Parking services revenue--lease contracts. Lease parking services revenues
consist of all gross customer collections received at a leased facility.

Parking services revenue--management contracts. Management contract
revenues consist of management fees, including both fixed and revenue-based and
fees for ancillary services such as accounting, equipment leasing, consulting
and other value-added services with respect to managed locations, but exclude
gross customer collections at such locations. Management contracts generally
provide APCOA/Standard a management fee regardless of the operating performance
of the underlying facility.

Cost of parking services--lease contracts. Cost of parking services under
lease arrangements consist of (i) contractual rental fees paid to the facility
owner and (ii) all operating expenses incurred in connection with operating the
leased facility. Contractual fees paid to the facility owner are based on either
a fixed contractual amount, a percentage of gross revenue or a combination
thereof. Generally under a lease arrangement, APCOA/Standard is not responsible
for major capital expenditures or property taxes.

Cost of parking services--management contracts. Cost of parking services
under management contracts is generally passed through to the facility owner,
therefore these costs are not included in the results of operations of the
Company. Several APCOA/Standard contracts, however, require APCOA/Standard to
pay for certain costs that are offset by larger management fees. These contracts
tend to be large airport properties with high cost structures.

General and administrative expenses. General and administrative expenses
primarily include salaries, wages, travel and office related expenses for the
headquarters, field office and supervisory employees.

Summary of Operating Facilities

The following table reflects the Company's facilities at the end of the
periods indicated:

<TABLE>
<CAPTION>
June 30, 2001 December 31, 2000 June 30, 2000
------------- ----------------- -------------
<S> <C> <C> <C>
Managed facilities..................... 1,609 1,573 1,443
Leased facilities...................... 368 365 380
----- ----- -----
Total facilities...................... 1,977 1,938 1,823
===== ===== =====
</TABLE>

The Company's strategy is to add locations in core cities where a
concentration of locations improves customer service levels and operating
margins. In general, contracts added as set forth in the table above followed
this strategy.
10
<PAGE>

Results of Operations

Gross customer collections consist of gross receipts collected at all
leased and managed properties, including unconsolidated affiliates. Gross
customer collections increased $14.0 million, or 3.6%, to $400.0 million in the
second quarter of 2001 compared to $386.0 million in the second quarter of 2000.
Gross customer collections increased $43.4 million, or 5.8%, to $795.5 million
in the first six months of 2001 compared to $752.1 million in the first six
months of 2000. These increases are attributable to the net addition of 154
locations during the period.

In analyzing gross margins of APCOA/Standard, it should be noted that the
cost of parking services incurred in connection with the provision of management
services is generally paid by the clients. Margins for lease arrangements are
significantly impacted by variables other than operating performance, such as
variability in parking rates in different cities and widely varying space
utilization by parking facility type.

The following should be read in conjunction with the Condensed Consolidated
Financial Statements.

Three Months ended June 30, 2001 Compared to Three Months ended June 30, 2000

Parking services revenue--lease contracts. Lease revenue decreased $4.6
million, or 9.9%, to $41.8 million in the second quarter of 2001 as compared to
$46.4 million in the second quarter of 2000. This decrease resulted from the net
reduction of 12 leases through contract expirations and conversions to
management contracts, including the conversion of one large airport property
from a lease contract to a management contract.

Parking services revenue--management contracts. Management contract revenue
increased $5.0 million, or 32.3%, to $20.7 million in the second quarter of 2001
as compared to $15.7 million in the second quarter of 2000. This increase
resulted from the net increase of 166 contracts through internal growth and
conversions from lease contracts.

Cost of parking services--lease contracts. Cost of parking services for
leases decreased $2.5 million, or 6.2%, to $37.7 million for the second quarter
of 2001 from $40.2 million in the second quarter of 2000. This decrease resulted
from the reduction of 12 leases through terminations and conversions to
management contracts. Gross margin for lease contracts declined to 9.8% for the
second quarter of 2001 compared to 13.3% for the second quarter of 2000. This
decline resulted from increased rents on lease contract renewals, the negative
economic impact affecting airport travel volumes and major road construction
activity adjacent to several Chicago properties.

Cost of parking services--management contracts. Cost of parking for
management contracts increased $3.9 million, or 60.4%, to $10.4 million for the
second quarter of 2001 from $6.5 million in the second quarter of 2000. This
increase resulted from the addition of a net total of 166 new contracts through
internal growth and conversions from lease contracts. Gross margin for
management contracts declined to 49.9% in the second quarter of 2001 compared to
58.7% for the second quarter of 2000. Most management contracts have no cost of
parking services related to them, as all costs are reimbursable to the Company.
However, several contracts (primarily large airport properties and several urban
locations) require the Company to pay for certain costs, which are offset by
larger management fees. The increase in cost of parking management contracts was
related to the addition of several contracts of this type and the negative
economic impact affecting airport travel volumes.

General and administrative expenses. General and administrative expenses
decreased $1.1 million, or 11.7%, to $8.1 million for the second quarter of 2001
as compared to $9.2 million for the second quarter of 2000. This decrease
resulted from cost savings, staff reductions and operating efficiencies
implemented in the fourth quarter of 2000.

Other special charges. The Company did not record other special charges in
the second quarter of 2001 as compared to $0.1 million in the second quarter of
2000. The 2000 special charges related to actions to facilitate the accounting
system consolidation and other support functions.

Six Months ended June 30, 2001 Compared to Six Months ended June 30, 2000

Parking services--lease contracts. Lease contract revenue decreased $10.7
million, or 11.4%, to $83.1 million in the first six months of 2001 as compared
to $93.8 million in the first six months of 2000. This decrease resulted from
the net reduction of 12 leases through contract expirations, conversions to
management contracts and the conversion of one large airport property from a
lease contract to a management contract.

11
<PAGE>

Parking services revenue--management contracts. Management contract revenue
increased $9.8 million, or 31.3%, to $41.1 million in the first six months of
2001 as compared to $31.3 million in the first six months of 2000. This increase
resulted from the net increase of 166 management contracts through internal
growth and conversions from lease contracts.

Cost of parking services--lease contracts. Cost of parking services for
lease contracts decreased $8.0 million, or 9.6%, to $74.9 million in the first
six months of 2001 as compared to $82.9 million in the first six months of 2000.
This decrease resulted from the reduction of 12 leases through contract
expirations and conversions to management contracts. Gross margin for leases
decreased to 9.8% for the first six months of 2001 compared to 11.7% for the
first six months of 2000. This decrease resulted from increased rents on lease
contract renewals, the negative economic impact affecting airport travel
volumes, major road construction activity adjacent to several Chicago properties
and additional snow removal costs in the first quarter of the year.

Cost of parking services--management contracts. Cost of parking for
management contracts increased $8.0 million, or 63.3%, to $20.8 million in the
first six months of 2001 as compared to $12.8 million in the first six months of
2000. Gross margin for management contracts declined to 49.3% in the first six
months of 2001 compared to 59.3% in the first six months of 2000. Most
management contracts have no cost of parking services related to them, as all
costs are reimbursable to the Company. However, several contracts (primarily
large airport properties and several urban locations) require the Company to pay
for certain costs, which are offset by larger management fees. The increase in
cost of parking management contracts was related to the addition of several
contracts of this type and the negative economic impact affecting airport travel
volumes.

General and administrative expenses. General and administrative expenses
decreased $1.7 million, or 9.0%, to $16.6 million for the first six months of
2001 as compared to $18.3 million in the first six months of 2000. This decrease
resulted from cost savings, staff reductions and operating efficiencies
implemented in the fourth quarter of 2000.

Other special charges. The Company did not record other special charges in
the first six months of 2001, as compared to $0.2 million in the first six
months of 2000. The 2000 special charges related to actions to facilitate the
accounting system consolidation and other support functions.

Liquidity and Capital Resources

As a result of day-to-day activity at the parking locations, APCOA/Standard
collects significant amounts of cash. Under lease contracts, this revenue is
deposited into local APCOA/Standard bank accounts, with a portion remitted to
the clients in the form of rental payments according to the terms of the leases.
Under management contracts, some clients require APCOA/Standard to deposit the
daily receipts into a local APCOA/Standard bank account. Others require the
deposit into a client account, and some have a segregated account for the
receipts and disbursements of the location.

Locations with revenues deposited into APCOA/Standard bank accounts enable
the Company to operate with a negative working capital. This negative working
capital arises from the liability that is created for the amount of revenue that
will be remitted to the clients in the form of rents or net profit distributions
subsequent to month end, after the books are closed and reconciled. Since the
Company operates with a revolving Senior Credit Facility, all funds held for
future remittance to the clients are used to reduce the credit line until the
payments are made to the clients.

Locations with revenue deposited into client accounts or segregated
accounts can, depending upon timing of rent or net profit distributions, result
in significant amounts of cash being temporarily inaccessible to the Company for
use for operating needs. Additionally, the ability to utilize cash deposited
into local APCOA/Standard accounts is dependent upon the movement of that cash
into the Company's corporate account. For these reasons, the Company from time
to time carries significant cash balances, while utilizing its Senior Credit
Facility.

The Company had cash and cash equivalents of $6.8 million at June 30, 2001
compared to $3.5 million at December 31, 2000.

12
<PAGE>

Six Months ended June 30, 2001 Compared to Six Months ended June 30, 2000

Net cash used in operating activities totaled $1.1 million for the first
six months of 2001 compared to cash used of $3.0 million for the first six
months of 2000. Cash used during 2001 included a $0.2 million increase in
accounts receivable, a $1.2 million decrease in accounts payable, a $3.8 million
decrease in other liabilities due primarily to the $6.5 million interest payment
on the Senior Subordinated Notes, which was partially offset by a $1.5 million
decrease in prepaid and other assets. Cash used during the first six months of
2000 included a $6.5 million interest payment on the Senior Subordinated Notes,
offset by increases in accounts payable and other liabilities of $0.6 million
and a decrease in other assets of $1.3 million.

Cash used in investing activities totaled $0.8 million for the first six
months of 2001 compared to $2.9 million for the six months of 2000. Cash used in
investing activities in the first six months of 2001 and the first six months of
2000 resulted from capital purchases to secure and/or extend leased facilities
and investments in management information system enhancements.

Cash generated from financing activities totaled $4.5 million in the first
six months of 2001 compared to $5.7 million for the first six months of 2000.
The 2001 activity included $6.1 million in borrowings from the Senior Credit
Facility, offset by repayments on long-term and joint venture borrowings of $1.2
million, as well as payments of debt issuance costs of $0.3 million. The 2000
activity included $6.2 million in borrowings from the Senior Credit Facility,
offset by repayments on long-term and joint venture borrowings of $0.5 million.

Other Liquidity and Capital Resources Information

The Company's Senior Credit Facility (the "Facility") provides cash
borrowings up to $40.0 million with sublimits for Letters of Credit up to $10.0
million, at variable rates based, at the Company's option, either on LIBOR, the
overnight federal funds rate, or the bank's base rate. The Company utilizes the
Facility to provide readily-accessible cash for working capital purposes. The
Facility includes covenants that limit the Company from incurring additional
indebtedness, issuing preferred stock or paying dividends, and contains certain
other restrictions. At June 30, 2001, the Company had $0.3 million of letters of
credit outstanding under the Facility and borrowings against the Facility
aggregated $33.0 million. The Facility was amended on March 30, 2000, with the
principal changes to the agreement providing for revisions to interest rates
charged on borrowings and certain financial covenants. The Facility was amended
on May 12, 2000, with the principal change to the agreement relating to the
definition of a change in control. The Facility was amended on November 14,
2000, with the principal changes to the agreement providing for revisions to
interest rates charged on borrowings and certain financial covenants. The
Facility was amended on March 30, 2001, with the principal changes to the
agreement providing for revisions to interest rates charged on borrowings,
certain financial covenants, a change to restore the original borrowing limits
and a change in the expiration date from March 30, 2004 to July 1, 2002. As of
June 30, 2001, the Company was in compliance with the covenants contained in the
Facility or has obtained the necessary waivers on or before August 14, 2001.

The Company's ability to meet its anticipated future requirements for
working capital, capital expenditures, scheduled payments of interest and
principal on its indebtedness depends on the Company's future performance,
which, to a certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors beyonds its control.
Based upon the current level of operations and anticipated growth, the Company
believes that, together with available borrowings under its Facility, its cash
flow and available liquidity will be adequate to meet the Company's anticipated
requirements up to the expiration date of the Facility. However, there can be no
assurance that the Company's business will generate sufficient cash or that
future borrowings will be available in an amount sufficient to enable the
Company to meet its future requirements, or that any refinancing of existing
indebtedness (including the Facility) would be available on commercially
reasonable terms, or at all.

If the Company identifies investment opportunities requiring cash in excess
of the Company's cash flows and existing cash, the Company may borrow under the
Facility.

Special Cautionary Notice Regarding Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-Q
contains forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
in "Management's Discussion and Analysis of Financial

13
<PAGE>

Condition and Results of Operations" as well as in this Quarterly Report
generally. You should carefully review the risks described in this Quarterly
Report as well as the risks described in other documents filed by the Company
from time to time with the Securities and Exchange Commission. In addition, when
used in this Quarterly Report, the words "anticipates," "plans," "believes,"
"estimates," and "expects" and similar expressions are generally intended to
identify forward-looking statements. Such statements are subject to a number of
risks and uncertainties. Our actual results, performance or achievements could
differ materially from the results expressed in, or implied by the Company or
these forward-looking statements. The Company undertakes no obligation to revise
these forward-looking statements to reflect any future events or circumstances.

Cautionary Statements

The Company continues to be subject to certain factors that could cause the
Company's results to differ materially from expected and historical results (see
the "Risk Factors" set forth in the Company's Registration Statement on Form S-4
(No. 333-50437) filed on April 17, 1998, as amended on June 9, 1998, July 15,
1998, August 11, 1998 and August 14, 1998 (the "Registration Statement") and the
Company's 2000 Form 10-K filed on April 2, 2001.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company's primary market risk exposure consists of risk related to
changes in interest rates. Historically, the Company has not used derivative
financial instruments for speculative or trading purposes.

The Company entered into a $40.0 million revolving variable rate Senior
Credit Facility (see Note 3 of the Notes to the Condensed Consolidated Financial
Statements). Interest expense on such borrowing is sensitive to changes in the
market rate of interest. If the Company were to borrow the entire $40.0 million
available under the Facility, a 1% increase in the average market rate would
result in an increase in the Company's annual interest expense of $0.4 million.

This amount is determined by considering the impact of the hypothetical
interest rates on the Company's borrowing cost, but does not consider the
effects of the reduced level of overall economic activity that could exist in
such an environment. Due to the uncertainty of the specific changes and their
possible effects, the foregoing sensitivity analysis assumes no changes in the
Company's financial structure.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of business, the Company is involved in disputes,
generally regarding the terms of lease agreements. In the opinion of management,
the outcome of these disputes and litigation will not have a material adverse
effect on the consolidated financial position or operating results of the
Company.

Item 2. Changes in Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

14
<PAGE>

Exhibit
Number Description
------ -----------

2.1 Combination Agreement, dated as of January 15, 1998, by and between
APCOA, Inc. and the Standard Owners (incorporated by reference to
Exhibit 2.1 to the Company's Registration Statement on Form S-4 (No.
333-50437) filed on April 17, 1998, as amended on June 9, 1998, July
15, 1998, August 11, 1998 and August 14, 1998 (the "Registration
Statement")).

3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Registration
Statement).

3.2 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the Registration Statement).

3.3 Amended and Restated By-Laws of the Company dated as of December 29,
2000 (incorporated by reference to Exhibit 3.3 to the Registration
Statement).

4.1 Indenture, dated as of March 30, 1998, amended as of July 6, 1998,
September 21, 1998 and January 12, 1999 by and among the Company,
the Subsidiary Guarantors and State Street Bank and Trust Company
(incorporated by reference to Exhibit 4.1 to the Registration
Statement).

4.2 Form of New Note (included as Exhibit A to Exhibit 4.1).

4.3 Form of New Note Guarantee (included as Exhibit D to Exhibit 4.1).

4.11 Fifth Amendment to the Senior Credit Facility dated March 30, 2001
by and among the Company, the Lenders and Bank One, N.A., as agent
for the Lenders (incorporated by reference to Exhibit 4.11 to the
Company's Annual Report on Form 10-K filed for December 31, 2000).

(b) Reports on Form 8-K

No current report on Form 8-K was filed by the Company during the quarter ended
June 30, 2001.

15
<PAGE>

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 thereunto duly authorized.

APCOA/Standard Parking, Inc.
(Registrant)

August 14, 2001

/s/ MYRON C. WARSHAUER
By:_____________________________________
Myron C. Warshauer
Director and Chief Executive Officer

August 14, 2001
/s/ G. MARC BAUMANN
By:_____________________________________
G. Marc Baumann
Executive Vice President,
Chief Financial Officer and Treasurer

16
<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description
------ -----------

2.1 Combination Agreement, dated as of January 15, 1998, by and
between APCOA, Inc. and the Standard Owners (incorporated by
reference to Exhibit 2.1 to the Company's Registration Statement
on Form S-4 (No. 333-50437) filed on April 17, 1998, as amended on
June 9, 1998, July 15, 1998, August 11, 1998 and August 14, 1998
(the "Registration Statement")).

3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Registration
Statement).

3.2 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the Registration Statement).

3.3 Amended and Restated By-Laws of the Company dated as of December
29, 2000 (incorporated by reference to Exhibit 3.3 to the
Registration Statement).

4.2 Form of New Note (included as Exhibit A to Exhibit 4.1).

4.3 Form of New Note Guarantee (included as Exhibit D to Exhibit 4.1).

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