FORM 10-Q
                                     UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549

                                         (Mark one)FORM 10-Q

[X]                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                               SECURITIES EXCHANGE ACT OF 1934

                        For the quarterly period ended June 30,December 31, 2012

                                       or

[ ]OR

[_]                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                  SECURITIES EXCHANGE ACT OF 1934

             For the transition period from ________________ to ________________


                                Commission File Numberfile number: 33-26115

                              PATRIOT TRANSPORTATION HOLDING, INC.
                      (Exact name of registrant as specified in its charter)

        FloridaFLORIDA                                                   59-2924957
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

200 W. Forsyth St.FORSYTH ST., 7th Floor, Jacksonville,7TH FLOOR, JACKSONVILLE, FL                       32202
(Address of principal executive offices)(Zip                          (Zip Code)

                                       904-396-5733
                    (Registrant's telephone number, including area code)

   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___[ x ]                         No  [   ]

   Indicate  by  check  mark whether the registrant has submitted electronically
and  posted  on  its  corporate  Web  site,  if any, every Interactive Data File
required  to  be  submitted  and  posted  pursuant to Rule 405 of Regulation S-T
(Section 232.405(ss.232.405 of this chapter) during the

preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).
                                     Yes[X]	No[Yes [ x ]                         No  [   ]

   Indicate  by  check mark whether the registrant is a large accelerated filer,
an  accelerated  filer, a non-accelerated filer, or a non-accelerated
filer.smaller reporting company.
See  definitiondefinitions  of "accelerated filer," "large accelerated filer" and large
accelerated filer""smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer[filer [   ]                           Accelerated filer[X] Non-
accelerated filer[filer  [x  ]
Non-accelerated filer  [   ]                     Smaller reporting company [   ]

   Indicate  by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). YES[Yes [ ] NO[X]No [ x ]

   Indicate  the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable

date.

                   On June 30,Class                        Outstanding at December 31, 2012
there were 9,383,156 shares of---------------------------------------        ---------------------------------
Common Stock, $.10 par value per share                    outstanding.9,502,720 shares






                         PATRIOT TRANSPORTATION HOLDING, INC.
                                      FORM 10-Q
                           QUARTER ENDED JUNE 30,DECEMBER 31, 2012



                                       CONTENTS

                                                                 Page No.


Preliminary Note Regarding Forward-Looking Statements                  3

PartPART I. Financial InformationFINANCIAL INFORMATION

Item 1.  Financial Statements
   Consolidated Balance Sheets                                         4
   Consolidated Statements of Income                                   5
   Consolidated Statements of Cash Flows                               6
   Condensed Notes to Consolidated Financial Statements                7

Item  2. Management's Discussion and Analysis of Financial Condition and Results
      of Operations 1514

Item 3. Quantitative and Qualitative Disclosures about Market Risks   2821


Item 4.  Controls and Procedures                                      28


Part21


PART II. Other InformationOTHER INFORMATION

Item 1A. Risk Factors                                                 3023

Item 2.  Purchase of Equity Securities by the Issuer                  3023

Item 6.  Exhibits                                                     3023

Signatures                                                            3124

Exhibit 31  Certifications pursuant to Section 302 of the
             Sarbanes-Oxley Act of 2002                               3326

Exhibit 32  Certifications pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002.                              3629






Preliminary Note Regarding Forward-Looking Statements.

Certain matters discussed in this report contain forward-looking statements that
are subject to risks and uncertainties that could cause actual results to differ
materially from those indicated by such forward-
lookingforward-looking statements.

These   forward-looking  statements  relate  to,  among  other  things,  capital
expenditures,  liquidity, capital resources and competition and may be indicated
by  words  or  phrases  such  as  "anticipate", "estimate", "plans", "projects",
"continuing",   "ongoing",   "expects",   "management  believes",  "the  Company
believes",  "the  Company  intends"  and similar words or phrases. The following
factors  and others discussed in the Company's periodic reports and filings with
the  Securities  and  Exchange  Commission  are among the principal factors that
could  cause  actual  results  to  differ  materially  from  the forward-looking
statements:  freight  demand  for  petroleum products including recessionary and
terrorist  impacts  on  travel  in the Company's markets; levels of construction
activity  in  the  markets  served  by our mining properties; fuel costs and the
Company's  ability  to recover fuel surcharges; accident severity and frequency;
risk  insurance  markets;  driver  availability  and  cost; the impact of future
regulations  regarding  the  transportation  industry; availability and terms of
financing;  competition  in  our  markets; interest rates, inflation and general
economic  conditions;  demand  for  flexible  warehouse/office facilities in the
Baltimore-Washington-Northern  Virginia  area;  and ability to obtain zoning and
entitlements  necessary  for  property  development. However, this list is not a
complete statement of all potential risks or uncertainties.

These  forward-looking  statements  are  made  as  of  the  date hereof based on
management's  current  expectations,  and  the  Company  does  not  undertake an
obligation  to  update  such statements, whether as a result of new information,
future  events  or  otherwise.  Additional information regarding these and other
risk  factors may be found in the Company's other filings made from time to time
with the Securities and Exchange Commission.


         PART   I.   FINANCIAL   INFORMATION,  ITEM  1.  FINANCIAL STATEMENTS

                    PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
(Unaudited)               (In thousands, except share data)
                                                   June 30,December 31,    September 30,
AssetsASSETS                                                  2012             20112012
                                                        ----             ----
Current assets:
 Cash and cash equivalents                          $  11,838           21,0261,440            6,713
 Accounts receivable (net of allowance for
  doubtful accounts of $136$135 and $111,$129, respectively)    9,345            6,7026,315            7,019
 Real estate tax refund receivable                     2,342            2,311
 Federal and state income taxes receivable               -               93426              426
 Inventory of parts and supplies                         970            1,121
 Deferred income taxes                                   723              201988              843
 Prepaid tires on equipment                            1,556            1,3811,791            1,631
 Prepaid taxes and licenses                            232            1,8601,389            2,050
 Prepaid insurance                                     688            2,1112,199            2,371
 Prepaid expenses, other                                  119               85
 Assets of discontinued operations                       101              11475               70
 Real estate held for sale, at cost                    2,754            3,485
                                                      ------           ------
  Total current assets                                25,572           34,69419,719           26,919
                                                      ------           ------

Property, plant and equipment, at cost               333,610          313,930347,634          338,702
Less accumulated depreciation and depletion          110,525          104,942111,909          110,681
                                                     -------          -------
  Net property, plant and equipment                  223,085          208,988235,725          228,021
                                                     -------          -------

Real estate held for investment, at cost               6,848            6,8483,640            3,640
Investment in joint venture                            7,523            7,4127,543            7,521
Goodwill                                               1,087            1,087
Unrealized rents                                       4,022            3,6044,298            4,155
Other assets                                           4,215            3,7574,682            4,362
                                                     -------          -------
Total assets                                        $272,352          266,390

Liabilities and Shareholders' Equity$276,694          275,705
                                                     =======          =======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Accounts payable                                   $  5,225            3,9485,003            5,266
 Deferred income taxes                                    58               58
 Federal and state income taxes payable                  939634                -
 Accrued payroll and benefits                          4,421            4,9923,781            5,164
 Accrued insurance                                     2,986            3,3031,968            3,249
 Accrued liabilities, other                            634            1,0531,040            1,189
 Long-term debt due within one year                    5,152            4,902
 Liabilities of discontinued operations                   20               345,327            5,239
                                                      ------          -------
  Total current liabilities                           19,377           18,23217,811           20,165
                                                      ------          -------

Long-term debt, less current portion                  58,474           62,37055,766           57,131
Deferred income taxes                                 17,939           16,91918,643           18,199
Accrued insurance                                      2,071            2,5481,659            1,659
Other liabilities                                      1,989            1,8743,907            3,833
Commitments and contingencies (Note 8)
Shareholders' equity:
 Preferred stock, no par value;
  5,000,000 shares authorized; none issued                 -                -
 Common stock, $.10 par value;
  25,000,000 shares authorized,
  9,383,1569,502,720 and 9,288,0239,440,620 shares issued
  and outstanding, respectively                          938              929950              944
 Capital in excess of par value                       40,686           38,84542,794           41,539
 Retained earnings                                   130,847          124,642135,132          132,203
 Accumulated other comprehensive income, net              31               3132               32
                                                     -------          -------
  Total shareholders' equity                         172,502          164,447178,908          174,718
                                                     -------          -------
Total liabilities and shareholders' equity          $272,352          266,390$276,694          275,705
                                                     =======          =======
See accompanying notes.





                  PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands except per share amounts)
                                    (Unaudited)
                                         THREE MONTHS
                                       NINE MONTHS
                                          ENDED JUNE 30,      ENDED JUNE 30,DECEMBER 31,
                                       ------------------
                                          2012      2011
                                          2012      2011
Revenues:----      ----
REVENUES:
  Transportation                       $26,907    26,182    77,197    72,209$26,639    24,841
  Mining royalty land                    1,101     1,180     3,103     3,1931,331       977
  Developed property rentals             5,022     4,585    14,415    13,3985,087     4,541
                                        ------    ------
Total revenues                          33,030    31,947    94,715    88,800

Cost of operations:33,057    30,359

COST OF OPERATIONS:
  Transportation                        24,621    23,738    71,678    65,77524,842    23,398
  Mining royalty land                      307       334       923     1,025308       293
  Developed property rentals             3,117     3,267     9,620     9,9123,236     3,162
  Unallocated corporate                    94       167       945     1,275263       292
                                        ------    -------
Total cost of operations                28,139    27,506    83,166    77,987

Operating profit:28,649    27,145

OPERATING PROFIT:
  Transportation                         2,286     2,444     5,519     6,4341,797     1,443
  Mining royalty land                    794       846     2,180     2,1681,023       684
  Developed property rentals             1,905     1,318     4,795     3,4861,851     1,379
  Unallocated corporate                   (94)     (167)     (945)   (1,275)(263)     (292)
                                        ------    ------
 Total operating profit                  4,891     4,441    11,549    10,8134,408     3,214

Gain on termination of sale contract         -     -     1,039
Gain on investment land sold             1,116         -
Interest income and other                   (expense)
 income, net                               (10)       70        11       27132         9
Equity in loss of joint venture             -       (14)       (8)       (16)(7)
Interest expense                          (537)     (789)   (2,135)   (2,533)(428)     (804)
                                        ------    ------

Income before income taxes               4,344     3,708    10,456     8,5355,120     3,451
Provision for income taxes              (1,668)   (1,349)   (4,016)   (3,203)
Income from continuing operations        2,676     2,359     6,440     5,332

Income(1,997)   (1,326)
                                        ------    ------
INCOME FROM CONTINUING OPERATIONS        3,123     2,125

Loss from discontinued
 operations, net                             8        20        11     5,125

Net income-       (1)
                                       -------   ------

NET INCOME                            $  2,684     2,379     6,451    10,457

Comprehensive Income3,123     2,124
                                       =======    ======

COMPREHENSIVE INCOME                  $  2,684   $ 2,379   $ 6,451   $10,457

Earnings per common share:3,123     2,124
                                       =======    ======

EARNINGS PER COMMON SHARE:
 Income from continuing operations -
  Basic                               $    .29       .25       .69       .57.33       .23
  Diluted                             $    .28       .25       .68       .56.33       .23
 Discontinued operations (Note 11) -
  Basic                               $      -         .01         -       .56
  Diluted                             $      -         -         -       .55

Net income - basic                    $    .29       .26       .69      1.13.33       .23
Net income - diluted                  $    .28       .25       .68      1.11.33       .23

Number of shares (in thousands)
  used in computing:
  -basic earnings per common share       9,382     9,291     9,341     9,2799,452     9,290
  -diluted earnings per common share     9,482     9,443     9,458     9,4539,549     9,422

See accompanying notes.



                 PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                    NINETHREE MONTHS ENDED JUNE 30,DECEMBER 31, 2012 AND 2011
                                   (In thousands)
                                    (Unaudited)
                                                              2012      2011
                                                              Cash flows from operating activities:----      ----
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                $ 6,451    10,4573,123     2,124
 Adjustments to reconcile net income to net cash
  provided by continuing operating activities:
   Depreciation, depletion and amortization                  9,502     9,1263,271     3,083
   Deferred income taxes                                       498      (813)444         -
   Equity in loss of joint venture                               8         167
   Gain on sale of equipment and property                   (1,639)     (245)
   Income(1,307)   (1,051)
   Loss from discontinued operations, net                        (11)   (5,125)-         1
   Stock-based compensation                                    633       624130       136
   Net changes in operating assets and liabilities:
    Accounts receivable                                        (393)   (1,848)704       234
    Inventory of parts and supplies                           151      (373)(145)      132
    Prepaid expenses and other current assets                  2,842     2,997668       894
    Other assets                                              (1,431)       54(680)     (368)
    Accounts payable and accrued liabilities                (30)      628(3,076)     (870)
    Income taxes payable and receivable                        1,032     2,917634     1,014
    Long-term insurance liabilities and other long-term
     liabilities                                                (362)      15974        30
                                                           -------   -------
Net cash provided by operating activities of
  continuing operations                                      17,251    18,574
Net cash provided by (used in) operating activities of
  discontinued operations                                       10      (605)3,848     5,366
Net cash provided by operating activities 17,261    17,969

Cash flows from investing activities:of
  discontinued operations                                        -         4
                                                           -------   -------
Net cash provided by operating activities                    3,848     5,370
                                                           -------   -------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of transportation group property and equipment    (6,605)   (4,660)(6,787)   (4,789)
 Investments in developed property rentals segment          (7,911)   (8,365)
 Investments in mining royalty land                        (11,039)        -(4,164)   (2,589)
 Investment in joint venture                                   (125)     (114)(32)      (70)
 Proceeds from the sale of property, plant and equipment     1,906       528
 Proceeds received on note for sale of SunBelt                   -     3,9472,202     1,069
                                                           -------   -------
Net cash used in investing activities                       (23,774)   (8,664)

Cash flows from financing activities:(8,781)   (6,379)
                                                           -------   -------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Repayment of long-term debt                                (3,646)   (3,412)(1,277)   (1,195)
 Repurchase of Company Stock                                  (315)   (1,145)(233)     (137)
 Excess tax benefits from exercises of stock options
  and vesting of restricted stock                              452       323407       145
 Exercise of employee stock options                            834       538763       220
                                                           -------   -------

Net cash used in financing activities                         (2,675)   (3,696)

Net increase/(decrease) in cash and cash equivalents        (9,188)    5,609(340)     (967)
                                                           -------   -------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                 (5,273)   (1,976)
Cash and cash equivalents at beginning of period             6,713    21,026
                                                           17,151-------   -------
Cash and cash equivalents at end of the period            $  11,838    22,7601,440    19,050
                                                           =======   =======

The  Company  recorded  non-cash  transactions  in fiscal 2012 for  a $2,250  receivable on previously
capitalized  real  estate  taxes  on the Anacostia property of $31 and $2,043 in
first quarter fiscal 2011 from an exchange of real estate of $4,941 along
with a related deferred tax liability of $1,7922013 and a $2,053 permanent tax
benefit on the value of donated minerals and aggregates which was recorded
as a $342 receivable and $1,711 deferred tax.2012 respectively.

See accompanying notes.



      PATRIOT  TRANSPORTATION  HOLDING, INC. AND SUBSIDIARIES CONDENSED NOTES TO
                   CONSOLIDATED FINANCIAL STATEMENTS

                              JUNE 30,DECEMBER 31, 2012
                                  (Unaudited)

(1)  Basis of Presentation.BASIS  OF  PRESENTATION. The accompanying consolidated financial statements
include   the   accounts   of  Patriot  Transportation  Holding,  Inc.  and  its
subsidiaries  (the  "Company").  Investment  in  the 50% owned Brooksville Joint
Venture is accounted for under the equity method of accounting. These statements
have  been  prepared in accordance with accounting principles generally accepted
in  the  United  States  of  America  for  interim financial information and the
instructions  to  Form 10-Q and do not include all the information and footnotes
required  by  accounting  principles  generally accepted in the United States of
America  for  complete  financial  statements. In the opinion of management, all
adjustments  (primarily  consisting  of  normal  recurring  accruals) considered
necessary  for a fair statement of the results for the interim periods have been
included. Operating results for the ninethree months ended June 30,December 31, 2012 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  September  30,  2012.2013. The accompanying consolidated financial statements
and  the  information  included  under  the heading "Management's Discussion and
Analysis  of  Financial  Condition  and Results of Operations" should be read in
conjunction  with  the  Company's  consolidated financial statements and related
notes included in the Company's Form 10-K for the year ended September 30, 2011.2012.

(2)  Stock Split.STOCK SPLIT. On December 1, 2010, the boardBoard of directorsDirectors declared a 3-for-1
stock  split  of the Company's common stock in the form of a stock dividend. The
record  date for the split was January 3, 2011 and the new shares were issued on
January  17, 2011. The total authorized shares remained 25 million and par value
of  common  stock  remained unchanged at $.10 per share. All share and per share
information presented has been adjusted to reflect this stock split.

(3)  Recent Accounting Pronouncements.RECENT  ACCOUNTING  PRONOUNCEMENTS.  In  June 2011, accounting guidance was
issued whichthat requires an entity to present the total of comprehensive income, the
components  of  net  income,  and  the  components of other comprehensive income
either  in  a  single  continuous  statement  of  comprehensive income or in two
separate  but  consecutive  statements.  This  guidance eliminates the option to
present the components of other comprehensive income as part of the statement of
equity.  This standard was adopted by the Company on January 1, 2012. As the new
adoption  relates  to  presentation  only, the adoption of this standard did not
have  a  material  effect  on  the  Company's  financial  position or results of
operations.

(4)  Business Segments.BUSINESS  SEGMENTS.  The  Company  operates  in  three  reportable business
segments.  The  Company's  operations  are substantially in the Southeastern and
Mid-Atlantic  states.  The  transportation  segment  hauls  petroleum  and other
liquids  and  dry  bulk  commodities by tank trailers. The Company's real estate
operations  consist  of two reportable segments. The Mining royalty land segment
owns real estate including construction aggregate royalty sites and parcels held
for investment. The Developed property rentals segment acquires, constructs, and
leases   office/warehouse   buildings   primarily   in   the  Baltimore/Northern
Virginia/Washington  area,  and  holds  real  estate  for  future development or
related to its developments.

The  Company's  transportation  and real estate groups operate independently and
have  minimal  shared overhead except for corporate expenses. Corporate expenses
are  allocated  in  fixed  quarterly  amounts  based upon budgeted and estimated
proportionate  cost by segment. Unallocated corporate expenses primarily include
stock compensation and corporate aircraft expenses.

Operating  results  and  certain other financial data for the Company's business
segments are as follows (in thousands):


                                 Three Months ended
                                      Nine months ended
                                      June 30,___            June 30,___December 31,
                                 ----------------------
                                     2012      2011
                                     2012      2011----      ----
Revenues:
   Transportation                $ 26,907    26,182     77,197    72,20926,639    24,841
   Mining royalty land              1,101     1,180      3,103     3,1931,331       977
   Developed property rentals       5,022     4,585     14,415    13,3985,087     4,541
                                   ------    ------
                                 $ 33,030    31,947     94,715    88,80033,057    30,359
                                   ======    ======


Operating profit:
   Transportation                $  2,682     2,834      6,706     7,6032,268     1,838
   Mining royalty land              958       999      2,671     2,6261,199       848
   Developed property rentals       2,150     1,547      5,531     4,1722,115     1,624
   Corporate expenses:
    Allocated to transportation      (396)     (390)    (1,187)   (1,169)(471)     (395)
    Allocated to mining land         (176)     (164)     (153)      (491)     (458)
    Allocated to developed property  (264)     (245)
    (229)      (736)     (686)
    Unallocated                      (94)     (167)      (945)   (1,275)
                                     (899)     (939)    (3,359)   (3,588)(263)     (292)
                                   ------    ------
                                   (1,174)   (1,096)
                                   ------    ------
                                 $  4,891     4,441     11,549    10,8134,408     3,214
                                   ======    ======

Interest expense:
   Mining royalty land           $     11        10         9         29        27
   Developed property rentals         ___527    _  780      2,106     2,506417       794
                                   ------    ------
                                 $    537       789      2,135     2,533428       804
                                   ======    ======


Capital expenditures:
   Transportation                $  1,202     1,501      6,605     4,6606,787     4,789
   Mining royalty land                  11,039         -     11,039         -
   Developed property rentals:
     Capitalized interest             533       345      1,111       928591       294
     Internal labor                   173       190        431       450110       141
     Real estate taxes (a)            243       303     (1,454)      875251    (1,607)
     Other costs                    (b)                2,916     2,517      5,573     6,1123,212     1,718
                                   ------    ------
                                 $ 16,106     4,856     23,305    13,02510,951     5,335
                                   ======    ======


(a)Includes  a $2,250 adjustment related to a$31  and  $2,043  receivable  on previously capitalized real estate
taxes on the Anacostia property for the 9three months ended June 30, 2012.
(b)Net of 1031 exchange of $4,941 for the 3December 31, 2012 and
9 months ending June 30,
2011.December 31, 2011, respectively.


Depreciation, depletion and
amortization:
   Transportation                $  1,690     1,582      5,018     4,6801,753     1,608
   Mining royalty land                 27        29         86        8025        32
   Developed property rentals       1,382     1,300      4,096     3,9171,388     1,341
   Other                              97        54        302       449105       102
                                   ------    ------
                                 $  3,196     2,965      9,502     9,126


                                               June 30,3,271     3,083
                                   ======    ======


                                             December 31,  September 30,
                                                 2012          20112012
                                                 ----          ----
Identifiable net assets
   Transportation                             $ 38,854        39,001
   Discontinued transportation operations          101           11447,293        42,642
   Mining royalty land                          39,469        28,29539,436        39,695
   Developed property rentals                  179,532       175,618186,692       184,358
   Cash items                                    11,838        21,0261,440         6,713
   Unallocated corporate assets                  2,558         2,336
                                              $272,352       266,3901,833         2,297
                                               -------       -------
                                              $276,694       275,705
                                               =======       =======


(5) Long-Term debt.LONG-TERM DEBT. Long-term debt is summarized as follows (in thousands):

                                             June 30,December 31,  September 30,
                                                 2012          20112012
                                                 ----          ----
     5.6% to 8.6% mortgage notes
       due in installments through 2027         63,626        67,27261,093        62,370
     Less portion due within one year            5,152         4,9025,327         5,239
                                                ------        ------
                                              $ 58,474        62,37055,766        57,131
                                                ======        ======

On  December 21, 2012, the Company entered into a modified credit agreement with
Wells  Fargo  Bank, N.A. (the "Credit Agreement"). The Company has a $37,000,000 uncollateralizedCredit Agreement modifies
the  Company's  prior  Amended  and  Restated  Revolving  Credit  Agreement with
three banks, which matures on December 13, 2013.Wachovia  Bank,  National  Association  ("Wachovia"),  Bank  of  America,  N.A.,
SunTrust  Bank,  and  Compass  Bank  dated  as  of November 10, 2004. The RevolverCredit
Agreement  is  for  a 5 year term with a maximum facility amount of $55 million.
The  Credit Agreement provides a revolving credit facility (the "Revolver") with
a  maximum  facility  amount  of  $40  million,  with a $20 million sublimit for
standby  letters of credit, and a term loan facility of $15 million. Wells Fargo
Bank,  N.A.  is  the sole lender under the modified Credit Agreement. The Credit
Agreement  bears  interest at a rate of 1.00% over the selected LIBOR, which may
change  quarterly  based  on  the  Company's ratio of Consolidated Total Debt to
Consolidated  Total  Capital, as defined. A commitment fee of 0.15% per annum is
payable  quarterly  on  the unused portion of the commitment.Revolver portion of the credit
agreement.  The  commitment  fee  may also change quarterly based upon the ratio
described  above.  The RevolverCredit Agreement contains limitations on availabilitycertain conditions, affirmative
financial  covenants and restrictivenegative covenants including limitations on paying cash
dividends.  Letters  of credit in the amount of $8,953,000$9,009,000 were issued under the
Revolver.  As  of June 30,December 31, 2012, $28,047,000$45,991,000 was available for borrowing and
$55,735,000$58,719,000  of consolidated retained earnings would be available for payment of
dividends.  The  Company was in compliance with all covenants as of June
30,December 31,
2012.

The  fair values of the Company's mortgage notes payable were estimated based on
current  rates  available  to  the  Company  for  debt  of  the  same  remaining
maturities.  At  June 30,December  31,  2012, the carrying amount and fair value of such
other long-term debt was $63,626,000$61,093,000 and $67,968,000,$65,892,000, respectively.

(6)  Earnings per share.EARNINGS PER SHARE. The following details the computations of the basic and
diluted  earnings  per  common  share  (dollars  in  thousands, except per share
amounts):

                                        THREE MONTHS
NINE MONTHS
                                       ENDED JUNE 30,     ENDED JUNE 30,DECEMBER 31,
------------------
                                        2012     2011
                                        2012     2011----     ----
Weighted average common shares
 outstanding during the period
 - shares used for basic
 earnings per common share             9,382    9,291     9,341    9,2799,452    9,290

Common shares issuable under
 share based payment plans
 which are potentially dilutive           100      152       117      17497      132
                                       -----    -----

Common shares used for diluted
 earnings per common share             9,482    9,443     9,458    9,4539,549    9,422
                                       =====    =====

Net income                           $ 2,684    2,379     6,451   10,4573,123    2,124
                                       =====    =====

Earnings per common share
 Basic                               $   .29      .26       .69     1.13.33      .23
                                       =====    =====
 Diluted                             $   .28      .25       .68     1.11.33      .23
                                       =====    =====


For  the  three  and nine months  ended June 30,December 31, 2012, 172,060173,240 shares attributable to
outstanding stock options were excluded from the calculation of diluted earnings
per  share  because their inclusion would have been anti-dilutive. For the three
and nine months ended June 30,December 31, 2011, 140,370 and 132,870172,060 shares attributable to outstanding stock
options  were excluded from the calculation of diluted earnings per common share
because their inclusion would have been anti-dilutive.

(7)  Stock-Based Compensation Plans.STOCK-BASED  COMPENSATION  PLANS.  As more fully described in Note 7 to the
Company's notes to the consolidated financial statements in the Company's Annual
Report  on  Form  10-K  for  the  year  ended  September 30, 2011,2012, the Company's
stock-based  compensation  plan  permits  the  grant  of  stock  options,  stock
appreciation  rights, restricted stock awards, restricted stock units, and stock
awards. The number of common shares available for future issuance was 603,560557,380 at
June 30,December 31, 2012.

The   Company   recorded   the  following  stock  compensation  expense  in  its
consolidated statements of income (in thousands):

                                      Three Months ended
                                          Nine months ended
                                            June 30,         June 30,_
                                          2012    2011December 31,
                                          2012    2011
Stock option grants                      $ 86      79     313     290
Annual director stock award                  -       -     320     334
                                            86      79     633     624130     136

A  summary  of  changes in outstanding options is presented below (in thousands,
except share and per share amounts):


                                  Weighted  Weighted   Weighted
                        Number    Average   Average    Average
                        Of        Exercise  Remaining  Grant Date
Options                 Shares    Price     Term (yrs) Fair Value
-------                 -------   --------  ---------  ----------

Outstanding at
 October 1, 2011        606,025     $14.962012        481,210     $17.52       3.8     $ 3,782
  Granted                46,180     $26.20               $   489
  Exercised              70,800     $10.78               $   388
                        -------
Outstanding at
 December 31, 2012      456,590     $19.45       4.5     $ 3,883
Exercisable at
 December 31, 2012      360,578     $17.81       3.5     $ 4,216
  Granted                31,690     $22.25               $   281
  Exercised              96,041     $ 8.68               $   452
  Forfeited               3,000     $ 5.78               $    10
Outstanding at
 June 30, 2012          538,674     $16.56       3.7     $ 4,035
Exercisable at
 June 30, 2012          463,430     $15.13       2.9     $ 3,2382,847
Vested during
 ninethree months ended
 June 30,December 31, 2012       30,77420,612                          $   319199

The aggregate intrinsic value of exercisable in-the-money options was $4,243,000$3,910,000
and  the  aggregate  intrinsic value of all outstanding in-the-
moneyin-the-money options was
$4,274,000$4,213,000 based on the market closing price of $23.53$28.43 on June 29,December 31, 2012 less
exercise  prices. Gains of $1,235,000$1,050,000 were realized by option holders during the
ninethree  months  ended  June 30,December  31,  2012. The realized tax benefit from options
exercised  for  the  ninethree  months  ended  June 30,December 31, 2012 was $474,000.$407,000. Total
compensation  cost of options granted but not yet vested as of June 30,December 31, 2012
was  $665,000,$956,000, which is expected to be recognized over a weighted-average period
of 2.73.7 years.

(8)  Contingent liabilities.CONTINGENT  LIABILITIES. Certain of the Company's subsidiaries are involved
in  litigation  on  a  number of matters and are subject to certain claims which
arise  in  the  normal  course  of  business.  The  Company has retained certain
self-insurance  risks  with  respect  to  losses  for  third party liability and
property  damage.  There is a reasonable possibility that the Company's estimate
of  vehicle  and  workers'  compensation liability for the transportation group or discontinued operations may be
understated  or  overstated  but  the  possible  range can not be estimated. The
liability at any point in time depends upon the relative ages and amounts of the
individual  open claims. In the opinion of management, none of these matters are
expected  to  have  a  material  adverse  effect  on  the Company's consolidated
financial condition, results of operations or cash flows.

(9) Concentrations.CONCENTRATIONS. The transportation segment primarily serves customers in the
industries  in the Southeastern U.S. Significant economic disruption or downturn
in  this  geographic  region or these industries could have an adverse effect on
our financial statements.

During  the  first ninethree months of fiscal 2012,2013, the transportation segment's ten
largest  customers  accounted  for  approximately  53.4%55.8%  of  the transportation
segment's   revenue.   One  of  these  customers  accounted  for  19.2%21.0%  of  the
transportation  segment's  revenue. The loss of any one of these customers would
have an adverse effect on the Company's revenues and income. Accounts receivable
from  the  transportation  segment's  ten  largest  customers was $3,068,000$3,464,000 and
$3,115,000$2,988,000 at June 30,December 31, 2012 and September 30, 20112012 respectively.

The  mining  royalty land segment has one lessee that accounted for 76.0%73.9% of the
segment's revenues and $147,000$151,000 of accounts receivable at June 30,December 31, 2012. The
loss of this customer would have an adverse effect on the segment.

The  Company  places  its  cash  and  cash  equivalents with high credit quality
institutions. At times, such amounts may exceed FDIC limits.

(10)  Fair Value Measurements.FAIR  VALUE MEASUREMENTS. Fair value is defined as the price that would be
received  to  sell  an  asset  or  paid  to  transfer  a liability in an orderly
transaction  between market participants at the measurement date. The fair value
hierarchy  prioritizes  the  inputs to valuation techniques used to measure fair
value  into three broad levels. Level 1 means the use of quoted prices in active
markets  for  identical  assets  or liabilities. Level 2 means the use of values
that  are  derived  principally  from or corroborated by observable market data.
Level  3  means  the  use of inputs that are unobservable and significant to the
overall fair value measurement.

As  of  June 30,December  31,  2012 the Company had no assets or liabilities measured at
fair value on a recurring basis or non-recurring basis.  During fiscal
2011 the corporate aircraft was placed back into service and depreciation
was recommenced.  Prior to that it was recorded at fair value based on
level 2 inputs for similar assets in the current market on a non-
recurring basis as it was deemed to be other-than-temporarily impaired.
The first quarter of fiscal 2011 included $300,000 for the impairment to
estimated fair value of the corporate aircraft.

The fair value of all other financial instruments with the exception of mortgage
notes  (see Note 5) approximates the carrying value due to the short-term nature
of such instruments.

(11)  Discontinued operations.DISCONTINUED  OPERATIONS.  In  August  2009,  the Company sold its flatbed
trucking  company, SunBelt Transport, Inc. ("SunBelt"). Under the agreement, the
Buyer  purchased  all  of  SunBelt's  tractors  and trailers, leased the SunBelt
terminal facilities in Jacksonville, Florida for 36 months at a rental of $5,000
per  month  and leased the terminal facilities in South Pittsburg, Tennessee for
60  months  at  a  rental  of  $5,000  per  month with an option to purchase the
Tennessee  facilities  at  the  end  of  the  lease for payment of an additional
$100,000.  The  South  Pittsburg  lease  was  recorded  as  a sale under bargain
purchase  accounting.  The purchase price received for the tractors and trailers
and  inventories  was a $1 million cash payment and the delivery of a Promissory
Note  requiring  60  monthly payments of $130,000 each including interest at 7%,
secured  by  the  assets  of the business conveyed. As of September 30, 2011 the
note  receivable  was  fully paid and the option to purchase the South Pittsburg
facility  was  completed.  The  Company retained all pre-closing receivables and
liabilities.

SunBelt has been accounted for as discontinued operations in accordance with ASC
Topic 205-20 Presentation of Financial Statements - Discontinued Operations. All
periods presented have been restated accordingly.

In December 2010, a subsidiary of the Company, Florida Rock Properties,
Inc., closed a bargain sale of approximately 1,777 acres of land in
Caroline County, Virginia, to the Commonwealth of Virginia, Board of Game
and Inland Fisheries.  The purchase price for the property was
$5,200,000, subject to certain deductions.  The Company also donated
$5,599,000 primarily for the value of minerals and aggregates and
recognized a $2,126,000 permanent tax benefit.  The $2,126,000 permanent
tax benefit was recorded to income taxes receivable for $303,000 and
offset to long-term deferred tax liabilities of $1,823,000.  Actual
realization of the $1,823,000 in deferred taxes will depend on taxable
income, income tax rates, and income tax regulations over the 5 year
carry forward period.  The Company's book value of the property was
$276,000.

A summary of discontinued operations is as follows (in thousands):


                                     Three months
                                   Nine months
                                    Ended June 30,  Ended June 30,December 31,
                                   ------------------
                                      2012    2011
                                      2012    2011----    ----

Revenue                             $    -      15      15      45      45
Operating expenses                       2     (18)     27    (278)-      16
Gain on sale before taxes                -       -
                                     -   4,665
Income before income taxes          $   13      33      18   4,988
Permanent tax benefit                    -       -       -   2,053
Provision for income taxes              (5)    (13)     (7) (1,916)
Income from discontinued operations $    8      20      11   5,125


The amounts included in the above totals for the bargain sale is as
follows (in thousands):

                                      Three months     Nine months
                                    Ended June 30,  Ended June 30,
                                      2012    2011    2012    2011

Revenue                             $    -       -       -       -
Operating expenses                       -       -       -       -
Gain on sale before taxes                -       -       -   4,665-----   -----
Income before income taxes          $    -      -       -   4,665(1)
Permanent tax benefit                    -       -       -   2,053
Provision for income taxes               -       -
                                     -  (1,792)
Income-----   -----
Loss from discontinued operations   $    -      -       -   4,926




The components(1)
                                     =====   =====


(12) REAL ESTATE HELD FOR SALE.

In  September  2012  the Company received a non-binding letter of intent to sell
phase  1  of  the  balance sheet are as follows:

  		  	                  June 30,     September 30,
				            2012            2011

Accounts receivable                     $     -               3
DeferredWindlass  Run  Residential  property  located in southeastern
Baltimore County, Maryland. The property is under contract and expected to close
during fiscal 2013 for $7.9 million.

(13)  UNUSUAL  OR  INFREQUENT  ITEMS  IMPACTING  QUARTERLY  RESULTS. Income from
continuing  operations  for  the first quarter of fiscal 2013 included a gain on
the  sale  of the developed property rentals Commonwealth property of $1,116,000
before income taxes                         2               4
Property and equipment, net                  99             107
Assetstaxes. The book value of discontinued operations       $   101             114

Accrued payroll and benefits                  2               2
Accrued liabilities, other                    -               3
Insurance liabilities                        18              29
Liabilities of discontinued operations  $    20              34



(12) Unusual or Infrequent Items Impacting Quarterly Results.the property was $723,000.

Income  from continuing operations for the first quarter of fiscal 2012 included
a gain on termination of sale contract in the amount of $1,039,000 before income
taxes  for  the receipt of non-refundable deposits related to the termination of
an agreement to sell the Company's Windlass Run Residential property

Discontinued operations, netproperty.

Accrued  insurance  liabilities  decreased  $1,281,000 during the quarter ending
December  31,  2012 due to payments to our new insurer under a captive agreement
along  with  payment in settlement of three unusually large prior year liability
and  health claims. Payments under the captive agreement are for the first quarterfiscal 2013
year-to-date  loss fund as estimated in advance using actuarial methodology. The
captive  agreement provides that we will share in the underwriting results, good
or  bad,  within  a  $250,000 per occurrence layer of fiscal 2011
included a book gain on the exchange of property of $4,926,000 after tax
(see note 11).loss through retrospective
premium adjustments.


ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Overview  -  Patriot  Transportation  Holding,  Inc.  (the Company) is a holding
company engaged in the transportation and real estate businesses.

The  Company's  transportation  business,  Florida  Rock  &  Tank Lines, Inc. is
engaged   in  hauling  primarily  petroleum  and  other  liquids  and  dry  bulk
commodities in tank trailers.

The  Company's  real  estate  operations consist of two reportable segments. The
Mining  royalty  land  segment owns real estate including construction aggregate
royalty  sites  and  parcels held for investment. The Developed property rentals
segment  acquires,  constructs,  leases,  operates  and leasesmanages office/warehouse
buildings  primarily  in  the  Baltimore/Northern  Virginia/Washington area, and
holds  real  estate  for  future  development  or  related  to its developments.
Substantially  all  of  the  real  estate  operations  are  conducted within the
Southeastern and Mid-Atlantic United States.

On December 1, 2010, the board of directors declared a 3-for-1 stock
split of the Company's common stock in the form of a stock dividend.  The
record date for the split was January 3, 2011 and the new shares were
issued on January 17, 2011.  All share and per share information
presented has been adjusted to reflect this stock split.

The  Company's  operations  are  influenced by a number of external and internal
factors.  External factors include levels of economic and industrial activity in
the  United  States and the Southeast, driver availability and cost, regulations
regarding driver qualifications and hours of service, petroleum product usage in
the  Southeast  which is driven in part by tourism and commercial aviation, fuel
costs,  construction  activity,  aggregates  sales by lessees from the Company's
mining  properties,  interest  rates, market conditions and attendant prices for
casualty   insurance,   demand   for   commercial   warehouse   space   in   the
Baltimore-Washington-Northern  Virginia  area,  and ability to obtain zoning and
entitlements  necessary  for  property  development.  Internal  factors  include
revenue  mix,  capacity  utilization,  auto  and  workers' compensation accident
frequencies  and  severity, other operating factors, administrative costs, group
health  claims  experience,  and  construction costs of new projects. There is a
reasonable  possibility  that  the  Company's  estimate  of vehicle and workers'
compensation  liability  for  the  transportation  group  or discontinued operations may  be understated or
overstated  but  the  possible  range can not be estimated. The liability at any
point  in time depends upon the relative ages and amounts of the individual open
claims.  Financial  results  of  the  Company for any individual quarter are not
necessarily indicative of results to be expected for the year.


Discontinued Operations. In August 2009 the Company sold its flatbed
trucking company, SunBelt Transport, Inc. ("SunBelt").  Under the
agreement, the buyer purchased all of SunBelt's tractors and trailers,
leased the SunBelt terminal facilities in Jacksonville, Florida for 36
months at a rental of $5,000 per month and leased the terminal facilities
in South Pittsburg, Tennessee for 60 months at a rental of $5,000 per
month with an option to purchase the Tennessee facilities at the end of
the lease for payment of an additional $100,000.  The South Pittsburg
lease was recorded as a sale under bargain purchase accounting.  The
purchase price received for the tractors and trailers and inventories was
a $1 million cash payment and the delivery of a Promissory Note requiring
60 monthly payments of $130,000 each including interest at 7%, secured by
the assets of the business conveyed.  As of September 30,COMPARATIVE  RESULTS  OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2012
AND 2011

the note
receivable has been fully paid and the option to purchase the South
Pittsburg facility was completed.  The Company retained all pre-closing
receivables and liabilities.  SunBelt has been accounted for as
discontinued operations in accordance with ASC Topic 205-20 Presentation
of Financial Statements - Discontinued Operations.  All periods presented
have been restated accordingly.

In December 2010, a subsidiary of the Company, Florida Rock Properties,
Inc., closed a bargain sale of approximately 1,777 acres of land in
Caroline County, Virginia, to the Commonwealth of Virginia, Board of Game
and Inland Fisheries.  The purchase price for the property was
$5,200,000, subject to certain deductions.  The Company also donated
$5,599,000 primarily for the value of minerals and aggregates and
recognized a $2,126,000 permanent tax benefit.  The $2,126,000 permanent
tax benefit was recorded to income taxes receivable for $303,000 and
offset to long-term deferred tax liabilities of $1,823,000.  Actual
realization of the $1,823,000 in deferred taxes will depend on taxable
income, income tax rates, and income tax regulations over the 5 year
carry forward period.  The Company's book value of the property was
$276,000.  Caroline County has been accounted for as discontinued
operations in accordance with ASC Topic 205-20 Presentation of Financial
Statements - Discontinued Operations. All periods presented have been
restated accordingly.


Comparative Results of Operations for the Three months ended June 30,
2012 and 2011

Consolidated ResultsCONSOLIDATED  RESULTS  -  Net  income  for  the thirdfirst quarter of fiscal 20122013 was
$2,684,000$3,123,000  compared  to  $2,379,000$2,124,000  for  the  same  period  last year. Diluted
earnings  per  common  share  for  the  thirdfirst  quarter  of fiscal 20122013 were $.28$.33
compared  to $.25$.23 for the same quarter last year. Transportation segment results
were  lowerhigher  due  to  incremental profits on increased health insurance and workers
compensation claim costs along withrevenue, higher vehicle repairs, increased
tire prices, and cost of growth initiatives partially offset by increased gains on
equipment sales and incremental profits onlower than expected health insurance claims partially offset
by  increased  revenues.vehicle  repairs costs, increased site maintenance, and increased
sales,  general  and  administrative expenses. The mining royalty land segment's
results  were lowerhigher due to reduced tons
mined onnew property owned by the Companyroyalties partially offset by reduced
allocation of indirect management company costs to this segment.increased
corporate  expense  allocation. The Developed property rentals segment's results
were higher due to higher occupancy and lower real estate taxes, maintenance costs and professional fees partially offset
by higher allocation of indirect management company
costs.

Transportation Resultshealth insurance claims allocation.



TRANSPORTATION RESULTS
----------------------
                                   Three months ended June 30December 31
                                   ------------------------------
(dollars in thousands)                ___20122012     %      2011     %_
                                   ---------  ---  ---------  ----

Transportation revenue             $ 22,05221,991   83%    20,316   82%    20,806   79%
Fuel surcharges                       4,8554,648   17%     4,525   18%
                                   5,376   21%--------  ----    ------  ----

Revenues                             26,90726,639  100%    26,18224,841  100%

Compensation and benefits             9,3489,434   35%     9,0478,782   35%
Fuel expenses                         6,002   23%     6,256   24%     5,880   24%
Insurance and losses                  2,1751,888    7%     1,995    8%     1,799    7%
Depreciation expense                  1,6421,707    6%     1,5541,575    6%
Other, net                            2,9653,005   11%     2,7652,767   11%
Sales, general & administrative       2,0932,307    9%     2,007    8%     1,927    7%
Allocated corporate expenses            _____396    1%    ___390    1%471    2%       395    2%
Gain on equipment sales                (226)  (1%)       (3)   0%
                                   --------  ----    ------  ----

Cost of operations                   24,621   92%    23,738   91%24,842   93%    23,398   94%
                                   --------  ----    ------  ----

Operating profit                   $  2,286    8%     2,444    9%1,797    7%     1,443    6%
                                   ========  ====    ======  ====


Transportation  segment  revenues were $26,907,000$26,639,000 in the thirdfirst quarter of 2012,2013,
an  increase of $725,000$1,798,000 over the same quarter last year. Revenue miles in the
current quarter were up .4%3.4% compared to the thirdfirst quarter of fiscal 20112012 due to
business growth partially offset by a shorter average
haul length.growth. Revenue per mile increased 2.4%3.8% over the same quarter last year
due  to  rate  increases  a lower average haul length partially offset
by lowerand  higher  fuel  surcharges.  Fuel surcharge revenue
decreased $521,000increased  $123,000  due  to  lowerhigher  fuel  costs andpartially offset by changes to
certain  customer  rates  to  incorporate  fuel  surcharges into base rates. The
average  price paid per gallon of diesel fuel decreasedincreased by $.06$.17 or 1.7%4.7% over the
same  quarter in fiscal 2011.2012. There is a time lag between changes in fuel prices
and  surcharges and often fuel costs change more rapidly than the market indexes
used  to  determine fuel surcharges. Excluding fuel surcharges, revenue per mile
increased 5.6%4.6% over the same quarter last year.

The  Transportation  segment's  cost  of operations was $24,621,000$24,842,000 in the thirdfirst
quarter  of 2012,2013, an increase of $883,000$1,444,000 over the same quarter last year. The
Transportation  segment's  cost  of operations in the thirdfirst quarter of 20122013 as a
percentage  of  revenue  was  92%93%  compared to 91%94% in the thirdfirst quarter of 2011.2012.
Compensation  and  benefits  increased  $301,000$652,000  or  3.3%7.4%  compared to the same
quarter  last  year  primarily  due to a driver pay increase and the increase in
miles  driven. Fuel cost decreasedincreased by $254,000$376,000 due to lowerhigher cost per gallon and
improvedthe  increase  in miles per gallon.driven. Insurance and losses increased $376,000decreased $107,000 compared
to  the  same  quarter  last  year  primarily  due to higher health insurance and workers compensation
claims.  Insurance costs were higher than expected during the third
quarter of 2012 while lower than expected in the same quarter last year.health
insurance  claims. Depreciation expense increased $88,000$132,000 due to more trucks in
service.  Other  expense  increased $200,000$238,000 due to higher vehicle repair costs,
increased  site  maintenance,  increased tire prices and increased miles driven, and growth initiatives
partially offset by higher gains on equipment sales.  Sellingdriven.
Sales,  general and administrative costs increased $166,000$300,000 or 8.6%14.9% compared to
the  same quarter last year due to higher staffingseverance costs, increased bonus compensation
and  professional fees. Allocated corporate expenses increased $6,000.


Mining Royalty Land Results$76,000. Gains on
equipment  sales  increased  $223,000  due  to  increased  sales of tractors and
trailers and higher sales value on used equipment.



MINING ROYALTY LAND RESULTS
---------------------------

                                   Three months ended June 30December 31
                                   ------------------------------
(dollars in thousands)                ___20122012     %      2011     %_%
                                   ---------  ---  ---------  ----

Mining royalty land revenue        $  1,1011,331  100%       1,180977  100%

Property operating expenses             116   11%       113112    8%        99   10%
Depreciation and depletion               2725    2%        30    2%32    3%
Management Company indirect              -(5)   0%        38    3%(2)   0%
Allocated corporate expense             176   13%       164   15%       153   13%17%
                                    -------  ----    ------  ----

Cost of operations                      307   28%       334   28%308   23%       293   30%
                                    -------  ----    ------  ----

Operating profit                   $  794   72%       846   72%1,023   77%       684   70%
                                    =======  ====    ======  ====

Mining  royalty  land segment revenues for the thirdfirst quarter of fiscal 20122013 were
$1,101,000, a decrease$1,331,000, an increase of $79,000$354,000 or

6.7%36.2%  over  the same quarter last year due to reducednew property royalties and higher
tons mined on property owned by the Company partially
offset by royalties on new mining property.mined.

The  mining  royalty land segment's cost of operations was $307,000$308,000 in the thirdfirst
quarter  of  2012, a decrease2013,  an  increase  of $27,000$15,000 over the same quarter last year due
primarily to reduced allocation of indirect management company
costs to this segment.  Allocatedthe $12,000 increase in allocated corporate expenses increased $11,000.


Developed Property Rentals Resultsexpenses.



DEVELOPED PROPERTY RENTALS RESULTS
----------------------------------

                                   Three months ended June 30December 31
                                   ------------------------------
(dollars in thousands)                ___20122012     %      2011     %_%
                                   ---------  ---  ---------  ----

Developed property rentals revenue $  5,0225,087  100%     4,5854,541  100%

Property operating expenses           1,079   21%     1,392   30%1,117   22%     1,216   27%
Depreciation and amortization         1,3821,430   28%     1,300   28%1,341   30%
Management Company indirect             411    8%       346425    9%       360    8%
Allocated corporate expense             264    5%       245    5%
                                    229    5%-------  ----    ------  ----

Cost of operations                    3,117   62%     3,267   71%3,236   64%     3,162   70%
                                    -------  ----    ------  ----

Operating profit                   $  1,905   38%     1,318   29%1,851   36%     1,379   30%
                                   ========  ====    ======  ====

Developed property rentals segment revenues for the thirdfirst quarter of fiscal 20122013
were  $5,022,000,$5,087,000,  an  increase  of  $437,000$546,000  or 9.5%12.0% due to higher occupancy.
Occupancy  at  June 30,December  31, 2012 was 87.0%86.2% as compared to 82.2%82.8% at June 30,December 31,
2011.

Developed  property  rentals  segment's cost of operations was $3,117,000$3,236,000 in the
thirdfirst quarter of 2012, a decrease2013, an increase of $150,000$74,000 or 4.6%2.3% over the same quarter last
year.  Property  operating  expenses decreased $313,000$99,000 due to lower real estate taxes, maintenance costs and professional
fees.  Depreciation  and  amortization increased $82,000$89,000 primarily due to tenant
improvements.   Management   Company   indirect   expenses  (excluding  internal
allocations  for  lease  related  property  management  and  construction  fees)
increased  $65,000  due  to  increased allocation to this segment and growth initiatives.higher health insurance claims. Allocated corporate
expenses increased $16,000.

Consolidated Results

Operating Profit$19,000.

CONSOLIDATED RESULTS

OPERATING  PROFIT  -  Consolidated  operating profit was $4,891,000$4,408,000 in the thirdfirst
quarter  of  fiscal  2012,2013,  an  increase  of  $450,000$1,194,000  or  10.1%37.1%  compared to
$4,441,000$3,214,000  in the same period last year. Operating profit in the transportation
segment  decreased $158,000increased  $354,000  or  6.5% primarily24.5%  due to incremental profits on increased
health insurance and workers compensation claim costs along
withrevenue,  higher vehicle repairs, increased tire prices, and cost of growth
initiatives partially offset by increased  gains  on  equipment  sales  and  incremental profits onlower  than  expected health
insurance  claims partially offset by increased revenues.vehicle repairs costs, increased
site  maintenance,  and  increased  sales,  general and administrative expenses.
Operating  profit in the mining royalty land segment decreased $52,000increased $339,000 or 6.1%49.6%
due  to  reduced tons
mined onnew  property owned by the Companyroyalties partially offset by reduced
allocation of indirect management company costs to this segment.increased corporate expense
allocation. Operating profit in the Developed property rentals segment increased
$587,000$472,000  or 44.5%34.2% due to higher occupancy and lower real estate taxes,
maintenance costs and professional fees partially
offset  by  higher  allocation of indirect management company costs.health  insurance  claims allocation. Consolidated operating
profit includes corporate expenses not allocated to any segment in the amount of
$94,000$263,000  in the thirdfirst quarter of fiscal 2012,2013, a decrease of $73,000$29,000 compared to
the same period last year.

Interest income and other (expense) income, netGAIN ON TERMINATION OF SALE CONTRACT - Interest income and
other (expense) income, net decreased $80,000 over the sameFirst quarter last
year due to the prepayment of notes receivable from the sale of SunBelt
Transport.

Interest expense - Interest expense decreased $252,000 over the same
quarter last year due to declining mortgage interest expense and higher
capitalized interest.

Income taxes - Income tax expense increased $319,000 over the same
quarter last year due to higher earnings from continuing operations and a
lower than usual tax rate in the same quarter last year caused by tax
credits and reductions in uncertain tax positions.

Income from continuing operations - Income from continuing operations was
$2,676,000 or $.28 per diluted share in the third quarter of fiscal 2012,
an increase of 13.4% compared to $2,359,000 or $.25 per diluted share for
the same period last year.  The $317,000 increase was primarily due to
the $636,000 increase in operating profits offset by higher income taxes.

Discontinued operations - The after tax income from discontinued
operations for the third quarter of fiscal 2012 was $8,000 versus income
of $20,000 for the same period last year.  Diluted earnings per share on
discontinued operations for the third quarter of fiscal 2012 and fiscal
2011 was $.00.  The discontinued operations results are primarily due to
SunBelt Transport, Inc. risk reserve adjustments.

Net income - Net income for the third quarter of fiscal 2012 was
$2,684,000 compared to $2,379,000 for the same period last year.  Diluted
earnings per common share for the third quarter of fiscal 2012 were $.28
compared to $.25 for the same quarter last year. Transportation segment
results were lower due to increased health insurance and workers
compensation claim costs along with higher vehicle repairs, increased
tire prices, and cost of growth initiatives partially offset by increased
gains on equipment sales and incremental profits on increased revenues.
The mining royalty land segment's results were lower due to reduced tons
mined on property owned by the Company partially offset by reduced
allocation of indirect management company costs to this segment.  The
Developed property rentals segment's results were higher due to higher
occupancy, lower real estate taxes, maintenance costs and professional
fees partially offset by higher allocation of indirect management company
costs.


Comparative Results of Operations for the Nine months ended June 30,
2012 and 2011

Consolidated Results - Net income for the first nine months of fiscal
2012 was $6,451,000 compared to $10,457,000 for the same period last
year.  Diluted earnings per common share for the first nine months of
fiscal 2012 were $.68 compared to $1.11 in the first nine months of
fiscal 2011.  Income from continuing operations increased $1,108,000
primarily due to a gain of $1,039,000 on the receipt of non-refundable
deposits related to the termination of an agreement to sell the Company's
Windlass Run Residential property.  Income from discontinued operations
favorably impacted net income in fiscal 2011 due to a book gain on the
exchange of property of $4,926,000 after tax or $.52 per diluted share.
Transportation segment results were lower due to increased workers
compensation and health insurance claims along with a rise in fuel costs,
higher vehicle repairs, increased tire prices and cost of growth
initiatives partially offset by higher gains on equipment sales and
incremental profits on increased revenues.  The mining royalty land
segment's results were higher due to reduced allocation of indirect
management company costs to this segment.  The Developed property rentals
segment's results were higher due to higher occupancy and lower real
estate taxes partially offset by higher maintenance costs and
professional fees.


Transportation Results
                                     Nine months ended June 30
(dollars in thousands)             ___2012     %      2011     %_

Transportation revenue             $ 63,024   82%    59,315   82%
Fuel surcharges                      14,173   18%    12,894   18%

Revenues                             77,197  100%    72,209  100%

Compensation and benefits            27,410   36%    25,961   36%
Fuel expenses                        18,098   23%    16,383   23%
Insurance and losses                  5,771    7%     4,685    6%
Depreciation expense                  4,894    6%     4,595    6%
Other, net                            8,135   11%     7,172   10%
Sales, general & administrative       6,183    8%     5,810    8%
Allocated corporate expenses       ___1,187    2%    _1,169    2%

Cost of operations                   71,678   93%    65,775   91%

Operating profit                   $  5,519    7%     6,434    9%


Transportation segment revenues were $77,197,000 in the first nine months
of fiscal 2012, an increase of $4,988,000 over the same period last year.
 Revenue miles in the first nine months of fiscal 2012 were up 2.8%
compared to the first nine months of fiscal 2011 due to business growth
and a slightly longer average haul length.  Revenue per mile increased
4.2% over the period last year due to rate increases and higher fuel
surcharges.  Fuel surcharge revenue increased $1,279,000 due to higher
fuel costs partially offset by changes to certain customer rates to
incorporate fuel surcharges into base rates.  The average price paid per
gallon of diesel fuel increased by $.26 or 7.7% over the same period in
fiscal 2011.  There is a time lag between changes in fuel prices and
surcharges and often fuel costs change more rapidly than the market
indexes used to determine fuel surcharges.  Excluding fuel surcharges,
revenue per mile increased 3.4% over the same quarter last year.

The Transportation segment's cost of operations was $71,678,000 in the
first nine months of fiscal 2012, an increase of $5,903,000 over the same
period last year.  The Transportation segment's cost of operations in the
first nine months of fiscal 2012 as a percentage of revenue was 93%
compared to 91% in the first nine months of fiscal 2011.  Compensation
and benefits increased $1,449,000 or 5.6% compared to the same period
last year primarily due to a driver pay increase, the increase in miles
driven and expenses associated with increased driver hiring.  Fuel cost
increased by $1,715,000 due to higher cost per gallon. Insurance and
losses increased $1,086,000 compared to the same period last year
primarily due to lower than expected workers compensation and health
insurance claims in the same period last year.  Depreciation expense
increased $299,000 due to more trucks in service. Other expense increased
$963,000 due to higher vehicle repair costs, increased tire prices,
increased miles driven, and growth initiatives partially offset by higher
gains on equipment sales.  Selling general and administrative costs
increased $373,000 compared to the same period last year due to higher
staffing and professional fees.  Allocated corporate expenses increased
$18,000.


Mining Royalty Land Results

                                     Nine months ended June 30
(dollars in thousands)             ___2012     %      2011     %_

Mining royalty land revenue        $  3,103  100%     3,193  100%

Property operating expenses             345   11%       370   12%
Depreciation and depletion               86    3%        81    2%
Management Company indirect               1    0%       116    4%
Allocated corporate expense             491   16%       458   14%

Cost of operations                      923   30%     1,025   32%

Operating profit                   $  2,180   70%     2,168   68%


Mining royalty land segment revenues for the first nine months of fiscal
2012 were $3,103,000, a decrease of $90,000 or 2.8% over the same period
last year, due to a shift in production at two locations reducing the
share of mining on the property owned by the Company partially offset by
new property royalties and higher timber sales.

The mining royalty land segment's cost of operations was $923,000 in the
first nine months of fiscal 2012, a decrease of $102,000 over the same
period last year due primarily to reduced allocation of indirect
management company costs to this segment.  Allocated corporate expenses
increased $33,000.


Developed Property Rentals Results

                                     Nine months ended June 30
(dollars in thousands)             ___2012     %      2011     %_

Developed property rentals revenue $ 14,415  100%    13,398  100%

Property operating expenses           3,523   25%     4,264   32%
Depreciation and amortization         4,096   28%     3,917   29%
Management Company indirect           1,265    9%     1,045    8%
Allocated corporate expense             736    5%       686    5%

Cost of operations                    9,620   67%     9,912   74%

Operating profit                   $  4,795   33%     3,486   26%


Developed property rentals segment revenues for the first nine months of
fiscal 2012 were $14,415,000, an increase of $1,017,000 or 7.6% due to
higher occupancy.  Occupancy at June 30, 2012 was 87.0% as compared to
82.2% at June 30, 2011.

Developed property segment's cost of operations was $9,620,000 in the
first nine months of fiscal 2012, a decrease of $292,000 or 2.9% over the
same period last year.  Property operating expenses decreased $741,000
due to lower real estate taxes and snow removal costs partially offset by
higher maintenance costs and professional fees.  Depreciation and
amortization increased $179,000 primarily due to tenant improvements.
Management Company indirect expenses (excluding internal allocations for
lease related property management fees) increased $220,000 due to
increased allocation to this segment and growth initiatives.  Allocated
corporate expenses increased $50,000.


Consolidated Results

Operating Profit - Consolidated operating profit was $11,549,000 in the
first nine months of fiscal 2012, an increase of $736,000 or 6.8%
compared to $10,813,000 in the same period last year.  Operating profit
in the transportation segment decreased $915,000 or 14.2% primarily due
to increased workers compensation and health insurance claims along with
an increase in fuel costs, higher vehicle repairs, increased tire prices
and cost of growth initiatives partially offset by higher gains on
equipment sales and incremental profits on increased revenues.  Operating
profit in the mining royalty land segment increased $12,000 or .6%
primarily due to reduced allocation of indirect management company costs
to this segment.  Operating profit in the Developed property rentals
segment increased $1,309,000 or 37.6% due to higher occupancy and lower
real estate taxes partially offset by increased maintenance costs and
professional fees.  Consolidated operating profit includes corporate
expenses not allocated to any segment in the amount of $945,000 in the
first nine months of fiscal 2012, a decrease of $330,000 compared to the
same period last year which included an adjustment to the fair value of
the corporate aircraft of $300,000.

Gain on termination of sale contract - The first nine months of fiscal 2012 includes a gain
of  $1,039,000  on  the  receipt  of  non-refundable  deposits  related  to  the
termination  of  an  agreement  to  sell  the Company's Windlass Run Residential
property.

GAIN  ON  INVESTMENT  LAND  SOLD  -  Gain  on investment land sold for the first
quarter  of  fiscal  2013  included a gain on the sale of the developed property
rentals  Commonwealth property of $1,116,000 before income taxes. The book value
of the property was $723,000.

Interest  income  and  other  (expense)  income, net - Interest income and other
(expense)  income,  net  decreased $260,000increased  $23,000  over  the  same  periodquarter  last year
primarily  due to funds received in consideration for the prepaymentconveyance of notes receivable from the sale of SunBelt
Transport.easement
property.

Interest  expense  -  Interest  expense decreased $398,000$376,000 over the same periodquarter
last  year  due  to higher capitalized interest and declining mortgage principal
balance.  The  amount  of  interest  expense andcapitalized  on  real estate projects under
development  was  $297,000 higher capitalized interest.

Income taxesthan the same quarter in fiscal 2012 primarily
due to resumed development of Patriot Business Park in April 2012.

INCOME  TAXES - Income tax expense increased $813,000$671,000 over the same periodquarter last
year  due  to  higher  earnings  from continued operations.

Income from continuing operations compared to the same
quarter last year.

INCOME  FROM  CONTINUING  OPERATIONS  -  Income  from  continuing operations was
$6,440,000$3,123,000  or  $.68$.33  per  diluted share in the first nine monthsquarter of fiscal 2012,2013, an
increase  of 20.8%47.0% compared to $5,332,000$2,125,000 or $.56$.23 per diluted share for the same
period  last  year.  The  $1,108,000$998,000  increase was primarily due to a pretax gain of $1,039,000 on the receipt of non-
refundable deposits related to the termination of an agreement to sell
the Company's Windlass Run Residential property.

Discontinued operations$1,669,000
increase in operating profits offset by higher income taxes.

DISCONTINUED  OPERATIONS  -  The after tax incomeloss from discontinued operations for
the  first  nine monthsquarter  of  fiscal  2012  was $11,000 versus
income of $5,125,000 for the same period last year.$1,000. Diluted earnings per share on
discontinued operations for the first nine monthsquarter of fiscal 2013 and fiscal 2012 was
$.00 compared to $.55 in the first nine months of fiscal 2011.  The
first nine months of fiscal 2011 included a book gain on the exchange of
property of $4,926,000 after tax or $.52 per diluted share.

Net income$.00.

NET  INCOME  -  Net  income  for the first nine monthsquarter of fiscal 20122013 was $6,451,000$3,123,000
compared  to  $10,457,000$2,124,000  for  the  same  period last year. Diluted earnings per
common share for the first nine monthsquarter of fiscal 20122013 were $.68$.33 compared to $1.11 in$.23 for
the  first nine months of fiscal 2011.
 Income from continuing operations increased $1,108,000 primarily due to
a gain of $1,039,000 on the receipt of non-refundable deposits related to
the termination of an agreement to sell the Company's Windlass Run
Residential property.  Income from discontinued operations favorably
impacted net income in fiscal 2011 due to a book gain on the exchange of
property of $4,926,000 after tax or $.52 per diluted share.same  quarter  last year. Transportation segment results were lowerhigher due to
incremental  profits  on  increased workers
compensation and health insurance claims along with a rise in fuel costs,
higher vehicle repairs, increased tire prices and cost of growth
initiatives partially offset byrevenue, higher gains on equipment sales and
incremental profits onlower  than  expected  health  insurance  claims  partially  offset by increased
revenues.vehicle  repairs costs, increased site maintenance, and increased sales, general
and  administrative  expenses.  The  mining  royalty land segment's results were
higher  due  to  reduced allocation of indirect
management company costs to this segment.new  property royalties partially offset by increased corporate
expense allocation. The Developed property rentals segment's results were higher
due  to  higher occupancy and lower real
estate taxesprofessional fees partially offset by higher
maintenance costs and
professional fees.


Liquidity and Capital Resources.health insurance claims allocation.

LIQUIDITY  AND CAPITAL RESOURCES. For the first ninethree months of fiscal 2012,2013, the
Company  used  cash provided by operating activities of continuing operations of
$17,251,000,$3,848,000,  proceeds  from  the  sale  of  plant,  property  and  equipment  of
$1,906,000,$2,202,000,  proceeds  from  the exercise of employee stock options of $834,000,$407,000,
excess  tax  benefits  from  the exercise of stock options of $452,000,$763,000, and cash
balances   to   purchase  $6,605,000$6,787,000  in  transportation  equipment,  to  expend
$7,911,000$4,164,000  in  real  estate  development,  to expend $11,039,000 on mining royalty land, to invest $125,000$32,000 in the Brooksville
Joint  Venture,  to  make $3,646,000$1,277,000 scheduled payments on long-term debt and to
repurchase Company stock for $315,000.
 Cash provided by the operating activities of discontinued operations was
$10,000.$233,000. Cash decreased $9,188,000.$5,273,000.

Cash  flows  from operating activities for the first ninethree months of fiscal 20122013
were $708,000$1,522,000 lower than the same period last year primarily due to increased income tax payments.a decrease
in accrued insurance liabilities. Accrued insurance liabilities decreased due to
payments  to  our  new  insurer  under a captive agreement along with payment in
settlement  of  three  unusually  large  prior year liability and health claims.
Payments  under  the captive agreement are for the fiscal 2013 year-to-date loss
fund  as estimated in advance using actuarial methodology. The captive agreement
provides  that  we will share in the underwriting results, good or bad, within a
$250,000 per occurrence layer of loss through retrospective premium adjustments.

Cash  flows  used  in  investing activities for the first ninethree months of fiscal
20122013  were $15,110,000$2,402,000 higher reflecting the increased purchase of transportation
equipment  for  growth  and  replacement  and  the purchase of
mining royalty land of $11,039,000real estate development partially
offset by a pretax gain of $1,039,000$1,116,000 on the receiptsale of non-refundable deposits related to the termination of an agreement to sell the Company's Windlass Run
ResidentialCommonwealth property.

Cash  flows  used  in  financing activities for the first ninethree months of fiscal
20122013  were  $1,021,000$627,000  lower  than  the same period last year due to lower repurchases of Company stock.

In August 2009higher stock
option exercises.

On  December 21, 2012, the Company sold its flatbed trucking company, SunBelt
Transport, Inc. ("SunBelt"entered into a modified credit agreement with
Wells  Fargo  Bank, N.A. (the "Credit Agreement"). The purchase price received forCredit Agreement modifies
the  tractorsCompany's  prior  Amended  and  trailers and inventories was a $1 million cash payment and the
delivery of a Promissory Note requiring 60 monthly payments of $130,000
each including 7% interest, secured by the assets of the business
conveyed.  As of September 30, 2011 the note receivable was fully paid
and the option to purchase the South Pittsburg facility was completed.
The Company retained all pre-closing receivables and liabilities.
SunBelt has been accounted for as discontinued operations.  All periods
presented have been restated accordingly.

In December 2010, a subsidiary of the Company, Florida Rock Properties,
Inc., closed a bargain sale of approximately 1,777 acres of land in
Caroline County, Virginia, to the Commonwealth of Virginia, Board of Game
and Inland Fisheries.  The purchase price for the property was
$5,200,000, subject to certain deductions.  The Company also donated
$5,599,000 primarily for the value of minerals and aggregates and
recognized a $2,126,000 permanent tax benefit.  The $2,126,000 permanent
tax benefit was recorded to income taxes receivable for $303,000 and
offset to long-term deferred tax liabilities of $1,823,000.  Actual
realization of the $1,823,000 in deferred taxes will depend on taxable
income, income tax rates, and income tax regulations over the 5 year
carry forward period.  The Company's book value of the property was
$276,000.  The Caroline County property has been accounted for as a
discontinued operation and all periods presented have been restated
accordingly.  The Company used all the proceeds in a 1031 exchange to
purchase Hollander 95 Business Park in a foreclosure sale auction through
a qualified intermediary.  Hollander 95 Business Park, in Baltimore City,
Maryland, closed on October 22, 2010 by a 1031 intermediary for a
purchase price totaling $5,750,000.  This property consists of an
existing 82,800 square foot warehouse building (33.8% occupied) with an
additional 42 acres of partially developed land with a development
capacity of 490,000 square feet (a mix of warehouse, office, hotel and
flex buildings).

The Company has a $37,000,000 uncollateralizedRestated  Revolving  Credit  Agreement with
three banks, which matures on December 13, 2013.Wachovia  Bank,  National  Association  ("Wachovia"),  Bank  of  America,  N.A.,
SunTrust  Bank,  and  Compass  Bank  dated  as  of November 10, 2004. The RevolverCredit
Agreement  is  for  a 5 year term with a maximum facility amount of $55 million.
The  Credit Agreement provides a revolving credit facility (the "Revolver") with
a  maximum  facility  amount  of  $40  million,  with a $20 million sublimit for
standby  letters  of credit, and a term loan facility of $15 million. The Credit
Agreement  contains  limitations on availabilitycertain  conditions,  affirmative  financial  covenants and
restrictivenegative  covenants  including  limitations on paying cash dividends. Letters of
credit  in  the  amount  of  $8,953,000$9,009,000  were  issued  under the Revolver. As of
June 30,December  31,  2012,  $28,047,000$45,991,000 was available for borrowing and $55,735,000$58,719,000 of
consolidated  retained earnings would be available for payment of dividends. The
Company was in compliance with all covenants as of June 30,December 31, 2012.

The  Company  had  $8,953,000$9,009,000 of irrevocable letters of credit outstanding as of
June 30,December 31, 2012. Most of the letters of credit are irrevocable for a period of
one  year  and  are automatically extended for additional one-year periods until
notice  of  non-renewal  is  received from the issuing bank not less than thirty
days  before the expiration date. These were issued for insurance retentions and
to  guarantee  certain  obligations  to  state  agencies  related to real estate
development.  The  Company  issued  replacement  letters  of  credit through the
Revolver to reduce fees.

The  Board  of  Directors  has authorized Management to repurchase shares of the
Company's  common  stock  from  time  to time as opportunities arise. During the
first  ninethree  months  of  fiscal  20122013  the Company repurchased 15,9088,700 shares for
$315,000.$233,000.  As  of  June 30,December  31,  2012,  $3,915,000$3,682,000  was  authorized  for future
repurchases  of  common  stock.  The  Company  does  not  currently pay any cash
dividends on common stock.

The  Company  has  committed  to  make additional capital contributions of up to
$31,000$130,000  to  Brooksville  Quarry,  LLC  in connection with a joint venture with
Vulcan Materials Company.

While the Company is affected by environmental regulations, such regulations are
not  expected  to  have  a major effect on the Company's capital expenditures or
operating results.

Summary and Outlook.SUMMARY AND OUTLOOK. Transportation segment miles for this year were 2.8%3.4% higher
than last year. The Company continues to succeed in adding drivers and customers
and anticipates increasing segment miles during fiscal 2012.

In May 2012 the Company acquired approximately 1,200 acres near Orlando,
Florida for a purchase price of $11 million.  The Company simultaneously
executed a long-term royalty lease under which it receives a minimum
monthly royalty payment until the tenant receives the necessary permits
and begins mining sand.2013.

Developed  property  rentals  occupancy  has  increased from 79.8%82.8% to 87.0%86.2% over
last fiscal year endDecember  31,  2011  as  the market for new tenants has improved and traffic for
vacant  space  has  increased.  Occupancy at June 30,December 31, 2012 and 2011 included
25,660  square  feet  or  .9%  and  104,226 square feet or 3.4% and 118,156 square feet or 3.9% respectively for
temporary  storage under a less than full market lease rate. The Company has resumed
development  of  Patriot Business Park effective April 1, 2012 due to two recent
developments.  On  February  15,  2012,  the Company signed an agreement to sell
15.18  acres  of land at the site for a purchase price of $4,774,577 which would
result  in  a  profit  on the sale if completed. The Company also entered into a
build  to  suit  lease  signed April 2, 2012, for a 117,600 square foot building
which is currently under construction.

With cap rates at historically low levels we recently consultedsubstantially completed and occupancy is anticipated during the real
estate brokerage firm of Jones, Lang, LaSalle to explore the market value
of our existing office/warehouse portfolio in the investment community.
We similarly consulted Eastdil Secured for a similar estimate of present
market value.  While both valuation estimates were substantially in
excess of book value, the Company has decided not to market the
developed buildings portfolio at this time but to focus on increasing
that value through improved occupancy over the ensuing year.quarter
ending March 31, 2013.

Windlass  Run  Residential  (previously  Bird  River),  located  in southeastern
Baltimore County, Maryland, is a 121 acre tract of land adjacent to and
west of our Windlass
Run  Business Park. The property was rezoned inIn September 2007 to allow for additional density and plans are being
pursued to obtain an appropriate product mix.  In July 2008,2012, the Company entered into an agreementreceived a non-binding letter
of  intent  to  sell the property atfor $18.8 million in two phases. The letter of
intent  to sell the property has been converted into 2 executed contracts with a
purchase pricedue  diligence  period  expiring on February 21, 2013. The contracts contemplate
the  sale of $25,075,000 and closing was scheduled to occurthe phase 1 of the property in the first quarter of
calendar 2012.  The purchaser had placed non-refundable deposits of
$1,000,000 under this contract in escrow.  Preliminary approvalending June 30, 2013 for
the
development as originally contemplated was previously received$7.9 million and the timebalance for any appeals from that approval has expired.  In October 2011 the
purchaser terminated its agreement to purchase the property and released
the $1,000,000 escrow deposit to the company's subsidiary, FRP Bird
River, LLC. along with all permits, engineering work, plans and other
development work product with regards to the property.  The Company
intends to continue to complete the entitlement process for this parcel
of land for residential development and will market it appropriately as
the demand for residential property in this area improves in the future.

In$10.9 million approximately 18 months later.

On  March 30, 2012 the Company entered into a Contribution Agreement with MRP SE
Waterfront  Residential,  LLC.  ("MRP")  to  form a joint venture to develop the
first phase Ionly of the four phase master development known as RiverFront on the
Anacostia  in  Washington,  D.C. The purpose of the Joint Venture is to develop,
own,  lease and ultimately sell an approximately 300,000 square foot residential
apartment  building  (including someapproximately 18,000 square feet of retail) on a
portion  of the roughly 5.82 acres of land owned by FRP
adjacent to the Washington Nationals baseball stadium.acre site. The Contribution Agreement provides that
the  formation  of  the  Joint  Venture  will be subject to customary conditions
precedent, including approval of a planned unit development, zoning modification
and  extension  of  the existing PUD to provide for approximately 300,000 square
feet  of  residential development (including someapproximately 18,000 square feet of
retail)  on  the  Property  in  lieu of 250,000 square feet of commercial office
space  (including  some  retail) as currently approved for phase 1 of the master
development.  If  these  conditions are satisfied, the parties will enter into a
formal  joint  venture  agreement  wherein  the Company will contribute the land
comprising  phase  I  to  the  joint venture in return for approximately a fifty
percent (50%) interest in the venture. MRP will contribute capital of $4,500,000
to  the  joint  venture. MRP will raise any additional equity capital (currently
estimated  to  be $9,000,000,$11,000,000, subject to revision based on various factors) and
obtain  a  nonrecourse  loan  for  the balance of the estimated construction and
lease   up  costs.  At  this  point  the  Company  anticipates  commencement  of
construction  of Phase I in early 2014 with lease up scheduled between late 2015
and all of 2016. On January 14, 2013, the Company received "Final Action" on the
modification  and  extension to the previously approved planned unit development
from  the  District  of  Columbia  Zoning  Commission. The appeal period on this
action will expire in early March 2013.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The  Company  is  exposed to market risk from changes in interest rates. For its
cash  and  cash  equivalents,  a  change in interest rates affects the amount of
interest  income  that  can  be  earned.  For its debt instruments with variable
interest  rates, changes in interest rates affect the amount of interest expense
incurred.  The  Company  prepared  a  sensitivity  analysis of its cash and cash
equivalents to determine the impact of hypothetical changes in interest rates on
the  Company's  results of operations and cash flows. The interest-rate analysis
assumed  a  50 basis point adverse change in interest rates on all cash and cash
equivalents. However, the interest-rate analysis did not consider the effects of
the  reduced level of economic activity that could exist in such an environment.
Based  on  this analysis, management has concluded that a 50 basis point adverse
move  in interest rates on the Company's cash and cash equivalents would have an
immaterial impact on the Company's results of operations and cash flows.

ITEM 4. CONTROLS AND PROCEDURES

The  Company  maintains  disclosure controls and procedures that are designed to
ensure  that information required to be disclosed in the Company's reports under
the  Securities  Exchange  Act  of  1934,  as  amended  (the "Exchange Act"), is
recorded,  processed,  summarized and reported within the time periods specified
in  the  SEC's  rules  and  forms,  and that such information is accumulated and
communicated  to  management,  including  the  Company's Chief Executive Officer
("CEO"),  Chief Financial Officer ("CFO"), and Chief Accounting Officer ("CAO"),
as appropriate, to allow timely decisions regarding required disclosure.

The  Company  also  maintains  a  system  of  internal  accounting controls over
financial  reporting  that  are  designed to provide reasonable assurance to the
Company's  management  and Board of Directors regarding the preparation and fair
presentation of published financial statements.

All  control  systems,  no  matter how well designed, have inherent limitations.
Therefore,  even  those  systems  determined  to  be  effective can provide only
reasonable assurance of achieving the desired control objectives.

As  of  June 30,December  31,  2012,  the  Company,  under  the supervision and with the
participation  of  the  Company's  management,  including  the CEO, CFO and CAO,
carried  out  an  evaluation of the effectiveness of the design and operation of
the  Company's disclosure controls and procedures. Based on this evaluation, the
Company's  CEO, CFO and CAO concluded that the Company's disclosure controls and
procedures  are  effective  in  alerting  them  in  a  timely manner to material
information required to be included in periodic SEC filings.

There  have  been  no  changes in the Company's internal controls over financial
reporting  during  the  first ninethree months that have materially affected, or are
reasonably  likely  to  materially  affect,  the Company's internal control over
financial reporting.


                           PART II. OTHER INFORMATION

ItemITEM 1A.  RISK FACTORS

In  addition  to  the  other  information  set  forth in this report, you should
carefully  consider  the factors discussed in Part I, "Item 1A. Risk Factors" in
our  Annual  Report  on  Form  10-K for the year ended September 30, 2011,2012, which
could materially affect our business, financial condition or future results. The
risks  described in our Annual Report on Form 10-K are not the only risks facing
our  Company.  Additional  risks  and uncertainties not currently known to us or
that we currently deem to be immaterial also may materially adversely affect our
business, financial condition and/or operating results.

ItemITEM 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER

                                      (c)
                                      Total
                                      Number of
                                      Shares       (d)
                                      Purchased    Approximate
             (a)                      As Part of   Dollar Value of
             Total       (b)          Publicly     Shares that May
             Number of   Average      Announced    Yet Be Purchased
             Shares      Price Paid   Plans or     Under the Plans
Period       Purchased   per Share    Programs     or Programs (1)
April------       ---------   ----------   ----------   ---------------
October 1
through
AprilOctober 31           0   $     -             0      $ 3,915,000

November 1
through
November 30          0   $     -             0      $ 4,093,000

May3,915,000

December 1
through
MayDecember 31      8,7758,700   $ 19.9926.76             0      $ 3,917,000

June 1
through
June 30            1203,682,000
             ---------                --------

Total            8,700   $ 20.04             0      $ 3,915,000

Total            8,895   $ 19.9926.76             0

(1)  In December 2003, the Board of Directors authorized management to expend up
to  $6,000,000  to  repurchase shares of the Company's common stock from time to
time  as  opportunities  arise.  On  February  19,  2008, the Board of Directors
authorized  management  to  expend  up to an additional $5,000,000 to repurchase
shares of the Company's common stock from time to time as opportunities arise.

ItemITEM 6.  EXHIBITS

(a)      Exhibits.  The response to this item is submitted as a separate Section
         entitled "Exhibit Index", on page 32.



                           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.

August 1, 2012February 6, 2013           PATRIOT TRANSPORTATION HOLDING, INC.


                           Thompson S. Baker II
                           Thompson S. Baker II
                           President and Chief Executive
                            Officer


                           John  D.  Milton,  Jr.  John  D.  Milton,  Jr.
                           Executive  Vice President, Treasurer,
                            Secretary and Chief Financial Officer


                           John D. Klopfenstein
                           John D. Klopfenstein
                           Controller and Chief
                            Accounting Officer





                       PATRIOT TRANSPORTATION HOLDING, INC.
                 FORM 10-Q FOR THE QUARTER ENDED JUNE 30,DECEMBER 31, 2012
                                  EXHIBIT INDEX


(10)(h)         Amended  and  Restated  Credit Agreement  dated  December  21,
                2012  between  Patriot Transportation Holding,  Inc. as Borrower
                and Wells Fargo Bank, N.A. as lender.  Filed herein.

(10)(r)         Joint Venture Agreement between Florida Rock Properties, Inc.
                and MRP SE Waterfront  Residential,  Inc.,  incorporated  by
                reference to an exhibit filed  with  Form  10-Q  for  the
                quarter  ended March 31, 2012. File No. 000-17554.

(14)            Financial  Code  of  Ethical  Conduct between the Company, Chief
                Executive Officers and Financial Managers, as revised on January
                28,  2004,  which  is  available  on  the  Company's  website at
                www.patriottrans.com.

(31)(a)          Certification of Thompson S. Baker II.
(31)(b)          Certification of John D. Milton, Jr.
(31)(c)          Certification of John D. Klopfenstein.

(32)            Certification   of  Chief  Executive  Officer,  Chief  Financial
                Officer,  and  Chief Accounting Officer under Section 906 of the
                Sarbanes-Oxley Act of 2002.

101.INS         XBRL Instance Document
101.XSD         XBRL Taxonomy Extension Schema
101.CAL         XBRL Taxonomy Extension Calculation Linkbase
101.DEF         XBRL Taxonomy Extension Definition Linkbase
101.LAB         XBRL Taxonomy Extension Label Linkbase
101.PRE         XBRL Taxonomy Extension Presentation Linkbase