EXHIBIT 31.2
                          CERTIFICATIONS

I, Bruce W. Teeters, certify that:

     1. I have reviewed this quarterly report of Consolidated-Tomoka
Land Co.;

     2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;

     3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this report;

     4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
for the Registrant and have:

       (a) Designed such disclosure controls and procedures, or caused
           such disclosure controls and procedures to be designed
           under our supervision, to ensure that material information
           relating to the registrant, including its consolidated
           subsidiaries, is made known to us by others within those
           entities, particularly during the period in which this
           report is being prepared;

       (b) Evaluated the effectiveness of the registrant's disclosure
           controls and procedures and presented in this report our
           conclusions about the effectiveness of the disclosure
           controls and procedures, as of the end of the period
           covered by this report based on such evaluation; and

       (c) Disclosed in this report any change in the registrant's
           internal control over financial reporting that occurred
           during the registrant's most recent fiscal quarter that has
           materially affected, or is reasonably likely to materially
           affect, the registrant's internal control over financial
           reporting; and

     5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors:

       (a) All significant deficiencies and material weaknesses in the
           design or operation of internal control over financial
           reporting which are reasonably likely to adversely affect
           the registrant's ability to record, process, summarize and
           report financial information; and

       (b) Any fraud, whether or not material, that involves
           management or other employees who have a significant role
           in the registrant's internal control over financial
           reporting.

By:   /S/Bruce W. Teeters
      -------------------
      Bruce W. Teeters
      Senior Vice President

Date: May 7, 2004