Exhibit No. 14


          PATRIOT TRANSPORTATION HOLDING, INC.

           FINANCIAL CODE OF ETHICAL CONDUCT


     Patriot Transportation Holding, Inc. (the "Company") is
committed to adhering to the highest ethical standards with
respect to its financial management and the disclosure of
financial information in connection with the business and
operations of the Company. The Company's Chief Executive
Officer and the Presidents and Chief Executive Officers of
subsidiaries of the Company (the "Chief Executive Officers")
and the financial officers and other financial managers of the
Company and its subsidiaries (the "Financial Managers") play a
critical role in assuring that the Company adheres to these high
ethical standards.  This Financial Code of Ethical Conduct sets
forth principles to which the Chief Executives Officers and the
Financial Managers are expected to adhere and advocate. The
Company intends to enforce vigorously the provisions of this
Code. Violations may lead to disciplinary action, including
dismissal, and may have other legal consequences.

     Accordingly, the Chief Executive Officers and all Financial
Managers, to the best of their knowledge and ability, are
required to:

     1.   Act with honesty and integrity and at all times avoid
          all actual or apparent conflicts of interests between
          his or her personal and business relationships.

     2.   Comply with the conflict of interest and other policies
          and guidelines set forth in any other code of business
          conduct or ethics code adopted by the Company or in the
          Company's Employee Handbook or Policies and Procedures
          Manual.

     3.   Report all potential or apparent conflicts of interest
          to the corporate secretary or general counsel of the
          Company.

     4.   Provide full, fair, accurate, timely and understandable
          disclosure to the President and Chief Financial Officer
          and the Audit Committee of the Company's Board of
          Directors of all material information known to them
          regarding the current or future financial condition or
          financial performance or the business of the Company.

     5.   Promote and help to assure full, fair, accurate timely
          and understandable disclosure in all reports and
          documents that the Company files with the Securities and
          Exchange Commission and in other public communications by
          the Company.

     6.   Comply with all laws, statutes, rules, regulations and
          stock exchange listing standards, to the extent applicable
          to the conduct of their duties and responsibilities.

     7.   In performing their duties and responsibilities, act in
          good faith, with due care, competence and diligence,
          responsibly, without misrepresenting any material fact,
          and without allowing his or her independent judgment to be
          compromised or subordinated.




     8.   Respect the confidentiality of information acquired in
          the course of their work except when authorized or
          otherwise legally obligated to make disclosure and not
          use such confidential information for personal advantage.

     9.   Promptly report all violations of this Code to the
          corporate secretary or general counsel of the Company.

     All persons subject to this Financial Code of Ethical
Conduct may be required to execute a certification affirming that
they have read and agree to comply with the provisions of this
Code.







     I have been given a copy of this Code, have read it and
agree to comply with its provisions.


Date: ___________________        Signed:____________________