FRP PROPERTIES, INC.
        155 East 21st Street, Jacksonville, Florida 32206

                            NOTICE OF
                  ANNUAL MEETING OF SHAREHOLDERS



To The Shareholders:

     The Annual Meeting  of Shareholders of FRP  Properties, Inc.
will be  held at  2  o'clock in  the  afternoon, local  time,  on
Wednesday,  February 5,  1997  at  the  general  offices  of  the
Company, 155 East  21st Street, Jacksonville, Florida  32206, for
the following purposes,  as more fully described  in the attached
proxy statement:

     (1)  To elect  four directors  to serve for  a term  of four
          years.

     (2)  To  transact such other  business as may  properly come
          before the meeting or any adjournments thereof.

     Shareholders  of  record   at  the  close  of   business  on
December 9, 1996 are  entitled to vote at said  annual meeting or
any adjournment or adjournments thereof.


                              BY ORDER OF THE BOARD OF DIRECTORS



December 16, 1996                       John R. Mabbett III
                                             Secretary



  TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE
         THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
        ACCOMPANYING ENVELOPE.  IF YOU ATTEND THE MEETING,
         YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.