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

FORM 10-K

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
----- THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994

----- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
---- ----
Commission File Number 0-5556

CONSOLIDATED-TOMOKA LAND CO.
(Exact name of registrant as specified in its charter)

FLORIDA 59-0483700
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

149 South Ridgewood Avenue
Daytona Beach, Florida 32114
----------------------- -----
(Address of principal executive offices) (Zip Code)

Registrant's telephone Number, including area code
(904) 255-7558

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934:

Name of each exchange on
Title of each class which registered
-------------------------- ------------------------
COMMON STOCK, $1 PAR VALUE AMERICAN STOCK EXCHANGE

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT:

NONE
(Title of Class)

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
----- -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
-----
The aggregate market value of the voting stock held by non-affiliates of the
Registrant at March 15, 1995 was approximately $15,608,241.

The number of shares of the Registrant's Common Stock outstanding on March 15,
1995 was 6,261,272.

Portions of the 1994 Annual Report to Stockholders of Registrant are
incorporated by reference in Part II of this report. Portions of the Proxy
Statement of Registrant dated March 31, 1995 are incorporated by reference in
Part III of this report.

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PART I

Item 1. Business

The Company is primarily engaged in the citrus industry and, through
its wholly owned subsidiaries, Indigo Group Inc., Indigo Development Inc., and
Indigo Group Ltd., the real estate industry. Real estate operations include
property leasing, commercial real estate, real estate development, leasing
properties for oil and mineral exploration and the sale of forest products.
See "Business - Real Estate Operations" for further comments regarding
formation of Indigo Group Ltd. The Company also operated in the Resort
industry until July 14, 1994 when the Resort complex at Indigo Lakes was sold.
From time to time, the Company sells unimproved real estate considered surplus
to its operating needs. This latter function is not considered as part of the
Company's ordinary operations and is included in general corporate and other
operations, along with earnings from temporary investments, in the information
below which separate the business segments.

Revenues of each segment are as follows:

Year Ended December 31,
-----------------------------------------
1994 1993 1992
-------- ------- -------
(In Thousands)

$ $ $

Citrus Operations 8,175 10,719 10,714

Real Estate Operations 16,528 15,780 20,185

General Corporate and
Other Operations 4,023 967 1,911
------ ------ ------

Combined 28,726 27,466 32,810
====== ====== ======

Operating Income (Loss) for each segment is as follows:

Year Ended December 31,
--------------------------------------
1994 1993 1992
------- ------ -------
(In Thousands)

$ $ $

Citrus Operations 86 2,286 2,721

Real Estate Operations 9,637 2,184 3,344

General Corporate and
Other Operations 508 ( 2,657) ( 1,298)
----- ------ ------

Combined 10,231 1,813 4,767
====== ====== ======

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Item 1. Business (continued)

Identifiable assets of each segment are as follows:

At December 31,
--------------------------------------------------------
1994 1993 1992
------ ---- -------
(In Thousands)

$ $ $
Citrus Operations 17,349 17,313 16,433

Real Estate Operations 40,813 35,728 38,276

General Corporate and
Other Operations 3,373 5,967 3,055

Net Assets of Discontinued Resort
Operations -- 6,807 7,294
------ ------ ------

Combined 61,535 65,815 65,058
====== ====== ======

Identifiable assets by segment are those assets that are used in each
segment. General corporate assets and those used in the Company's other
operations consist primarily of cash, temporary investments, notes receivable,
and property, plant, and equipment.

CITRUS

Citrus groves. The Company, under the name Lake Placid Groves, owns
and operates approximately 4,200 acres of orange and grapefruit groves located
primarily in three large parcels in Highlands County, Florida. The average age
of grove trees is 19 years, well within the average 45-year productive life.
At December 31, 1994, about 3,000 acres were classified as fruit bearing. The
balance of the acreage has been planted substantially with young trees as part
of the grove renovation discussed below. These groves will become fruit
bearing at the approximate rate of 400 acres per year, over four years,
beginning with 1994-95 crop year. All groves require expenditures chargeable
to production expenses, such as fertilizer, irrigation, and cultivation.

In late 1988, the Company began a grove development project on 1,600
acres east of U. S. Highway 27, fronting on State Road 70, south of Lake
Placid. This project, which included the installation of deep wells and low
pressure micro-jet irrigation systems, was completed in mid-1992. Initial
development work was started on approximately 400 acres of grove in 1989 with
400 additional acres developed in each of the three following years. The land,
which is about one mile from the Company's fresh fruit packing plant, is high
and dry and well suited for growing citrus. The 1992-93 crop year was the
first year any significant fruit was harvested from these groves.

Citrus operations. The Company harvests and sells both fresh and
to-be-processed citrus from its bearing groves. In connection with the groves,
the Company owns and operates an efficient fresh fruit citrus packing plant,
placed in service during the fall of 1969, in which the portion of the crop
which is sold as fresh fruit is packed. Fresh fruit sales are made by the
Company to wholesale produce distributors and retail grocery chains primarily
in the Eastern and Midwestern regions of the United States and Canada. In an
effort to achieve optimum utilization of the packing facility, the Company also
handles the fruit of other growers in the area.

The Company has an agreement in place with Turner Foods, Inc. whereby
the Company processes the portion of Turner's crop being sold on the fresh
market through the Company's packing house. Turner also pays the Company for
delivery of the fruit

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Item 1. Business (continued)

and until August of 1990, was under contract with the Company for the
harvesting of their fruit. The obligations under the agreements can be
terminated by either party on August 31 of each year upon thirty days written
notice. The amounts received by the Company for such services for the years
ended 1994, 1993 and 1992, amounted to $699,423, $329,294, and $798,829,
respectively.

That portion of the Company's citrus crop which is not sold as fresh
fruit is processed by Citrus World Incorporated, an agricultural cooperative
under a participating marketing pool agreement. The agreement is a two year
arrangement which the Company may terminate on October 1 of the second year by
giving written notice sixty days prior to such date. Citrus World, one of the
larger processors of citrus products in the United States, pools its own fruit
with the fruit purchased from the Company and other citrus growers, processes
the pooled fruit, and sells the products produced therefrom. Each participant
in the pool, including Citrus World, shares ratably in the proceeds from the
sales of these products, net of Citrus World's actual processing and marketing
costs, plus a per-unit handling fee. Citrus World makes periodic payments to
all participants on their pro rata share of net sales proceeds and makes final
payment after all the products in the pool have been sold. During the years
1994, 1993, and 1992, the Company's sales under the above pooling agreement
amounted to $2,993,457, $4,086,996, and $2,856,123, respectively.

The percentages of the Company's citrus which are sold as fresh fruit
and which are diverted to the processing plant can vary considerably from year
to year, depending upon fruit size, exterior appearance, and the relative
profitability of the markets. During the crop year ended August 31, 1994,
approximately 43% of the Company's citrus crop was sold as fresh fruit and the
balance was diverted to the cannery, as compared with 45% in the crop year
ended August 31, 1993 and 54% the crop year ended August 31, 1992.

The citrus industry, which is seasonal in nature as are other
agricultural pursuits, is subject to wide fluctuations in income because of
changes in demand, weather conditions, and other economic factors. Also
affecting income are the continuing large amounts of frozen concentrate orange
juice from Brazil which maintains high supply levels and tend to lower selling
prices. The Company's sales of fresh citrus fruit can be affected adversely by
marketing orders issued by the United States Department of Agriculture under
the Agricultural Marketing Agreement Act, which can result in periodic
proration, controlled by grade and size, of interstate shipment of Florida
oranges and grapefruit. Also, tariffs established by the International Tariff
Commission and approved by Congress can impact the cost of importing citrus
products and thus affect the supply and selling prices of processed citrus.
The North American Free Trade Agreement, which was passed in 1994, may also
have an effect on future fruit prices as it is phased in.

RESORT OPERATIONS

During 1994, the Company sold its resort operation known as the Indigo
Lakes Holiday Inn Crowne Plaza Resort located on U. S. Highway 92 in Daytona
Beach, Florida. The Resort had been under a management contract with
Sandcastle Resorts since August 17, 1990. A group associated with Sandcastle
Resorts formed a partnership named Indigo Lakes Resort, Ltd. and purchased the
145-unit inn, 8 separate buildings housing 64 condominium-style units, tennis
courts and pro shop, a conference center, several small meeting rooms, two
swimming pools, and other properties related to those facilities. The 18-hole
championship golf course, fully equipped golf pro shop, restaurant and cocktail
lounge, and a 500-seat banquet and meeting room facility, were sold to The
Fairways Group, L.P.

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Item 1. Business (continued)

On January 4, 1992, the Company had assumed a leasehold interest in a
21,000-square-foot restaurant located adjacent to the Indigo Lakes Holiday Inn
Crowne Plaza Resort. The Resort's food and beverage division operated the
building as a restaurant and lounge for portion of the period from time of
lease until April of 1993, after which it stood empty until the lease with the
Company was terminated in 1994.

The Company owned and operated a 143-unit motel at the intersection of
Interstate Highway 95 and U. S. Highway 92 in Daytona Beach, Florida, under a
License Agreement with Howard Johnson Motor Lodge Inc. until it was sold August
of 1991.

REAL ESTATE OPERATIONS

On April 30, 1987, the Company and The Charles Wayne Group formed The
Charles Wayne Group Ltd. ("CWG LTD."), a Florida limited partnership, to engage
in the development, construction, management, and sale of residential and
commercial real estate properties. The residential real estate assets of the
Company's real estate subsidiaries, along with certain other assets including
near-term developable acreage, comprised the Company's contribution. The
Charles Wayne Group contributed its residential real estate assets, home
building business, commercial real estate properties, and a beneficial interest
in certain real estate brokerage activities.

Until October 1990, the Company, as a limited partner, and its
subsidiary, Charles Wayne Group Inc. as corporate managing general partner,
owned the majority interest (68.43%) in the partnership, while The Charles
Wayne Partners, as the non-managing general partner, owned the remaining
minority interest. The partners of The Charles Wayne Group were the managers
of the partnership's daily operations. On October 19, 1990, the Company
acquired the 31.57% minority interest of CWG LTD. and assumed management of the
major business activities of CWG LTD. In August of 1991 the names of The
Charles Wayne Group Ltd. and The Charles Wayne Group Inc. were changed to
Indigo Group Ltd.("IG LTD") and Indigo Group Inc. ("IG INC"), respectively.

From October of 1990 until December 1993, IG LTD centered its
operations on residential community development, construction, and sales,
operating primarily in four communities. In September of 1993, IG LTD reached
an agreement, effective December 31, 1993, to dispose of its interest in the
following two communities under a lot marketing and sales arrangement:

- Riverwood Plantation, a community of 180 acres in Port Orange,
Florida. Approximately 80% of the lots are sold.

- Woodlake, a community of 62 acres also in Port Orange, Florida,
which was 94% complete when sold.

Six lots remain at the 200-acre Indigo Lakes development in Daytona
Beach, which IG LTD continues to offer for sale. Indigo Lakes also included a
304-unit apartment complex constructed in 1989 by a joint venture between IG
LTD and the Trammel Crow Company. The complex was sold to the mortgage holder
in 1994.

In Highlands County, Florida, IG LTD is developing Tomoka Heights on
180 acres adjacent to Lake Henry. The community is approved for a total of 587
single-family and duplex units now selling in the $89,000 to $135,000 price
range. The development features controlled access and has appeal for active
retired couples. The sales and construction operations are performed by third
parties as of January 1994. At December 31, 1994, there were approximating 175
developable lots remaining to be sold.

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Item 1. Business (continued)

IG LTD. was the developer and builder of two additional communities,
Dunlawton Hills, a 320-dwelling-unit community comprised of sixty acres in Port
Orange, Florida and St. Andrews Highlands at Pelican Bay, a 166-unit golf
course community on 34 acres in Daytona Beach, Florida, until sold out in 1991.

IG LTD. also provided shelter housing contract services to homesite
owners at Palm Coast in Flagler County, approximately twenty-five miles north
of Daytona Beach, Florida. The sales and administrative offices at Palm Coast
were consolidated with Daytona Beach facilities in 1991 due to the weak economy
and extremely competitive market, effectively eliminating the construction
services in Palm Coast. IG LTD. had an inventory of fifty-three fully
developed non-contiguous lots in Palm Coast at December 31, 1994.

In addition to its residential communities, IG LTD. operates and
manages several income properties. The Mariner Village Shopping Center is a
63,000-square-foot neighborhood center located in Spring Hill, Florida.
Mariner's anchor tenants are a Winn Dixie grocery store and an Eckerd drug
store. This property was operated at 91% occupancy during 1994. Mariner Towne
Square is an adjacent 18,000-square-foot facility which was completed in 1989
and as of December 31, 1994 was 93% occupied. Forest Center is a
72,000-square-foot neighborhood shopping center located east of Ocala, Florida.
This facility was 92% leased at December 31, 1994 and has Winn Dixie, Eckerd
drug store and Family Dollar department store as its anchor tenants. During
1993 Winn Dixie expanded its leased space by 10,500 square feet at the Forest
Center location. Another developed commercial property is a
24,000-square-foot office building at Palm Coast. This property was 91% leased
at December 31, 1994. During 1989, IG LTD. also completed construction of a
10,800-square-foot building in Daytona Beach which was leased entirely to a
major insurance company, until sold in December 1992.

Indigo Commercial Realty, a commercial real estate brokerage company
formed in 1991, is the Company's agent in the marketing and management of
commercial properties. Approximately 123 acres of fully developed sites, owned
by Indigo Group Inc. and IG LTD were available for sale at December 31, 1994.
All development and improvement costs have been completed at these sites. All
of these commercial sites are located in the Daytona Beach area. A forty-four
acre commercial office and multi-family development acquired in 1988, in which
IG LTD had a 50% joint venture interest, was sold in 1991. IG LTD. has
discontinued shopping center and office building development, thus these
remaining sites as well as other commercial properties will be sold in an
orderly fashion.

In August of 1989, the Company and IG LTD. reached an agreement in
principle with the Ladies Professional Golf Association ("LPGA") and the City
of Daytona Beach, which calls for planning and development of the site for the
national headquarters of the LPGA along with two championship golf courses to
be developed, owned, and operated by the City of Daytona Beach. A mixed-use
development complimentary to these sports-oriented land uses has been planned
for the adjoining acreage. This development is on approximately 3,900 acres of
Company-owned land in Daytona Beach, plus 500 acres owned by the City of
Daytona Beach immediately west of Interstate 95. The official opening of the
LPGA International golf course occurred in July 1994. In the first quarter of
1994, construction began on the Interstate 95 interchange at LPGA Boulevard,
formerly 11th Street, which is the north and main entrance to the project. The
LPGA has successfully relocated its world headquarters to Daytona Beach and
occupies rental offices owned by Indigo Development Inc. In December of 1994,
the first sale within the development was completed with the closing of 60
acres of residential land located in the northern section of the property.
Sales of homes are anticipated in the Spring of 1995. The second golf course
is in the design and permitting stage and is expected to be under construction
in early 1996.

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Item 1. Business (continued)

Subsurface Interests. The Company owns full or fractional subsurface
oil, gas, and mineral interests in approximately 562,000 "surface" acres of
land owned by others in various parts of Florida, equivalent to approximately
305,000 acres in terms of full interest. The Company leases its interests to
mineral exploration firms whenever possible.

At December 31, 1994, mineral leases were in effect covering a total
of 13,870 surface acres. Although the leases are for five- to ten-year terms,
they are terminable annually by the lessees; and the lessees have no obligation
to conduct drilling operations. Leases on 4,614 acres have reached maturity
but are held by the oil companies without annual rental payments because of
producing oil wells, on which the Company receives royalties.

The purchasers of 82,543 surface acres in which the Company has a
one-half reserved mineral interest (of which 2,694 acres are now under oil
exploration leases) are entitled to releases of the Company's rights if such
releases are required for residential or business development. Consideration
for such releases on 73,117 of those acres would be at the rate of $2.50 per
surface acre. On other acres the Company's current policy is to grant no
releases of its reserved mineral rights. In rare instances, a release of
surface entry rights might be granted upon request of a surface owner who
requires such a release for special financing or development purposes.

At December 31, 1994, there were four producing oil wells on the
Company's interests. During 1994 no new wells were brought into production.
Volume in 1994 was 141,488 barrels and volume in 1993 was 111,739 barrels.
Production for prior recent years was: 1992 - 130,693 barrels, 1991 - 125,995
barrels, and 1990 - 189,625 barrels.

Income Properties. The Company owns several commercial rental
properties in Volusia and Highlands Counties. See "Business - Real Estate
Operations" for a discussion of commercial properties developed by IG LTD.

In March 1984, the Company acquired a 24,000-square-foot office
building of masonry construction in Daytona Beach. As of December 31, 1994,
all space was fully leased, with the LPGA as the principal tenant. The
remaining space is occupied by a physician specializing in rehabilitative
practices.

On December 31, 1986, the Company acquired a two-building office
complex in downtown Daytona Beach. The larger building, known as Consolidated
Center, is a modern steel and glass, seven-story, 47,000-square-foot office
building constructed in 1985. The Company moved its corporate headquarters to
the building in January 1988 and made space available for the headquarters of
IG LTD. The remaining space is under lease to other tenants. The smaller
building at 17,000 square feet is subject to an existing lease/purchase
agreement and is considered a direct financing lease by the Company.

Volusia County, Florida. A restaurant and lounge building located
adjacent to the Howard Johnson motel facility described under "Business -
Resort Operations" was formerly leased. This property was sold with the Howard
Johnson Motor Lodge in 1991.

Two service stations located near the interchange of Interstate
Highway 95 and U. S. Highway 92, which pass through the Daytona Beach area
lands owned by the Company, were leased to major oil companies until sold in
December of 1992. A third service station, located at the interchange of
Interstate 95 and State Road 40, was leased to a major oil company through
December 31, 1991, at which time it was sold.

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Item 1. Business (continued)

The 11,000-square-foot office building previously used as the
Company's administrative offices in Daytona Beach and subsequently leased to
3rd parties was sold in December 1992.

During 1978 and early 1979, the Company constructed a commercial
building at the intersection of Interstate 95 and State Road 40. Previously
this facility was operated as a gift and fruit shop. This building was sold in
December 1993.

Highlands County, Florida. The Company leased a 50,000-square-foot
building, located in Sebring, Florida, to Scotty's Home Builder's Supply, Inc
until sold in early 1993. Two other buildings formerly vacant were leased up
with occupancy in early 1992: A 12,000-square-foot facility was leased for a
ten-year term with an option to purchase, and sold in 1993. A second
10,500-square-foot building, formerly the Company's administrative office, was
leased for a three-year term. This 10,500 square foot building was sold in
December of 1992.

The regional administrative offices were relocated to a site on U. S.
27 near Lake Placid, Florida, at the entrance to Tomoka Heights (see "Business
- Real Estate Operations") in August 1987. On this site the Company
constructed a 7,000-square-foot office building. In May 1990, the Company sold
this facility to a regional health care services corporation and moved its
administrative function to the Company's citrus production office.

Sunshine Newspaper, Inc. leased from the Company a 7,000-square-foot
building located near Lake Placid, in which it operated a printing plant until
the building was sold to them in 1993.

Forest product sales. Income from sales of forest products varies
considerably from year to year depending on economic conditions and rainfall,
which sometimes limits access to portions of the woodlands. In addition,
drought conditions such as experienced in early 1985 and throughout 1990
sharply increase the potential of forest fires.

The timber lands encompass approximately 24,000 acres west of Daytona
Beach. Forest product sales during the next few years are projected to
moderately exceed expenses which are primarily real estate taxes. Additional
expenses include the costs of installing roads and drainage systems,
reforestation, and wild fire suppression.

GENERAL, CORPORATE AND OTHER OPERATIONS

Real estate held and land transactions. More than 90% of the
Company's lands have been owned by the Company or its affiliates for more than
fifty years. A few tracts have been acquired in recent years to provide better
access to lands already owned. To date the Company has not been in the
business of acquiring and holding real estate for sale. Instead, portions of
the Company's lands are put to their best economic use. Unsolicited sales are
made of parcels which do not appear to offer opportunities for use in the
foreseeable future.

Land development beyond that discussed at "Business - Real Estate
Operations" will necessarily depend upon the long-range economic and population
growth of Florida and may be significantly affected by fluctuations in economic
conditions, prices of Florida real estate, and the amount of resources
available to the Company for development.

No major sales of undeveloped lands are under consideration at this
time.

Employees. The Company has approximately 157 employees, including
approximately 77 seasonal employees in citrus operations. During the citrus
harvesting season, these seasonal employees are hired to pack and handle the
citrus crop. No employees are represented by unions. The Company considers
its employee relations to be satisfactory.

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Item 2. Properties

Information concerning the Company's properties is included on pages
2-4 of the Company's 1994 Annual Report to Shareholders (the "Annual Report")
under the captions "Land Holdings", "Citrus", "Conference Center and Resort"
and "Real Estate Operations" and is incorporated herein by reference. Except
for parts of the Annual Report expressly incorporated herein by reference, the
annual report is not to be deemed filed with the Securities and Exchange
Commission.

Item 3. Legal Proceedings

There are no material pending legal proceedings to which the Company
or its subsidiaries are a party.

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

No matters were submitted to a vote of security holders during the
fourth quarter of the year ended December 31, 1994.

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PART II

Item 5. Market for the Registrant's Common Stock and Related Shareholder
Matters

Information concerning the Company's common stock and dividends is
included on page 29 of the Annual Report under the caption "Common Stock Prices
and Dividends" and page 4 under the caption "Five-Year Financial Highlights"
and such discussion is incorporated herein by reference.

Item 6. Selected Financial Data

Five-year financial statement data is included on page 4 of the Annual
Report under the caption "Five-Year Financial Highlights" and such information
is incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Management's Discussion and Analysis of Financial Condition and
Results of Operations is included on pages 26 through 28 of the Annual Report,
under the captions "Management's Discussion and Analysis," and "Financial
Position" and such discussion is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

Financial Statements

Financial statements incorporated by reference in this report are
listed at Part IV, Item 14 (a), "Financial Statements."

Item 9. Disagreements on Accounting and Financial Disclosures

There were no disagreements with accountants on accounting and
financial disclosures during the two years ended December 31, 1994.

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PART III

The information required by Items 10, 11, 12, and 13 is incorporated
herein by reference to the registrant's 1994 annual meeting proxy statement
pursuant to Instruction G to Form 10-K. On March 31, 1995, the registrant
anticipates filing with the Commission, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, its definitive proxy statement to be used in
connection with its 1994 annual meeting of shareholders at which directors will
be elected for the ensuing year.

Executive Officers of the Registrant

The executive officers of the registrant, their ages at January 31, 1995, their
business experience during the past five years, and the year first elected as
an executive officer of the Company are as follows:

Bob D. Allen, 60, president and chief executive officer, March 1990 to
present; vice chairman of First Union Corporation (a publicly owned
bank holding company) from July 1986 until March 1990.

Bruce W. Teeters, 49, senior vice president-finance and treasurer,
January 1988 to present.

Both of the above are elected annually as provided in the By-Laws.

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PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a.) 1. Financial Statements

The Company's 1992, 1993, and 1994 financial statements,
together with the reports of Arthur Andersen LLP, dated February 10, 1995, and
Rex Meighen & Company, dated February 10, 1994, appearing on pages 5 to 24 of
the accompanying 1994 Annual Report to Shareholders are incorporated by
reference in this Form 10-K Annual Report. The following is a list of such
financial statements with references to the pages of the 1994 Annual Report to
Shareholders on which they may be found:

Annual Report
Page No.
-------------

Report of Independent Certified Public Accountants 5

Consolidated Statements of Operations and Retained Earnings
for the three years ended December 31, 1994 6

Consolidated Balance Sheets as of December 31, 1993 and 1994 7

Consolidated Statements of Cash Flows for the three
years ended December 31, 1994 8-9

Notes to Consolidated Financial Statements 10-24

With the exception of (i) the aforementioned financial
statements and (ii) the information incorporated under Items 2, 5, 6, and 7,
the 1994 Annual Report to Shareholders is not to be deemed filed as part of
this report.

Other Schedules are omitted because of the absence
of conditions under which they are required or because the required information
is given in the financial statements or notes thereto.

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Item 14. Exhibits, Financial Statements Schedules and Reports on Form 8-K
(continued)

(a) 3. Exhibits

(2.1) Agreement of Merger and Plan of Merger and
Reorganization dated April 28, 1993 between
Consolidated-Tomoka Land Co. and CTLC, Inc. filed with
the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993 and incorporated by this
reference.

(2.2) Certificate of Merger dated April 28, 1993 filed with
the registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993 and incorporated by this
reference.

(3.1) Articles of Incorporation of CTLC, Inc. dated February
26, 1993 and Amended Articles of Incorporation dated
March 30, 1993 filed with the registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1993 and incorporated by this reference

(3.2) By-Laws of CTLC, Inc. filed with the registrant's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1993 and incorporated by this reference

(10) Material Contracts:

(10.1) Marketing Agreement executed on September 1, 1994
between Citrus World, Inc. and Consolidated-Tomoka
Land Co.

(10.2) Packing House Agreement executed on November 1, 1994
between Turner Foods Corporation and Consolidated-
Tomoka Land Co.

(10.3) The Consolidated-Tomoka Land Co. Unfunded Deferred
Compensation Plan filed with the registrant's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1981 and incorporated by this reference.

(10.4) The Consolidated-Tomoka Land Co. Unfunded Deferred
Compensation Plan executed on October 25, 1982 filed
with the registrant's annual report on Form 10-K for
the year ended December 31, 1982 and incorporated by
this reference.

(10.5) The Consolidated-Tomoka Land Co. Stock Option Plan
effective April 26, 1990 filed with the registrant's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1990 and incorporated by this reference.

(11) Statement regarding Computation of Per Share Earnings.

(13) 1994 Annual Report to Shareholders. (With the
exception of the information incorporated under Items
2, 4, 5, 6, and 7 the 1994 Annual Report to
Shareholders is not deemed to be filed as part of this
report.)

(21) Subsidiaries of the Registrant

(23.1) Consent of Rex Meighen & Company

(23.2) Consent of Arthur Andersen LLP

(b) Reports on Form 8-K

No reports were filed on Form 8-K during the fourth quarter of
the year ended December 31, 1994.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

CONSOLIDATED-TOMOKA LAND CO.
(Registrant)

March 30, 1995 By /s/ Bob D. Allen
---------------------------
Bob D. Allen, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1934, this report
is signed below by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.

March 30, 1995 Chairman of the Board and Director /s/ David D. Peterson
--------------------------
David D. Peterson

March 30, 1995 President, Chief Executive
Officer (Principal Executive
Officer), and Director /s/ Bob D. Allen
--------------------------
Bob D. Allen

March 30, 1995 Senior Vice President-Finance
Treasurer (Principal Financial
and Accounting Officer), Director /s/ Bruce W. Teeters
--------------------------
Bruce W. Teeters

March 30, 1995 Director /s/ John C. Adams, Jr.
--------------------------
John C. Adams, Jr.

March 30, 1995 Director /s/ Robert F. Lloyd
--------------------------
Robert F. Lloyd

EXHIBIT INDEX

Page No.
--------

(2.1) Agreement of Merger and Plan of Merger and Reorganization
dated April 28, 1993 between Consolidated-Tomoka Land Co.
and CTLC, Inc. filed with the registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1993 and
incorporated by this reference. *

(2.2) Certificate of Merger dated April 28, 1993 filed with the
registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1993 and incorporated by this reference. *

(3.1) Articles of Incorporation of CTLC, Inc. dated February 26,
1993 and Amended Articles of Incorporation dated March 30,
1993 filed with the registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1993 and incorporated
by this reference. *

(3.2) By-laws of CTLC, Inc. filed with the registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1993 and
incorporated by this reference. *
10 Material Contracts:

(10.1) Marketing Agreement executed on September 1, 1994 between
Citrus World, Inc. and Consolidated-Tomoka Land Co. 16

(10.2) Packing House Agreement executed November 1, 1994 between
Turner Food Corporation and Consolidated-Tomoka Land Co. 28

(10.3) The Consolidated-Tomoka Land Co. Unfunded Deferred Compensation
Plan filed with the registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1981 and incorporated
by this reference. *

(10.4) The Consolidated-Tomoka Land Co. Unfunded Deferred Compensation
Plan executed on October 25, 1982 filed with the registrant's
annual report on Form 10-K for the year ended December 31, 1982
and incorporated by this reference. *

(10.5) The Consolidated-Tomoka Land Co. Stock Option Plan effective
April 26, 1990 filed with the registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1990 and incorporated
by this reference. *

(11) Statement regarding Computation of Per Share Earnings. 33

(13) 1994 Annual Report to Shareholders 34

(21) Subsidiaries of the Registrant

(23.1) Consent of Rex Meighen & Company

(23.2) Consent of Arthur Andersen LLP

* - Incorporated by Reference