PATRIOT TRANSPORTATION HOLDING, INC.
1801 Art Museum Drive, Jacksonville, Florida 32207
___________________________

NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders:

The Annual Meeting of Shareholders of Patriot Transportation
Holding, Inc. will be held at 2 o'clock in the afternoon, local
time, on Wednesday, February 5, 2003 at 155 East 21st Street,
Jacksonville, Florida 32206, for the following purposes, as more
fully described in the attached proxy statement:

(1) To elect three directors to serve for a term of four
years and one director to serve for a term of one year;
and

(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,
2002 are entitled to vote at the annual meeting or any adjournment
or adjournments thereof.

BY ORDER OF THE BOARD OF DIRECTORS

December 23, 2002 Dennis D. Frick
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.

PATRIOT TRANSPORTATION HOLDING, INC.
1801 Art Museum Drive, Jacksonville, Florida 32207

PROXY STATEMENT
ANNUAL MEETING - FEBRUARY 5, 2003

---------------------------------

The attached proxy is solicited by the Board of Directors of
Patriot Transportation Holding, Inc. ("We" or the "Company") for
use at the annual meeting of the shareholders to be held on
Wednesday, February 5, 2003 at 2 o'clock in the afternoon, local
time, and any adjournments thereof, at 155 East 21st Street,
Jacksonville, Florida 32206. The proxy is revocable by written
notice to the Secretary of the Company at any time before its
exercise.

Shares represented by properly executed and returned proxies
will be voted at the meeting in accordance with the shareholders'
directions or, if no directions are indicated, will be voted in
favor of the election of the nominees proposed in this proxy
statement and, if any other matters properly come before the
meeting, in accordance with the best judgment of the persons
designated as proxies.

This proxy statement and the accompanying proxy are being
distributed to shareholders on or about December 23, 2002.

VOTING PROCEDURES
-----------------

The holders of record of common stock at the close of business
on December 9, 2002, may vote at the meeting. On such date there
were outstanding 3,049,708 shares of common stock of the Company.
Under the Company's Articles of Incorporation and Bylaws, each
share of common stock is entitled to one vote. Under the Company's
Bylaws, the holders of a majority of the outstanding shares
entitled to vote shall constitute a quorum for the transaction of
business at the meeting.

Under the Florida Business Corporation Act ("FBCA"), directors
are elected by a plurality of the votes cast and other matters are
approved if affirmative votes cast by the holders of the shares
represented at the meeting and entitled to vote on the subject
matter exceed the votes opposing the action, unless a greater
number of affirmative votes is required by the FBCA or the
Company's Articles of Incorporation. Abstentions and broker non-
votes will have no effect on the vote for election of directors and
most routine matters. A broker non-vote generally occurs when a
broker who holds shares in street name for a customer does not have
authority to vote on certain non-routine matters because its
customer has not provided any voting instructions on the matter.

1. ELECTION OF DIRECTORS
- --------------------------

Under our Articles of Incorporation, the Board of Directors is
divided into four classes. One class of directors is elected at
each annual meeting of shareholders for a four-year term of office
or until their successors are elected and qualified. We have listed
below three nominees in Class I to be reelected to hold office
until the 2007 annual meeting and one nominee in Class II, who was
appointed by the Board of Directors as a director during the past
year, to be elected to hold office until the 2004 annual meeting.
Your proxy will be voted for the election of the persons nominated
unless you indicate

otherwise. If any of the nominees named should become unavailable
for election for any presently unforeseen reason, the persons named
in the proxy shall have the right to vote for a substitute as may
be designated by the Board of Directors to replace such nominee,
or the Board may reduce the number of directors accordingly.

The following table sets forth information with respect to
each nominee for election as a director and each director whose
term of office continues after the 2003 annual meeting. Reference
is made to the sections entitled "Common Stock Ownership of Certain
Beneficial Owners" and "Common Stock Ownership by Directors and
Officers" for information concerning stock ownership of the
nominees and directors.

Director
Name and Principal Occupation Age Since Other Directorships
- ----------------------------- --- -------- -------------------

Class I - Nominees for Terms Expiring in 2007
- ---------------------------------------------

Francis X. Knott 57 1989 Florida Rock Industries, Inc.
Chairman of Partners
Management Co., LLC and
Partners Realty Trust, Inc.
(a real estate management
enterprise)

James H. Winston 69 1992 Stein Mart, Inc.
President of LPMC of Jax, Winston Hotels, Inc.
Inc. (an investment real
estate firm); President of
Omega Insurance Company;
President of Citadel Life &
Health Insurance Co.

Robert H. Paul III 68 1992
Chairman of the Board,
President and Chief
Executive Officer of
Southeast-Atlantic Beverage
Corporation (a manufacturer
of soft drink products)

Class II - Nominee for Term Expiring in 2004
- --------------------------------------------

H. Jay Skelton 64 2002 Consolidated - Tomoka Land
President and Chief Executive Co.
Officer of DDI,Inc. (a
diversified family
Investment company)

Directors Continuing in Office After the 2003 Annual Meeting
- ------------------------------------------------------------

Class II - Terms Expiring in 2004
---------------------------------

Director
Name and Principal Occupation Age Since Other Directorships
- ----------------------------- --- -------- -------------------

John D. Baker II 54 1988 Florida Rock Industries, Inc.
President and Chief Hughes Supply, Inc.
Executive Officer of Wachovia Corporation
Florida Rock Industries,
Inc.

Luke E. Fichthorn III 61 1989 Florida Rock Industries, Inc.
Partner in Twain Associates Bairnco Corporation
(a private investment
banking firm); Chairman
of the Board and Chief
Executive Officer
of Bairnco Corporation
(manufacturer)

Class III - Terms Expiring in 2005
----------------------------------

Director
Name and Principal Occupation Age Since Other Directorships
- ----------------------------- --- -------- -------------------
John E. Anderson 57 1989 Winn Dixie Stores, Inc.
President and Chief Executive
Officer of the Company

David H. deVilliers Jr. 51 1993
Vice President of the
Company

Class IV - Term Expiring in 2006
--------------------------------

Director
Name and Principal Occupation Age Since Other Directorships
- ----------------------------- --- -------- -------------------

Edward L. Baker 67 1988 Florida Rock Industries, Inc.
Chairman of the Board of
the Company and of Florida
Rock Industries, Inc.

Thompson S. Baker II 44 1994 Florida Rock Industries, Inc.
Vice President of Florida
Rock Industries, Inc.

Martin E. Stein Jr. 50 1992 Regency Centers
Chairman and Chief Executive Corporation
Officer of Regency Stein Mart, Inc.
Centers Corporation
(a commercial real estate
investment trust)

All of the directors have been employed in their respective
positions for the past five years.

Edward L. Baker and John D. Baker II are brothers. Thompson S.
Baker II is the son of Edward L. Baker.

Please see "Compensation Committee Interlocks and Insider
Participation" and "Certain Relationships and Related Transactions"
for a discussion of other transactions including the relationships
between the Company and Florida Rock Industries, Inc. ("FRI").

OTHER INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
----------------------------------------------------

Meetings. During the fiscal year ended September 30, 2002,
the Company's Board of Directors held five meetings. Directors who
are not employees of the Company are paid fees of $10,000 annually
and $1,000 per directors' meeting attended and granted the award of
options for 1,000 shares of common stock for each regular board
meeting attended. These options have a term of ten years, have an
exercise price equal to the fair market value of the underlying
shares on the date of grant and are immediately exercisable. During
the fiscal year ended September 30, 2002, the Chairman of the Audit
Committee received $500 and all other members of the Audit
Committee received $300 for each Audit Committee meeting attended.
Effective October 1, 2002, the Chairman of the Audit Committee is
paid a fee of $10,000 annually and the other members of the Audit
Committee receive a fee of $5,000 annually but no additional fees
are paid for attendance at Audit Committee meetings. Members of
all other committees receive $300 and the Chairman of that
Committee receives $500 for each Committee meeting attended.
Please see the information under the caption "Executive
Compensation" for information about the compensation of directors
that are also Company employees.

Executive Committee. The Executive Committee is comprised of
Messrs. Edward L. Baker, John D. Baker II and John E. Anderson. To
the extent permitted by law, the Executive Committee exercises the
powers of the Board between the meetings of the Board of Directors.
During fiscal 2002 the Executive Committee held no formal meetings,
but acted on various resolutions by unanimous written consents.

Audit Committee. Currently, Messrs. Skelton, Knott, and Paul
serve on the Audit Committee. Messrs. Skelton, Knott and Paul each
are independent directors as defined by the listing standards of
the National Association of Securities Dealers and Section 301 of
the recently enacted Sarbanes-Oxley Act of 2002. The Audit
Committee recommends the appointment of independent accountants to
audit the Company's consolidated financial statements and to
perform professional services related to the audit, meets with the
independent accountants and reviews the scope and results of their
audit, and reviews the fees charged by the independent auditors.
The Committee also reviews the scope and results of internal
audits. The Audit Committee adopted a written charter during
fiscal 2000 that was attached as an appendix to the proxy statement
for the 2001 annual meeting of the shareholders. Pursuant to the
Audit Committee Charter, the Board of Directors has determined that
each of the members of the Audit Committee is able to read and
understand financial statements, and that Mr. Skelton, who is
chairman, has financial sophistication derived from his experience
and background. In reaching such determinations, the Board of
Directors considered the financial, business and occupational
experience, as well as the past services as a director of each
Audit Committee member. During fiscal 2002, the Audit Committee
held two meetings.

Compensation Committee. The Compensation Committee currently
consists of Messrs. Fichthorn, Paul and Winston. The Committee
determines the compensation for the Chief Executive Officer and
reviews and approves compensation for certain executive officers
and members of management. In addition, the Committee administers
the Company's Stock Option Plans and the Management Incentive
Compensation program. During fiscal 2002 the Compensation
Committee held three meetings.

Independent Directors Committee. During the fiscal year
ended September 30, 2002, Messrs. Paul, Stein and Winston served as
an ad hoc Independent Directors Committee for purposes of
evaluating and approving an agreement to sell 108 acres of land
located in Springfield, Virginia to FRI. The Independent Directors
Committee held three meetings in fiscal 2002.

Nominating Committee. The full Board of Directors acts as the
Nominating Committee.

During the last fiscal year, each of the directors attended
75% or more of all meetings of the Board and its Committees on
which the director served, except for Mr. Paul, who attended 60% of
the meetings of the Board of Directors and all of the meetings of
the committees on which he served.

AUDIT COMMITTEE REPORT
----------------------

With respect to the Company's fiscal year ended September 30,
2002, the Audit Committee of the Board of Directors (a) has
reviewed and confirmed the Audit Committee Charter, a copy of which
was published in the proxy statement for the 2001 annual meeting of
the shareholders; (b) has reviewed

and discussed the Company's audited financial statements for fiscal
2002 with management; (c) has discussed with PricewaterhouseCoopers
LLP any matters required of auditors to be discussed with the
Audit Committee by Statement on Auditing Standards No. 61
(relating to additional information from the auditor regarding the
scope and results of the audit); (d) has received written
disclosures and a letter from PricewaterhouseCoopers LLP required
by Independence Standards Board Standard No. 1 and has discussed
with representatives of PricewaterhouseCoopers LLP their
independence; and (e) has recommended to the Board of Directors
that the Company's fiscal 2002 audited financial statements be
included in the Company's annual report on Form 10-K.

Submitted by: H. Jay Skelton, Chairman
Francis X. Knott
Robert H. Paul III

Members of the Audit Committee

EXECUTIVE COMPENSATION
----------------------

Edward L. Baker, who is Chairman of the Board of the Company,
receives his primary compensation from FRI which provides
administrative and other services to the Company under an
agreement.

Summary Compensation Table
- --------------------------

The following table sets forth information concerning the
compensation of the Company's Chief Executive Officer and five
other most highly compensated executives who served in such
capacities during fiscal 2002.

Securities
Under- 1999 2000 All Other
Name and Salary Bonus Lying 1998 to to to Compensation
Principal Position Year ($)(3) ($)(3) Options 2000 2001 2002 ($)(4)
- ------------------ ---- ------ ------ ---------- ------- ---- ---- ------------

John E. Anderson 2002 318,750 128,000 -0- N/A N/A N/A 5,100
President 2001 314,250 -0- -0- N/A N/A N/A 5,245
2000 309,000 74,880 -0- 87,110 58,000 30,000 4,800

Ish Copley (5) 2002 143,985 -0- -0- N/A N/A N/A 4,320
Former President 2001 142,389 -0- -0- N/A N/A N/A 4,948
of SunBelt 2000 137,897 25,066 -0- 4,084 -0- -0- 4,800
Transport, Inc.

Rick J. Copley (6) 2002 111,119 -0- -0- N/A N/A N/A 3,331
President of
SunBelt
Transport, Inc.

David H. 2002 245,400 197,760 -0- N/A N/A N/A 5,069
deVilliers Jr. 2001 237,500 240,000 -0- N/A N/A N/A 4,880
Vice President 2000 222,500 138,000 -0- N/A 72,000 40,000 4,800

John R. Mabbett III 2002 169,575 52,200 -0- N/A N/A N/A 5,289
President of 2001 167,275 63,038 -0- N/A N/A N/A 4,880
Florida Rock & 2000 163,600 -0- -0- -0- -0- -0- 4,800
Tank Lines, Inc.

Ray M. 2002 129,425 26,500 -0- N/A N/A N/A 4,303
Van Landingham (7) 2001 116,241 14,000 N/A N/A N/A N/A 4,314
Vice President
Finance and
Administration and
Chief Financial
Officer

(1) Columns relating to "other annual compensation" and
"restricted stock awards" have been omitted because no
compensation required to be reported in such columns was
awarded to, earned by, or paid to the named executives during
the periods covered by such columns. Non-cash perquisites are
not disclosed in this table because the aggregate value does
not exceed the lesser of $50,000 or 10% of total annual salary
and bonus of each individual.

(2) The amounts in these columns represent payments under the
Company's performance unit plan which allowed participants to
earn cash bonuses if three year performance goals were met.
This long-term bonus plan was terminated effective at the end
of fiscal 2000, and all amounts accrued under the plan were
paid as a bonus to participants. Payments shown for plan
years 1999 to 2001 and plan years 2000 to 2002 represent pro-
rata amounts earned under each plan.

(3) The amounts in this column include (a) salary and bonus
deferred at the executive's election under the Company's
Profit Sharing and Deferred Earnings Plan and (b) bonuses
which are accrued in the year earned and paid in the following
year.

(4) Amounts shown in this column represent the Company's
contribution on behalf of the named executive officer to the
Company's Profit Sharing and Deferred Earnings Plan.

(5) Ish Copley retired from the Company on September 16, 2002.

(6) Rick J. Copley was appointed President of Sunbelt effective
September 16, 2002. Prior to that date he was a Vice
President of Sunbelt.

(7) Ray M. Van Landingham joined the Company in November 2000 and
became Chief Financial Officer on January 1, 2001.

Option Grants In Last Fiscal Year
- ---------------------------------

No stock options were granted to the executive officers named
in the Summary Compensation Table during the fiscal year ended
September 30, 2002.

Option Exercises and Fiscal Year-End Values
- -------------------------------------------

The following table shows information with respect to stock
options exercised during the fiscal year ended September 30, 2002
and the number and value of unexercised options held by each
executive officer named in the Summary Compensation Table who holds
options.

Number of Unexercised Value of Unexercised In-
Options at The-Money Options
September 30, 2002 at September 30, 2002 (1)
--------------------- -------------------------
Shares
Acquired on Value Exercisable Unexercisable Exercisable Unesercisable
Name Exercise Realized ($) # # $ $
- ---- ----------- ------------ ----------- ------------- ----------- ------------

John E. Anderson -- -- 25,000 -- 97,500 --

David H. -- -- 15,000 -- 54,000 --
deVilliers Jr.

Ish Copley 20,000 142,368 5,000 -- 18,000 --

Rick J. Copley 1,200 800 -- --

John R. Mabbett -- -- 15,000 -- 54,000 --
III

(1) The closing price of the Company's common stock as reported on
The NASDAQ Stock Market on September 30, 2002 (the last
trading day in fiscal 2002) of $21.35, less the exercise
price, was used in calculating the value of exercisable and
unexercisable options.

Pension Plan
- ------------

The Company has a Management Security Plan (the "MSP Plan")
for certain officers, including directors who are officers.
Benefit levels have been established on the basis of base
compensation at September 30, 2002. The MSP Plan provides that in
the event a participant dies prior to his retirement his
beneficiary will receive twice the amount of such participant's
benefit level in monthly payments for a period of 12 months and
thereafter the benefit level in monthly payments for the next 168
months or until such time as such participant would have reached
age 65, whichever is later. Upon reaching normal retirement age, a
participant is entitled to receive twice the amount of his benefit
level in equal monthly payments for 12 months and thereafter the
benefit level until his death. If a participant dies after his
retirement, his beneficiary, if any, will receive such
participant's benefit for a period of 15 years from the date of the
participant's retirement or until the death of the beneficiary,
whichever occurs first.

The annual retirement benefit levels in effect at September 30,
2002 were:

John E. Anderson $160,000
David H. deVilliers Jr. $123,600
John R. Mabbett III $ 87,000

Other executives named in the Summary Compensation Table are not
eligible to participate in the MSP Plan.

Compensation Committee Report
-----------------------------

The Compensation Committee of the Board of Directors (the
"Committee") determines the compensation of the Chief Executive
Officer and reviews and approves compensation of certain other
officers and members of management. In addition, the Committee
administers the Company's stock option plans and the Management
Incentive Compensation program.

The Committee's goals are to develop and maintain executive
compensation programs that preserve and enhance shareholder value.
Under the direction of the Committee, management has developed a
compensation structure designed to compensate fairly executives for
their performance and contribution to the Company, to attract and
retain skilled and experienced personnel, to reward superior
performance and to align executive and shareholder long-term
interests.

Base salary levels for executives are established taking into
consideration business conditions, the Company's performance and
industry compensation levels. Effective January 1, 2002, the Chief
Executive Officer's salary was increased to $320,000 based on
these factors, with no particular weighting, and his performance in
leading the Company and its businesses.

Both of the Company's operating groups, transportation and
real estate, have Management Incentive Compensation ("MIC") plans
which provide an opportunity for additional compensation to
officers and key employees. The purpose of the plans is to provide
a direct financial incentive in the form of an annual cash bonus to
participants to achieve their business unit's and the Company's
goals and objectives. Awards to individuals are based on their
achieving annual predetermined objectives and the importance of and
degree of difficulty in achieving those objectives. Goals for the
transportation group for fiscal 2002 focused on after-tax returns
on total capital employed. MIC-based objectives for real estate
emphasized such key performance indicators as operating profit from
the developed portfolio, lease-up periods for new buildings placed
in service during the fiscal year, growth-related new development
and average occupancy for the existing portfolios.

Mr. Anderson participates in a similar MIC Plan under which
the calculation, purpose and annual cash award eligibility for
performance against predetermined objectives are linked to those
utilized by the Company's transportation and real estate groups.
His maximum individual award may not exceed 100% of base salary.
Mr. Anderson received a cash bonus of $128,000 under the MIC Plan
for fiscal 2002.

Certain of the named executive officers have been granted
options in the past. Under the stock option program, the vesting
periods associated with stock options encourage option recipients
to continue in the employ of the Company. All options granted have
been granted at an option price equal to the fair market value of
the Company's common stock on the date of grant. In subjectively
determining the number of options to be granted to an individual,
including the Chief Executive Officer, the Committee takes into
account the individual's relative base salary, scope of
responsibility and ability to affect both short and long term
profits and add value to the Company.

Submitted by: Robert H. Paul III, Chairman
Luke E. Fichthorn III
James H. Winston
Members of the Compensation Committee

Compensation Committee Interlocks and Insider Participation
- -----------------------------------------------------------

Six directors of the Company, Edward L. Baker, John D. Baker
II, Thompson S. Baker II, Luke E. Fichthorn III, Martin E. Stein
Jr. and Francis X. Knott, are also directors of FRI. Mr. Fichthorn
serves on the Company's Compensation Committee. Mr. Knott's term
as a director of FRI expires on February 4, 2003. The six
directors own approximately 44.6% of stock of the Company and 27.9%
of the stock of FRI as of December 13, 2002. Accordingly, Edward L.
Baker, John D. Baker II and Thompson S. Baker II, who own
approximately 43.5% of the stock of the Company and 27.3% of the
stock of FRI, may be considered to be control persons of both the
Company and FRI.

Mr. Fichthorn provided the Company with financial consulting
and other services during fiscal 2002 for which he received
$30,000.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------

The Company and FRI routinely are engaged in business together
through the hauling by the Company of construction aggregates and
other products for FRI and the leasing to FRI of construction
aggregates mining and other properties. The Company has numerous
aggregates hauling competitors at all terminal and mine sites and
the rates charged are, accordingly, established by competitive
conditions. Approximately 7.2% of the Company's revenue was
attributable to FRI during fiscal year 2002. In addition, under an
agreement, FRI provides certain management and related services,
including tax, legal and administrative services to the Company and
its subsidiaries. FRI charged the Company $463,000 for such
services in 2002.

In November 2000, after approval by committees of independent
directors of each of the Company and FRI and receipt of independent
appraisals, the Company sold to FRI real properties near Rome,
Georgia and Springfield, Virginia for $2,607,000.

In February 2002, a subsidiary of the Company entered into an
agreement to sell to FRI 108 acres of land located in the northwest
quadrant of I-395 and I-495 at Edsall Road in Springfield, Virginia
for $15,000,000. The closing is subject to customary closing
conditions and may occur within 45 days of the Company giving
notice to FRI to close or, subsequent to June 30, 2003, within 45
days of either party giving notice to close. The agreement was
approved by a committee of independent directors of the Company
after review of a development feasibility study and other
materials, consultation with management and advice of independent
counsel.

In the opinion of the Company, the terms, conditions,
transactions and payments under the agreements with the persons
described above were not less favorable to the Company than those
which would have been available from unaffiliated persons.

Shareholder Return Performance
- ------------------------------

The following graph compares the performance of the Company's
common stock to that of the Total Return Index for The NASDAQ Stock
Market-US Index and The NASDAQ Trucking and Transportation Stock
Index for the period commencing September 30, 1997 and ending on
September 30, 2002. The graph assumes that $100 was invested on
September 30, 1997 in the Company's common stock and in each of the
indices and assumes the reinvestment of dividends.

[GRAPH]

1997 1998 1999 2000 2001 2002

PATRIOT 100 65 70 47 50 63
NASDAQ-US 100 102 166 220 90 71
NASDAQ-T&T 100 75 85 74 70 79

Notwithstanding anything to the contrary set forth in any of
the Company's previous filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that
incorporate future filings, including this Proxy Statement, in
whole or in part, the Compensation Committee Report, the Audit
Committee Report and Shareholder Return Performance shall not be
incorporated by reference into any such filings.

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
---------------------------------------------------
The following table and notes set forth the beneficial
ownership of common stock of the Company by each person known by
the Company to own beneficially more than 5% of the common stock of
the Company. Percentage calculations are based on the outstanding
shares of the Company's common stock on December 13, 2002.

Title of Class Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percentage of Class
- -------------- ------------------- -------------------- -------------------

Common Baker Holdings, LP 1,061,521 34.8%
Edward L. Baker 126,108 (1) 4.1%
John D. Baker II 121,914 (1) 4.0%
P. O. Box 4667 --------- -----
Jacksonville, FL 32201 1,403,182 42.7%

Common Royce & Associates, Inc. 349,800 (2) 11.5%
1414 Avenue of the Americas
New York, NY 10019

Common Eastabrook Capital Management 239,718 (3) 7.9%
430 Park Avenue
Suite 1810
New York, NY 10022

Common Wellington Management Company 319,700 (3) 10.5%
75 State Street
Boston, MA 02104

(1) Baker Holdings, LP is a limited partnership in which Edward L.
Baker and John D. Baker II are the sole shareholders of its
general partner and as such have shared voting power and
dispositive power over the shares owned by the partnership.
Through pass through entities, each

of Edward L. Baker and John D. Baker II has a pecuniary interest
in 353,840 shares. Ownership is reported as of October 31, 2001.
See "Common Stock Ownership by Directors and Officers" including
the notes thereunder for an aggregation and identification of
other shares beneficially owned by Edward L. Baker and John D.
Baker II.

(2) Royce & Associates, Inc. ("Royce") reported as of February 28,
2002 that pursuant to Securities and Exchange Commission Rule
13d-(1)(b)(ii)(H) it has sole voting and investment power as
to the shares shown.

(3) Eastabrook Capital Management is an investment advisor and
reports, as of October 23, 2000, shared voting power and sole
investment power as to 239,718 shares.

(4) Wellington Management Company is an investment advisor and
reports, as of December 31, 2001, shared voting power as to
104,300 shares and shared dispositive power as to 319,700
shares.

COMMON STOCK OWNERSHIP BY DIRECTORS AND OFFICERS
------------------------------------------------

The following table and notes set forth the beneficial
ownership of common stock of the Company by each director and each
non-director named in the Summary Compensation Table and by all
officers and directors of the Company as a group as of December 13,
2002 and also includes shares held under options which are
exercisable within 60 days of December 13, 2002.

Name of Amount and Nature of Percentage of
Of Beneficial Owner Beneficial Ownership (1) Class

------------------- ------------------------ -------------

John E. Anderson 45,806 1.5
Edward L. Baker 833,789 (2)(3) 27.3
John D. Baker II 475,754 (2)(4) 15.6
Thompson S. Baker II 30,363 1.0
Rick J. Copley 1,949 *
Ish Copley 3,100 *
David H. deVilliers Jr. 17,887 *
Luke E. Fichthorn III 29,043 (5) *
Francis X. Knott 14,120 (6) *
John B. Mabbett III 19,500 *
Robert H. Paul III 13,800 *
H. Jay Skelton 2,000 *
Martin E. Stein Jr. 51,300 (7) 1.7
Ray M. Van Landingham -- --
James H. Winston 13,000 *
All Directors and Officers
as a group
(16 people) 1,552,178 48.7

* Less than 1%

(1) The preceding table includes the following shares held under
the Company's Profit Sharing and Deferred Earnings Plan which
includes shares previously held under a Tax Reduction Act
Employee Stock Ownership Plan ("TRAESOP") previously
established by FRI as to which the named person has sole
voting power, and shares held under options which are
exercisable within 60 days of December 13, 2002.

Shares Under
Profit Sharing Plan Shares Under Option
------------------- -------------------

John E. Anderson -0- 25,000
Edward L. Baker 2,542 11,000
John D. Baker II 1,549 11,000
Thompson S. Baker II 7 11,000
Ish Copley -0- 3,000
Rick J. Copley -0- 1,600
David H. deVilliers Jr. 887 15,000
Luke E. Fichthorn III -0- 11,000
Francis X. Knott -0- 10,000
John B. Mabbett III 349 15,000
Robert H. Paul III -0- 8,000
H. Jay Skelton -0- 2,000
Martin E. Stein Jr. -0- 9,000
Ray M. Van Landingham -0- -0-
James H. Winston -0- 8,000
All directors and
officers as a
group (16 people) 5,327 140,600

(2) Includes out of the 1,061,521 shares owned by Baker Holdings,
LP, as to which Edward L. Baker and John D. Baker II have
shared voting and investment power, for Edward L. Baker,
353,840 in which he has a beneficial interest and 353,841
shares in which another person has a beneficial interest,
which 707,681 shares are excluded from the amounts shown for
John D. Baker II; the remaining 353,840 shares in which John
D. Baker II has a pecuniary interest are included in the
number of shares shown for John D. Baker II.

(3) Includes 26,191 shares held by the Edward L. Baker Living
Trust and 1,904 shares held directly by Edward L. Baker as to
each of which Edward L. Baker has sole voting power and sole
investment power; 83,639 shares held in trust for the benefit
of children of John D. Baker II as to which Edward L. Baker
has sole voting power and sole investment power but as to
which he disclaims beneficial ownership; 432 shares held by a
trust for which Edward L. Baker is a co-trustee with SunTrust
Bank and to which he has potential income rights; and 400
shares directly owned by the spouse of Edward L. Baker as to
which he disclaims beneficial ownership.

(4) Includes 107,402 shares held in the John D. Baker II Living
Trust as to which John D. Baker II has sole voting power and
sole investment power; and 1,963 shares directly owned by the
spouse of John D. Baker II as to which he disclaims beneficial
ownership.

(5) Includes 100 shares owned by the spouse of Mr. Fichthorn as to
which he disclaims any beneficial interest.

(6) Includes 3,490 shares held by Francis X. Knott as custodian as
to which Mr. Knott has sole voting and dispositive power but
as to which he disclaims any beneficial interest.

(7) Regency Square II, a Florida general partnership, owns 40,300
shares of the Company. Martin E. Stein Jr., as a partner,
holds a 2.5248% interest in the partnership. Trust B under the
will of Martin E. Stein, deceased, as a partner, holds a
46.21% interest in the Partnership. John D. Baker II in a co-
trustee of the trust of Martin E. Stein, deceased, and as such
has a one-third shared voting and dispositive power as to the
trust. Martin E. Stein Jr. has a beneficial interest in the
trust, and, together with his two brothers, acting jointly as
co-trustees, has a one-third shared voting and dispositive
power as to the trust. The partnership's shares in the
Company are excluded from the total shown for John D. Baker
II, who disclaims any pecuniary or beneficial interest to such
shares, but are included in the total shown for Mr. Stein Jr.

INDEPENDENT AUDITORS
--------------------

As previously disclosed by the Company in a Current Report on
Form 8-K, on May 1, 2002, the Board of Directors, upon
recommendation of the Audit Committee, dismissed Deloitte & Touche
LLP as the Company's principal public accountants and engaged
PricewaterhouseCoopers LLP to serve as the Company's principal
public accountants for a three year term beginning with fiscal year
2002. Representatives of PricewaterhouseCoopers LLP are expected to
be present at the shareholders' meeting with the opportunity to
make a statement if they so desire and will be available to respond
to appropriate questions.

The reports of Deloitte & Touche LLP on the consolidated
financial statements of the Company and its subsidiaries for the
two fiscal years ended September 30, 2000 and 2001 did not contain
any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting
principles.

During the Company's two fiscal years ended September 30, 2000
and 2001 and the subsequent interim periods through the date of
cessation of the client-auditor relationship, there were no
disagreements between the Company and Deloitte & Touche LLP on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Delotte & Touche LLP, would
have caused them to make reference to the subject matter of the
disagreement in connection with their reports; and there were no
reportable events as described in Item 304(a)(1)(v) of Regulation
S-K.

The Company provided Deloitte & Touche LLP with a copy of the
foregoing disclosures.

During the Company's two fiscal years ended September 30, 2000
and 2001 and the subsequent interim periods through April 30, 2002,
the Company did not consult PricewaterhouseCoopers LLP with respect
to the application of accounting principles to a specified
transaction, either completed or

proposed, or the type of audit opinion that might be rendered on the
Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) of Regulation S-K.

Audit Fees:
- ----------

The aggregate fees billed by PricewaterhouseCoopers LLP for
professional services rendered for the audit of the Company's
annual financial statements for fiscal 2002 and the review of the
financial statements included in the Company's Form 10-Q for the
fiscal quarter ended June 30, 2002 were $55,000. The fees billed
by Deloitte & Touche LLP for professional services rendered for the
review of the financial statements included in the Company's Forms
10-Q for the first two quarters of fiscal 2002 were $18,070.

Financial Information Systems Design and Implementation Fees:
- ------------------------------------------------------------

No fees were billed for professional services for financial
information systems design and implementation.

All Other Fees:
- --------------

The aggregate fees billed or to be billed for professional
services rendered by PricewaterhouseCoopers LLP for fiscal 2002
other than for the services described in the preceding two
paragraphs were $25,000. The Audit Committee of the Board of
Directors has considered whether the provision of these services is
compatible with maintaining the independence of
PricewaterhouseCoopers LLP.

SHAREHOLDER PROPOSALS
---------------------

Proposals of shareholders intended to be included in the
Company's proxy statement and form of proxy relating to the annual
meeting of shareholders to be held in early 2004 must be delivered
in writing to the principal executive offices of the Company no
later than August 25, 2003. The inclusion of any proposal will be
subject to the applicable rules of the Securities and Exchange
Commission.

Except for shareholder proposals to be included in the
Company's proxy materials, the deadline for nominations for
director submitted by a shareholder is forty days before the next
annual meeting and for other shareholder proposals is November 8,
2003. Proposals must be sent to the Secretary of the Company at
our principal executive offices. Any notice from a shareholder
nominating a person as director must include certain additional
information as specified in our Articles of Incorporation.
The Company may solicit proxies in connection with next year's
annual meeting which confer discretionary authority to vote on any
shareholder proposals of which the Company does not receive notice
by November 8, 2003.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-------------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's executive officers, directors and beneficial owners
of 10% or more of the Company's outstanding common stock to file
initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission, The NASDAQ Stock
Market and the Company. Based solely on a review of the copies of
such forms furnished to the Company and written representations
from the Company's executive officers and directors, the Company
believes all persons subject to these reporting requirements filed
the required reports on a timely basis, except for two transactions
reported late on one report for Mr. DeVilliers.

COST OF SOLICITATION
--------------------

The cost of solicitation of proxies will be borne by the
Company, including expenses in connection with the preparation and
mailing of this proxy statement. The Company will reimburse
brokers and nominees their reasonable expenses for sending proxy
material to principals and obtaining their proxies. In addition to
solicitation by mail, proxies may be solicited in person or by
telephone or other electronic means by directors, officers and
other employees of the Company.

OTHER MATTERS
-------------

The Board of Directors does not know of any other matters to
come before the meeting. However, if any other matters come before
the meeting, the persons named in the enclosed form of proxy or
their substitutes will vote said proxy in respect of any such
matters in accordance with their best judgment pursuant to the
discretionary authority conferred thereby.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS
--------------------------------------------------------

The Company may deliver only one annual report or proxy
statement to multiple shareholders sharing an address unless the
shareholder(s) have instructed the Company otherwise. Upon a
shareholder's written or oral request, the Company will deliver a
separate copy of the annual report or proxy statement at a shared
address to which a single copy was delivered. Please write the
Treasurer at 1801 Art Museum Drive, Jacksonville, Florida 32207 or
call the Treasurer at (904) 396-5733 if you wish to receive a
separate annual report or proxy statement in the future. You may
also write or call the Treasurer at that address or telephone
number to request delivery of a single copy of the annual report or
proxy statement if you are receiving multiple copies of the annual
report or proxy statement at a shared address and would like only
one copy.

BY ORDER OF THE BOARD OF DIRECTORS

December 23, 2002 Dennis D. Frick
Secretary

PLEASE RETURN THE ENCLOSED FORM OF PROXY,
DATED AND SIGNED, IN THE ENCLOSED ADDRESSED ENVELOPE,
WHICH REQUIRES NO POSTAGE.

SHAREHOLDERS MAY RECEIVE WITHOUT CHARGE A COPY OF PATRIOT
TRANSPORTATION HOLDING, INC.'S ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-K INCLUDING THE FINANCIAL STATEMENTS
AND THE FINANCIAL STATEMENT SCHEDULES BY WRITING TO THE TREASURER
AT 1801 ART MUSEUM DRIVE, JACKSONVILLE, FLORIDA 32207.

PATRIOT TRANSPORTATION HOLDING, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS

FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR FEBRUARY 5, 2003

The undersigned hereby appoints Edward L. Baker and John D.
Baker II, or either of them, the attorneys, agents and proxies of
the undersigned with full power of substitution to vote all the
shares of common stock of Patriot Transportation Holding, Inc.
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held at 155 East 21st Street,
Jacksonville, Florida on February 5, 2003, at 2 o'clock in the
afternoon, local time, and all adjournments thereof, with all the
powers the undersigned would possess if then and there personally
present. Without limiting the general authorization and power
hereby given, the above proxies are directed to vote as instructed
on the matters below:

1. / / FOR the nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) listed below

Francis X. Knott, James H. Winston, Robert H. Paul III and
H. Jay Skelton

To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided.

___________________________________________________________________

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

(Continued and to be signed on other side)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Shares represented by properly executed and returned
proxies will be voted at the meeting in accordance with the
undersigned's directions or, if no directions are indicated, will
be voted in favor of the election of the nominees proposed in this
proxy statement and, if any other matters properly come before the
meeting, in accordance with the best judgment of the persons
designated as proxies.

The undersigned hereby revokes any proxy heretofore given with
respect to said stock, acknowledges receipt of the Notice and the
Proxy Statement for the meeting accompanying this proxy, each dated
December 23, 2002, and authorizes and confirms all that the said
proxies or their substitutes, or any of them, may do by virtue
hereof.

Dated:________________________________

_______________________________________
Signature

_______________________________________
Signature, if held jointly

IMPORTANT: Please date this proxy
and sign exactly as your name or
names appear(s) hereon. If the stock
is held jointly, signatures should
include both names. Personal
representatives, trustees, guardians
and others signing in a
representative capacity should give
full title. If you attend the
meeting you may, if you wish,
withdraw your proxy and vote in
person.

PLEASE RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE.

Proxy Statement dated December 23, 2002