SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549

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

                            FORM 8-K

                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

Date  of  Report (Date of earliest event reported):  January  26,
2005

              PATRIOT TRANSPORTATION HOLDING, INC.
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     (Exact name of registrant as specified in its charter)



        FLORIDA               0-17554            59-2924957
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    (State or other         (Commission       (I.R.S. Employer
      jurisdiction         File Number)      Identification No.)
   of incorporation)

1801 Art Museum Drive                               32207
Jacksonville, Florida
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(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code: (904) 396-5733

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  (Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box below if  the  Form  8-K  filing  is
intended to simultaneously satisfy the filing obligation  of  the
registrant  under  any of the following provisions  (see  General
Instruction A.2. below):

[   ]  Written  communications pursuant to  Rule  425  under  the
Securities Act (17 CRF 230.425)

[   ]  Soliciting  material pursuant to  Rule  14a-12  under  the
Exchange Act (17 CFR 240.14a-12)





[   ]  Pre-commencement communications pursuant to Rule  14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

[   ]   Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))



                   CURRENT REPORT ON FORM 8-K

              PATRIOT TRANSPORTATION HOLDING, INC.

                        January 26, 2005


ITEM  2.02.  DISCLOSURE  OF RESULTS OF OPERATIONS  AND  FINANCIAL
CONDITION

      On  January 26, 2005, Patriot Transportation Holdings, Inc.
(the "Company") issued a press release announcing its fiscal 2005
first  quarter earnings. A copy of the press release is furnished
as Exhibit 99.1.

     The information in this report (including the exhibit) shall
not  be  deemed to be "filed" for purposes of Section 18  of  the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or  otherwise subject to the liability of that section, and shall
not  be incorporated by reference into any registration statement
or  other  document filed under the Securities Act  of  1933,  as
amended,  or  the Exchange Act, except as shall be expressly  set
forth by specific reference in such filing.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits.

     99.1 Press Release dated January 26, 2005.






                           SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Current Report to be
signed   on   its  behalf  by  the  undersigned  thereunto   duly
authorized.

                         PATRIOT  TRANSPORTATION  HOLDING,INC.


Date: January 26, 2005   By: /s/ Ray M. Van Landingham

                         -----------------------------------
                         Ray M. Van Landingham
                         Vice   President,   Finance   and
                         Administration and Chief Financial
                         Officer




                          EXHIBIT INDEX


Exhibit No.
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99.1 Press Release dated January 26, 2005 issued by Patriot
     Transportation Holdings, Inc.