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):  May 6, 2009

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)

501 Riverside Avenue, Suite 500
Jacksonville, Florida                              32202
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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.

                               May 6, 2009


ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION

	On May 6, 2009, Patriot Transportation Holdings, Inc.
(the "Company") issued a press release announcing its earnings
for the second quarter of fiscal 2009. 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 May 6, 2009.





                               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:  May 6, 2009		By:  /s/  John D. Milton, Jr.

        			------------------------------------
                                John D. Milton, Jr.
				Vice President and Chief Financial
                                Officer



                             EXHIBIT INDEX


Exhibit No.
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99.1	Press Release dated May 6, 2009 issued by Patriot
        Transportation Holdings, Inc.