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

                               FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

			               Commission File Number:   000-17554

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

 501 Riverside Avenue, Suite 500, Jacksonville, Florida 32202, 904-396-5733
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(Address, including zip code, and telephone number, including area code, of
  registrant's principal executive offices)

                Preferred Share Purchase Rights
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      (Title of each class of securities covered by this Form)

            Common Stock, Par Value $.10 per share
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(Titles of all other classes of securities for which a duty to file reports
  under section 13(a) or 15(d) remains)

    Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

	Rule 12g-4(a)(1)	X
	Rule 12g-4(a)(2)
	Rule 12h-3(b)(1)(i)
	Rule 12h-3(b)(1)(ii)
	Rule 15d-6

    Approximate number of holders of records as of the certification or
notice date: 0

    Pursuant to the requirements of the Securities Exchange Act of 1934,
Patriot Transportation Holding, Inc. has caused this certification/notice
to be signed on its behalf by the undersigned duly authorized person.


                                     /s/ John D. Milton, Jr.
Date:  10/20/2009		By: _____________________________________
				    John D. Milton, Jr.
                                    Executive Vice President

Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.
The registrant shall file with the Commission three copies of Form 15, one of
which shall be manually signed.  It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person. The name
and title of the person signing the form shall be typed or printed under
the signature.

    Persons who respond to the collection of information contained
    in this form are not required to respond unless the form displays
    a currently valid OMB control number.