SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

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                                 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 4, 2011

                      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 4, 2011


ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

	On May 4, 2011, Patriot Transportation Holdings, Inc. (the "Company")
issued a press release announcing its earnings for the second quarter of
fiscal 2011. 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 4, 2011.




                            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 4, 2011		By:  /s/ John D. Milton, Jr.

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





                            EXHIBIT INDEX

Exhibit No.
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99.1  Press Release dated May 4, 2011 issued by Patriot Transportation
      Holdings, Inc.