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):  DECEMBER 4, 2013

                    PATRIOT TRANSPORTATION HOLDING, INC.

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

          (Exact name of registrant as specified in its charter)


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


200 W. Forsyth Street
7th Floor
Jacksonville, Florida					32202
---------------------------------------------		--------
(Address of principal executive offices)		(Zip Code)


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

                               DECEMBER 4, 2013


ITEM 5.05. AMENDMENTS TO THE REGISTRANTS CODE OF ETHICS, OR WAIVER
           OF A PROVISION OF THE CODE OF ETHICS

	On DECEMBER 4, 2013, Patriot Transportation Holding, Inc.
(the "Company") amended its Code of Business Conduct and Ethics
(the "Code"), among other things, to (i) enhance clarity and
readability and (ii) amend provisions relating to conflicts of
interest. The revised Code is posted on the Company's website at
http://www.patriottrans.com/legal/corp_gov_docs.asp and is also
attached hereto as Exhibit 14.1.


ITEM 9.01.  EXHIBITS.

	(d)	Exhibits.

		14.1     Code of Business Conduct and Ethics





                                 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:  DECEMBER 4, 2013		By:  /s/ John D. Milton, Jr.
      				----------------------------------------
				John D. Milton, Jr.
				Vice President, and Chief Financial Officer






                               EXHIBIT INDEX


Exhibit      Description
-------      -----------

14.1         Code of Business Conduct and Ethics