UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

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

                                FORM 8-K12B

                               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 3, 2014

                             FRP HOLDINGS, INC.
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          (Exact name of registrant as specified in its charter)


	   FLORIDA		0-17554		47-2449198
	   --------------	----------	---------------
	   (State or other	(Commission	(I.R.S. Employer
	   jurisdiction		File Number)	Identification No.)
	   of incorporation


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

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

                    PATRIOT TRANSPORTATION HOLDING, INC.
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       (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K12B 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 CFR 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-K12B

                             FRP HOLDINGS, INC.

                              DECEMBER 3, 2014


                             INTRODUCTORY NOTE

    This Current Report on Form 8-K is being filed for the purpose of
establishing FRP Holdings, Inc. as a "successor issuer" to Patriot
Transportation Holding, Inc. pursuantn to 12g-3(a) under the
Securities Exchange Act of 1934, as amended.

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Agreement and Plan of Merger

    On December 3, 2014, Patriot Transportation Holding, Inc. ("Patriot")
reorganized its corporate structure (the "Reorganization") to facilitate the
future separation of the transportation business from the real estate business.
As a result of the reorganization, Patriot became a wholly-owned subsidiary of
FRP Holdings, Inc., a Florida corporation (the "Company").  The Reorganization
was completed pursuant to Section 607.11045 of the Florida Business Corporation
Act ("FBCA") in accordance with the terms of an Agreement and Plan of Merger,
dated December 3, 2014 (the "Merger Agreement") by and among Patriot, the
Company and Patriot Merger Sub, Inc. ("Merger Sub").  Section 607.11045 of the
FBCA provides for the formation of a holding company without a vote of the
shareholders of the constituent corporations.

    To effect the Reorganization, Patriot formed the Company as a wholly-owned
subsidiary, which in turn formed Merger Sub as its wholly-owned subsidiary.
Pursuant to the Merger Agreement, Merger Sub merged with and into Patriot
(the "Merger") with Patriot being the surviving entity. As a result, the
separate corporate existence of Merger Sub ceased and Patriot became a
direct, wholly-owned subsidiary of the Company.

    Pursuant to the Merger Agreement and as a result of the Merger:

 *  all issued and outstanding shares of Patriot common stock were converted
    into shares of the Company's common stock, on a one-for-one basis;

 *  the articles of incorporation and bylaws of the Company immediately after
    the effective time of the Merger were substantially identical to the
    charter and bylaws of Patriot immediately prior to the effective time of
    the Merger;

 *  the Articles of Incorporation of Patriot were amended by the addition of
    the following new ARTICLE XV:

    "In accordance with Section 607.11045 of the Florida Business Corporation
    Act, any act or transaction by or involving the corporation which requires
    for its adoption under the Florida Business Corporation Act or these
    Articles of Incorporation the approval of the shareholders of the
    corporation must also be approved by the shareholders of FRP Holdings,
    Inc., or any successor by merger, by the same vote as required by the
    Florida Business Corporation Act or these Articles of Incorporation."

 *  the directors of Patriot immediately prior to the effective time of the
    Merger became the directors of the Company at the effective time of the
    Merger; and

 *  Patriot retained all of its liabilities.




    It is intended that the Merger will qualify as a reorganization under
Section 368(a) of the Internal Revenue Code of 1986, as amended, and, as a
result, the shareholders of Patriot will not recognize gain or loss for United
States federal income tax purposes.

    The business, management and directors of the Company, and the rights and
limitations of the holders of common stock of the Company immediately following
the Merger are identical to the business, management and directors of Patriot,
and the rights and limitations of holders of Patriot common stock immediately
prior to the Merger.

    In connection with the Reorganization, the Company assumed and agreed to
perform all of Patriot's obligations under Patriot's 2000 Stock Option Plan and
2006 Stock Incentive Plan (the "Equity Plans"). The agreements and plans of
Patriot assumed by the Company in the Reorganization were each amended as
necessary to provide that references to Patriot in such agreements and plans
shall be read to refer to the Company. In addition, Patriot and the Company
entered into an Omnibus Amendment to the Equity Plans in connection with the
assumption by the Company of the Equity Plans and related agreements.

    Upon consummation of the Merger, the Company's common stock was deemed
to be registered under Section 12(b) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), pursuant to Rule 12g-3(a) promulgated
thereunder. For purposes of Rule 12g-3(a), the Company is the successor issuer
to Patriot.

    In accordance with Rule 414 under the Securities Act of 1933, as amended,
the Company adopted, as successor registrant, Patriot's Registration
Statements on Forms S-8 denoted by File Nos. 333-55132, 333-160386, 333-131475
and 333-125099.

    The foregoing description of the Merger and the Merger Agreement is
qualified in its entirety by reference to the full text of the Merger
Agreement, which is attached hereto as Exhibit 2.1 and incorporated by
reference herein.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

        (d) Exhibits

Exhibit
Number      Description

2.1*        Agreement and Plan of Merger by and among FRP Holdings, Inc.,
            Patriot Transportation Holding, Inc., and Patriot Merger Sub, Inc.,
            dated as of December 3, 2014

10.1*       Assignment and Assumption Agreement, dated as of December 3, 2014,
            between FRP Holdings, Inc. and Patriot Transportation Holding, Inc.

10.2*       Omnibus Amendment to the Patriot Transportation Holding, Inc. 2000
            Stock Option Plan, as amended, and the Patriot Transportation
            Holding, Inc. 2006 Stock Incentive Plan, as amended (collectively,
            the "Equity Plans") and their Related Stock Option Agreements

* Filed herewith.




                                 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.


				FRP HOLDINGS, INC.



Date:  December 3, 2014	        By:  /s/ John D. Milton, Jr.
      				-------------------------------------------
				John D. Milton, Jr.
				Vice President, and Chief Financial Officer