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<TYPE>EX-99
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<FILENAME>charterb.txt
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                                EXHIBIT A
                       CONSOLIDATED-TOMOKA LAND CO.
                         AUDIT COMMITTEE CHARTER

ROLE AND PURPOSE
----------------
There shall be a committee of the Board of Directors to be known as
the "Audit Committee."  The purpose of the Audit Committee is to
provide assistance to the Board of Directors in fulfilling its
oversight responsibilities with respect to (1) the integrity of the
Company's financial statements, (2) the Company's compliance with
legal and regulatory requirements, (3) the qualifications,
independence and performance of the Company's independent auditor, (4)
the Company's systems of internal controls regarding finance and
accounting established by management and the Board, and (5) the
Company's auditing, accounting and financial reporting processes
generally.  In so doing, it is the responsibility of the Audit
Committee to maintain free and open means of communication between the
Board, the independent auditors and management.  The Company's
independent auditors, in their capacity as independent public
accountants, shall be responsible to the Board of Directors and the
Audit Committee as representatives of the shareholders.

COMPOSITION
-----------
Members of the Audit Committee shall be elected annually by the full
board and shall hold office until the earlier of (1) the election of
their respective successors, (2) the end of their service as a
director of the Company (whether through resignation, removal,
expiration of term, or death), or (3) their resignation from the
Committee.  The chairperson of the Committee may be selected by the
Board of Directors or, if it does not do so, the Committee members may
elect a chairperson by vote of a majority of the full Committee.

The Audit Committee shall be composed entirely of independent
directors.  The membership of the Committee shall consist of at least
three directors, each of whom shall satisfy the independence,
financial literacy and experience requirements of the Securities
Exchange Act of 1934 and the American Stock Exchange, as in effect
from time to time.  The chairperson of the Committee shall satisfy the
financially sophistication requirements of the American Stock
Exchange. At least one member of the committee shall be an "audit
committee financial expert" (as such term may be defined by the
Securities and Exchange Commission).

AUTHORITY AND RESOURCES
-----------------------
The Committee has the sale authority to hire and fire independent
auditors and to approve any significant non-audit relationship with
the independent auditors.

The Committee shall have the authority to retain outside legal,
accounting or other advisors, as it determines necessary to carry out
its duties.  The Committee shall determine the extent of funding
necessary for payment of compensation to the independent auditor for
the purpose of rendering or issuing an audit report and to any
independent legal, accounting or other advisors retained to advise the
Committee.


<PAGE>                             1


AUTHORITY AND RESOURCES (CONTINUED)
-----------------------------------
The Committee shall preapprove all auditing services and permissible
non-audit services (including the fees and terms thereof) to be
performed for the Company by its independent auditor, subject to the
de minimus exceptions for non-audit services described in the
Securities Exchange Act of 1934 and the rules promulgated thereunder
which are approved by the Committee prior to the completion of the
audit.  The Committee may form and delegate authority to subcommittees
consisting of one or more members when appropriate, including the
authority to grant preapprovals of audit and permitted non-audit
services, provided that decisions of such subcommittee to grant
preapprovals shall be presented to the full Committee at its next
scheduled meeting.

DUTIES AND RESPONSIBILITIES
---------------------------
In carrying out its responsibilities, the Audit Committee believes its
policies and procedures should remain flexible, in order to best react
to changing conditions and to ensure that the corporate accounting and
reporting practices of the Company are in accordance with all
requirements and are of the highest quality.

The Audit Committee's duties and responsibilities shall be to:

      Financial Statement and Disclosure Matters
      ------------------------------------------
      *  Discuss the annual audited financial statements and
         quarterly financial statements with management and the
         independent auditor.

      *  Periodically discuss with management and the independent
         auditor significant financial reporting issues and judgments
         made in connection with the preparation of the Company's
         financial statements, including any significant changes in
         the Company's selection or application of accounting
         principles, any difficulties encountered in the course of
         audit work, including any restrictions on the scope of
         activities or access to required information, any major
         issues as to the adequacy of the Company's internal control
         over financial reporting and any special steps adopted in
         light of material control deficiencies.

      *  Review and discuss with management and the independent
         auditor management's report on internal control over
         financial reporting and the independent auditor's attestation
         report on management's assessment of the Company's internal
         control over financial reporting prior to the filing of the
         Company's Form 10-K.

      *  Review disclosures made to the Committee by the Company's
         Chief Executive Officer and Chief Financial Officer during
         their certification process for the Form 10-K and Form 10-Q
         about any significant deficiencies in the design or
         operation of internal control over financial reporting or
         material weaknesses therein and any fraud involving
         management or other employees who have a significant role in
         the Company's internal control over financial reporting.



<PAGE>                              2


DUTIES AND RESPONSIBILITIES (CONTINUED)
---------------------------------------
      * Discuss with the independent auditor the following matters:

            * Methods used to account for significant unusual
              transactions.
            * Effects of significant accounting policies in
              controversial or emerging areas for which there is a
              lack of authoritative guidance or consensus.
            * Processes used by management in formulating particularly
              sensitive accounting estimates and the basis for the
              independent auditor's conclusions regarding the
              reasonableness of those estimates.
            * Material audit adjustments proposed and immaterial
              adjustments not recorded by management.
            * Auditor's judgments about the quality of the Company's
              accounting principles.
            * Disagreements with management over the application of
              accounting principles, the basis for management's
              accounting estimates, and the disclosures in the
              financial statements.
            * All critical accounting policies and practices used.
            * All alternative accounting and disclosure treatments of
              material financial information within generally accepted
              accounting principles (GAAP) that have been discussed
              with management, including the ramifications of the use
              of such alternative treatments and disclosures and the
              treatment preferred by the independent auditor.
            * Other material written communications between the
              independent auditor and management.

      * Periodically discuss with management and the independent
        auditor the quality and adequacy of the Company's internal
        control over financial reporting, any special steps adopted in
        light of material control deficiencies and the adequacy of
        disclosures about changes in internal control over financial
        reporting.

      * Review with the independent auditor and management the
        coordination of audit efforts to assure completeness of
        coverage, reduction of redundant efforts, and the effective
        use of audit resources.

       OVERSIGHT OF RELATIONSHIP WITH INDEPENDENT AUDITOR
       --------------------------------------------------
      * Be directly responsible for the selection and appointment,
        retention, compensation, termination and oversight of the work
        of the Company's independent auditor, including the approval
        of all audit engagement fees and terms and resolution of
        disagreements between management and the independent auditor
        regarding financial reporting.

      * On an annual basis, review and discuss with the independent
        auditor all relationships between the independent auditor and
        the Company in order to evaluate the independent auditor's
        continued independence.  The Committee shall ensure annual
        receipt of a formal written statement from the independent
        auditor consistent with the standards set by the Independence
        Standards Board and shall discuss with the independent auditor
        all relationships or services that may affect auditor
        independence or objectivity.

<PAGE>                              3

DUTIES AND RESPONSIBILITIES (CONTINUED)
---------------------------------------
      OVERSIGHT OF RELATIONSHIP WITH INDEPENDENT AUDITOR (CONTINUED)
      --------------------------------------------------------------
      * Review all reports required to be submitted by the independent
        auditor to the committee under the Securities Exchange Act of
        1934.

      * Evaluate the independent auditor's qualifications, performance
        and independence, including the review and evaluation of the
        lead partner of the independent auditor, and taking into
        account the opinions of management, and present its
        conclusions with respect to the independent auditor to the
        full Board of Directors.

      * Obtain from the independent auditor assurance that Section
        10A(b) of the Exchange Act has not been implicated.

      GENERAL
      -------
      * Provide an open avenue of communication between the
        independent auditor, management and the Board of Directors.

      * Meet periodically with the independent auditor and management
        in separate executive sessions to discuss any matters that the
        Committee or these groups believe should be discussed
        privately with the Audit Committee.

      * Recommend to the Board of Directors policies for the Company's
        hiring of current or former employees of the independent
        auditor.

      * Establish procedures for (1) the receipt, retention and
        treatment of complaints received by the Company regarding
        accounting, internal accounting controls or auditing matters
        and (2) the confidential, anonymous submission by employees of
        the Company of concerns regarding questionable accounting or
        auditing matters.

      * Prepare the report required by the Securities and Exchange
        Commission to be included in the Company's annual proxy
        statement and any other committee reports required by
        applicable securities laws or stock exchange listing
        requirements or rules.

      * Oversee all related party transactions entered into by the
        Company to the extent required by the rules of the American
        Stock Exchange.

      * Meet as circumstances require, but at least on a quarterly
        basis.

      * Report regularly to the Board of Directors, by means of
        written or oral reports, submission of minutes of Committee
        meetings or otherwise, from time to time or whenever it shall
        be called upon to do so,  including a review of any issues
        that arise with respect to the quality or integrity of the
        Company's financial statements, the Company's compliance with
        legal or regulatory requirements or the performance and
        independence of the Company's independent auditor.

<PAGE>                             4

DUTIES AND RESPONSIBILITIES (CONTINUED)
---------------------------------------
      GENERAL (CONTINUED)
      -------------------
      * Inquire of management and the independent auditor about
        significant risks or exposures and assess the steps management
        has taken to minimize such risk.

      * Discuss with the Company's General Counsel legal matters that
        may have had a material impact on the financial statements or
        the Company's compliance policies.

      * Review and update this Charter annually.

INTERPRETATIONS AND DETERMINATIONS
----------------------------------
The Committee shall have the power and authority to interpret this
Charter and make any determinations as to whether any act taken has
been taken in compliance with the terms hereof.

LIMITATIONS
-----------
While the Audit Committee has the responsibilities and powers set
forth in this Charter, it is not the duty of the Audit Committee to
plan or conduct audits or to determine that the Company's financial
statements and disclosures are complete and accurate and are in
accordance with generally accepted accounting principles and
applicable rules and regulations. These are the responsibilities of
management and the independent auditor.

As amended April 27, 2005






























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