<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>proxystatement.txt
<DESCRIPTION>PROXY STATEMENT
<TEXT>
                       UNITED STATES
            SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549

                 SCHEDULE 14A INFORMATION

  Proxy Statement Pursuant to Section 14(a) of the Securities
                   Exchange Act of 1934

Filed by the Registrant |X|
Filed by a Party other than the Registrant |  |

Check the appropriate box:
|  | Preliminary Proxy Statement
|  | Confidential, For Use of Commission Only (as permitted by
     Rule 14a-6(e)(2))
|X | Definitive Proxy Statement
|  | Definitive Additional Materials
|  | Soliciting Material Under Rule 14a-12

               PATRIOT TRANSPORTATION HOLDING, INC.
------------------------------------------------------------------------
         (Name of Registrant as Specified in Its Charter)

------------------------------------------------------------------------
(Names of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X | No fee required
|  | Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
     and 0-11.

(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
    pursuant to Exchange Act Rule 0-11 (set forth the amount on which
    the filing fee is calculated and state how it was determined):
------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------

<PAGE>

(5) Total fee paid:
-------------------------------------------------------------------------
|  | Fee paid previously with preliminary materials:
-------------------------------------------------------------------------

|  | Check box if any part of the fee is offset as provided by Exchange
     Act Rule 0-11(a)(2)  and identify the filing for which the offsetting
     fee was paid  previously.  Identify the previous filing by registration
     statement number, of the form or schedule and the date of its filing.

(1) Amount previously paid:
---------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------

(3) Filing Party:
---------------------------------------------------------------------------

(4) Date Filed:
---------------------------------------------------------------------------

<PAGE>


_________________________
501 Riverside Avenue
Suite 500
Jacksonville, Florida 32202
Phone (904) 396-5733


                                                   December 17, 2010

Dear Shareholder:

	I invite you to attend our Annual Meeting of Shareholders, which
will be held on Wednesday, February 2, 2011, at 10:00 a.m. in the Riverfront
Conference Room at the St. Joe Building, 245 Riverside Avenue, Jacksonville,
Florida.

      Details regarding the business to be conducted at the meeting are
described in the accompanying Notice of Annual Meeting of Shareholders and
Proxy Statement. At the meeting, I will report on the Company's operations
and plans.  We also will leave time for your questions.

	We hope that you are able to attend the meeting. Whether or not you
plan to attend, it is important that your shares be represented and voted
at the meeting. Therefore, I urge you to promptly vote and submit your proxy
by signing, dating and returning the enclosed proxy card in the enclosed
envelope.  If you are a shareholder of record and you decide to attend the
Annual Meeting, you will be able to vote in person, even if you previously
have submitted your proxy.

	Thank you for your ongoing support of Patriot Transportation
Holding, Inc.

                                   Sincerely,


                                   Thompson S. Baker II
                                   President and Chief Executive Officer


<PAGE>


                 2011 ANNUAL MEETING OF SHAREHOLDERS

             NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

                           TABLE OF CONTENTS

Notice of Annual Meeting of Shareholders -----------------------------ii

Proxy Statement--------------------------------------------------------1

Corporate Governance---------------------------------------------------4

Board Structure and Committee Membership-------------------------------5

Nominating Process-----------------------------------------------------7

Proposal No. 1 - Election of Directors---------------------------------9

Proposal No. 2 - Ratification of Independent Registered Public
 Accounting Firm------------------------------------------------------11

Proposal No. 3 - Advisory Vote on Executive Compensation--------------11

Proposal No. 4 - Advisory Vote of the Frequency of the Say-On-Pay
  Vote----------------------------------------------------------------12

Shareholder Return Performance----------------------------------------12

Compensation Discussion and Analysis----------------------------------13

Compensation Committee Report-----------------------------------------20

Executive Compensation------------------------------------------------20

Non-Employee Director Compensation------------------------------------27

Related Party Transactions--------------------------------------------31

Common Stock Ownership of Certain Beneficial Owners-------------------32

Common Stock Ownership by Directors and Executive Officers------------32

Audit Committee Report------------------------------------------------34

Independent Registered Public Accounting Firm-------------------------34

Additional Information------------------------------------------------35

Annex A     Audit Committee Charter

<PAGE>

              PATRIOT TRANSPORTATION HOLDING, INC.
     501 Riverside Avenue, Suite 500, Jacksonville, Florida 32202


                            NOTICE OF
                 ANNUAL MEETING OF SHAREHOLDERS

TIME AND DATE                 10:00 a.m. on Wednesday, February 2, 2011

PLACE                         Riverfront Conference Room
                              St. Joe Building
                              245 Riverside Avenue
                              Jacksonville, Florida

ITEMS OF BUSINESS             (1) To elect as directors the three nominees
                              named in the attached proxy statement for a
                              4 year term.
                              (2) To ratify the Audit Committee's
                              selection of the independent registered
                              public accounting firm.
                              (3) To hold an advisory vote on executive
                              compensation.
                              (4) To vote on a proposal to hold an advisory
                               vote on executive compensation every year.
                              (5) To transact such other business as may
                               properly come before the meeting and any
                               adjournment.

RECORD DATE                   You are entitled to vote if you were a
                              shareholder of record at the close of
                              business on Monday, December 13, 2010.

ANNUAL REPORT                 Our 2010 Annual Report, which is not part of
                              the proxy soliciting materials, is enclosed.

PROXY VOTING                  Please submit a proxy as soon as possible so
                              that your shares can be voted at the meeting
                              in accordance with your instructions.  If you
                              are a shareholder of record and you attend the
                              meeting, you may withdraw your proxy and vote
                              in person.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 2, 2011:  This Notice of Annual
Meeting and Proxy Statement and the 2010 Annual Report are available on our
website at www.patriottrans.com.



					       John D. Milton, Jr.
                                               Corporate Secretary


         This Proxy Statement and Proxy Card are being distributed on
                         or about December 17, 2010.

<PAGE>

PROXY STATEMENT

       The Board of Directors (the "Board") of Patriot Transportation
Holding, Inc. ("Patriot", "w", "us", "our" or the "Company") is soliciting
proxies for the Annual Meeting of Shareholders.  You are receiving a proxy
statement because you own shares of Patriot common stock that entitle you
to vote at the meeting.  By use of a proxy,you can vote whether or not you
attend the meeting.  The proxy statement describes the matters we would
like you to vote on and provides information on those matters so you can
make an informed decision.

       The information included in this proxy statement relates to
proposals to be voted on at the meeting, voting process, compensation of
directors and our most highly paid officers, and other required information.

Purpose of the Annual Meeting

	The purpose of the Annual Meeting is to elect as directors the
three nominees named in this proxy statement, to ratify the Audit
Committee's selection of the independent registered public accounting
firm, to hold an advisory vote on executive compensation, to vote on a
proposal to hold an advisory vote on executive compensation every year and
to conduct such other business as may properly come before the Annual
Meeting.

Annual Meeting Admission

	You are invited to attend the meeting in person. The meeting will
be held at 10:00 a.m. on Wednesday, February 2, 2011 in the Riverfront
Conference Room at the St. Joe Building, 245 Riverside Avenue,
Jacksonville, Florida.

	We reserve the right to require proof of ownership of Patriot
stock, as well as a form of personal photo identification, in order for
you to be admitted to the meeting. If your shares are held in the name of
a bank, broker or other holder of record, you must bring a brokerage
statement or other proof of ownership with you to the meeting.  No
ameras, recording equipment, electronic devices, large bags, briefcases,
or packages will be permitted in the meeting.

	We reserve the right to adopt other rules and to implement
additional security measures for the meeting.

Quorum

	A quorum is the minimum number of shares required to hold a
meeting.  A majority of the outstanding shares of our common stock must
be represented in person or by proxy at the meeting to establish a quorum.
Both abstentions and broker non-votes are counted as present for
determining the presence of a quorum. Broker non-votes, however, are
not counted as shares present and entitled to be voted with respect to
the matter on which the broker has not voted.  Thus, broker non-votes
will not affect the outcome of any of the matters to be voted on at the
Annual Meeting. Generally, broker non-votes occur when shares held by a
broker for a beneficial owner are not voted with respect to a particular
proposal because (1) the broker has not received voting instructions
from the beneficial owner and (2) the broker lacks discretionary voting
power to vote such shares.

Shareholders Entitled to Vote

	Each share of our common stock outstanding as of the close of
business on December 13th, 2010, the record date, is entitled to one
vote at the Annual Meeting on each matter properly brought before the
meeting.  As of that date, there were 3,087,416 shares of common stock
issued and outstanding.

	Many Patriot shareholders hold their shares through a
stockbroker, bank, trustee, or other nominee rather than directly in
their own name. As summarized below, there are some distinctions
between shares held of record and those owned beneficially:

        * SHAREHOLDER OF RECORD - If your shares are registered
          directly in your name with Patriot's Transfer Agent, American
          Stock Transfer & Trust Company, you are considered the
          shareholder of record of those shares and these proxy
          materials are being sent directly to you by

<PAGE>

	  Patriot.  As the shareholder of record, you have the right
          to grant your voting proxy directly to Patriot or to vote
          in person at the meeting.

        * BENEFICIAL OWNER - If your shares are held in a stock
          brokerage account, by a bank, trustee, or other nominee,
          you are considered the beneficial owner of shares held in
          street name and these proxy materials are being forwarded
          to you by your broker, trustee, or nominee who is considered
          the shareholder of record of those shares.  As the beneficial
          owner, you have the right to direct your broker, trustee or
          nominee on how to vote and are also invited to attend the
          meeting.  However, since you are not the shareholder of
          record, you may not vote these shares in person at the
          meeting.  Your broker, trustee, or nominee is obligated
          to provide you with a voting instruction card for you to
          use.

        * PROFIT SHARING PLAN AND TRUST - If your shares are held
          in your account in the Patriot Transportation Holding, Inc.
          Profit Sharing and Deferred Earnings Plan (the "Profit
          Sharing Plan"), you are considered the beneficial owner of
          these shares and the trustee of the plan is the shareholder
          of record.  Participants in the Profit Sharing Plan may
          direct the trustee how to vote the shares allocated to
          their account by following the voting instructions
          contained on the proxy card.  If voting instructions are
          not received for shares in the Profit Sharing Plan,
          those shares will be voted in the same proportion as the
          shares in such plan for which voting instructions are
          received.

Proposals You Are Asked to Vote On and the Board's Voting Recommendations

	At the Annual Meeting, the shareholders will vote on whether to
elect the three director nominees named in this proxy statement to serve
as directors for a four year term.  Our Board recommends that you
vote "FOR" each nominee of the Board.

	The shareholders also will vote on the proposal to ratify
the Audit Committee's selection of the Independent Registered Public
Accounting Firm.  Our Board recommends that you vote "FOR" ratification.

	Finally, the shareholders will make a non-binding advisory
vote on (i) whether to approve the compensation of the named executive
officers as described in this proxy statement and (ii) a proposal to
hold an advisory vote on executive compensation every year.  Our
Board recommends that you vote "FOR" approval of the proposed
executive compensation and "FOR" approval of an annual advisory note.

	Other than the proposals described in this proxy statement,
the Board is not aware of any other matters to be presented for a
vote at the Annual Meeting.  If you grant a proxy, any of the
persons named as proxy holders will have the discretion to
vote your shares on any additional matters properly presented for
a vote at the meeting. If any of our nominees are unavailable as
a candidate for director, the persons named as proxy holders will
vote your proxy for another candidate or candidates as may be
nominated by the Board of Directors.

Required Vote

	The nominees for election as directors at the Annual
Meeting will be elected by a plurality of the votes cast at the
meeting. This means that the director nominee with the most votes
for a particular slot is elected for that slot.  Votes withheld
from one or more director nominees will have no effect on the
election of any director from whom votes are withheld.

	All other proposals will be approved if the number of
votes cast in favor of the proposal exceeds the number of votes
cast against the proposal.

	If you are a beneficial owner and do not provide the
shareholder of record with voting instructions, your shares
may constitute "broker non-votes."  A "broker non-vote"
occurs when a bank, broker or other holder of record holding
shares for a beneficial owner does not vote on a particular
proposal because that holder does not have discretionary
voting power under New York Stock Exchange ("NYSE") rules and
has not received instructions from the beneficial owner.  If
you are a beneficial owner, your bank, broker or other
holder of record is permitted under

<PAGE>

NYSE rules to vote your shares on the ratification of our
independent registered public accounting firm even if the
record holder does not receive voting instructions from you.
The record holder may not vote on the election of directors
or on either advisory proposal regarding executive
compensation without voting instructions from you, however.
Without your voting instructions on the election of directors,
a broker non-vote will occur.  In tabulating the voting result
for any particular proposal, shares that constitute broker
non-votes will not be included in vote totals and will have
no effect on the outcome of any vote.

Voting Methods

	If you hold shares directly as the shareholder of
record, you may vote by granting a proxy or, if you hold
shares beneficially in street name, by submitting voting
instructions to your broker or nominee.  If you own shares
beneficially as a participant in the Profit Sharing Plan,
you may vote by submitting voting instructions to the trustee.
Please refer to the summary instructions included on your
proxy card or, for shares held in street name, the voting
instructions card included by your broker or nominee.

Changing Your Vote

	You may change your proxy instructions at any time
prior to the vote at the Annual Meeting. For shares held
directly in your name, you may accomplish this by granting
a new proxy or by voting in person at the Annual Meeting.
For shares held beneficially by you, you may change your
vote by submitting new voting instructions to your broker
or nominee.

Counting the Vote

	In the election of directors, you may vote "FOR"
all of the nominees or your vote may be "WITHHELD" from
one or more of the nominees.  For the other proposals,
you may vote "FOR," "AGAINST," or "ABSTAIN."   If you
are a shareholder of record and you sign your proxy
card with no further instructions, your shares will be
voted in accordance with the recommendations of the Board.
Shares held in your account in the Profit Sharing Plan
will be voted by the trustee as described in Shareholders
Entitled to Vote on page 1.

Results of the Vote

	We will announce preliminary voting results at the
meeting and publish final results in our Quarterly Report
on Form 8-K within four (4) business days following the
meeting.

Delivery of Proxy Materials

	This Notice of Annual Meeting and Proxy Statement
and the 2010 Annual Report are available on our website at
www.patriottrans.com under Investor Relations. Instead of
receiving future copies of our Proxy Statement and
accompanying materials by mail, beneficial owners may be
able to receive copies of these documents electronically.
Please check the information provided in the proxy
materials sent to you by your bank or other holder of
record regarding the availability of this service.

Householding

	Securities and Exchange Commission rules now allow
us to deliver a single copy of an annual report and proxy
statement to any household at which two or more
shareholders reside, if we believe the shareholders are
members of the same family.  This rule benefits both you
and the Company.  We believe it eliminates irritating
duplicate mailings that shareholders living at the same
address receive and it reduces our printing and mailing
costs.  This rule applies to any annual reports, proxy
statements, proxy statements combined with a prospectus,
or information statements.  Each shareholder will continue
to receive a separate proxy card or voting instruction
card.

	Your household may have received a single set of
proxy materials this year.  If you prefer to receive your
own copy now or in future years, please request a duplicate
set by contacting John D. Milton, Jr. at (904) 396-5733
or by mail at 501 Riverside Avenue, Suite 500, Jacksonville,
Florida 32202.

<PAGE>


	If a broker or other nominee holds your shares, you
may continue to receive some duplicate mailings. Certain
brokers will eliminate duplicate account mailings by
allowing shareholders to consent to such elimination, or
through implied consent if a shareholder does not request
continuation of duplicate mailings.  Since not all brokers
and nominees may offer shareholders the opportunity this
year to eliminate duplicate mailings, you may need to
contact your broker or nominee directly to discontinue
duplicate mailings from your broker to your household.

List of Shareholders

	The names of shareholders of record entitled
to vote at the Annual Meeting will be available at the
Annual Meeting and for ten days prior to the meeting for
any purpose germane to the meeting, between the hours of
9:00 a.m. and 4:30 p.m., at our principal executive
offices at 501 Riverside Avenue, Suite 500, Jacksonville,
Florida, by contacting the Secretary of the Company.

Cost of Proxy Solicitation

	Patriot will pay for the cost of preparing,
assembling, printing, mailing, and distributing these
proxy materials.  In addition to mailing these proxy
materials, the solicitation of proxies or votes may be
made in person, by telephone, or by electronic
communication by our directors, officers, and employees,
who do not receive any additional compensation for these
solicitation activities.  We will reimburse brokerage
houses and other custodians, nominees, and fiduciaries
for their reasonable out-of-pocket expenses for forwarding
proxy and solicitation materials to beneficial owners of
stock.

Transfer Agent

	Our Transfer Agent is American Stock Transfer &
Trust Company.  All communications concerning shareholders
of record accounts, including address changes, name
changes, common stock transfer requirements, and similar
matters can be handled by contacting American Stock
Transfer & Trust Company at 1-800-937-5449, or in
writing at American Stock Transfer & Trust Company, 59
Maiden Lane, Plaza Level, New York, NY  10038.

                     CORPORATE GOVERNANCE

Director Independence

       The Board of Directors is committed to good business
practices, transparency in financial reporting and the
highest level of corporate governance.

	The Board has determined that a majority of the
Board of Directors are independent of management in
accordance with the listing standards of The Nasdaq Stock
Market.  All of the members of the Audit Committee, the
Compensation Committee and the Nominating and Corporate
Governance Committee are independent directors.  In
accordance with Nasdaq listing standards, the Board must
determine that a director has no relationship that, in
the judgment of the Board, would interfere with the
exercise of independent judgment by the director in
carrying out his or her responsibilities.  The listing
standards specify the criteria by which the independence
of our directors will be determined.  The listing
standards also prohibit Audit Committee members from
any direct or indirect financial relationship with the
Company, and restrict commercial relationships of all
directors with the Company.  Directors may not be given
personal loans or extensions of credit by the Company,
and all directors are required to deal at arm's length
with the Company and its subsidiaries and to disclose
any circumstances that might be perceived as a conflict
of interest.

	The Board of Directors has determined that Messrs.
Commander, Fichthorn, Paul, Shad, Stein and Winston are
independent under these standards.

<PAGE>

Meetings of Independent Directors

	Independent directors regularly meet in executive
sessions without management and may select a director to
facilitate the meeting.  During fiscal 2010, the independent
directors met in executive session six times, and Mr.
Commander presided over executive sessions of the independent
directors.

Communication with Directors

	The Board of Directors has adopted the following
process for shareholders to send communications to
members of the Board. Shareholders may communicate with
the chairs of the Audit, Compensation, and Nominating and
Corporate Governance Committees of the Board, or with our
independent directors, by sending a letter to the following
address: Board of Directors, Patriot Transportation Holding,
Inc., c/o Corporate Secretary, 501 Riverside Avenue, Suite
500, Jacksonville, Florida 32202.

Director Attendance at Annual Meeting of Shareholders

	The Company's policy is that our directors are expected
to attend the Annual Meeting of Shareholders unless extenuating
circumstances prevent them from attending.  All directors
attended last year's Annual Meeting of Shareholders other than
Robert H. Paul III, who was unable to attend due to a
scheduling conflict.

Business Conduct Policies

	We believe that operating with honesty and integrity has
earned us trust from our customers, credibility within our
communities, and dedication from our employees.  Our senior
executive and financial officers are bound by our Financial
Code of Ethical Conduct. In addition, our directors, officers
and employees are required to abide by our Code of Business
Conduct and Ethics to ensure that our business is conducted in
a consistently legal and ethical manner.  These policies cover
many topics, including conflicts of interest, protection of
confidential information, fair dealing, protection of the
Company's assets and compliance with laws, rules and
regulations.

	Employees are required to report any conduct that they
believe in good faith to be an actual or apparent violation of
these policies. The Audit Committee has adopted procedures to
receive, retain, and treat complaints received regarding
accounting, internal accounting controls, or auditing matters,
and to allow for the confidential and anonymous submission by
employees of concerns regarding questionable accounting or
auditing matters.

	The Financial Code of Ethical Conduct (as revised on
January 28, 2004) and the Code of Business Conduct and Ethics
(as revised on May 7, 2008) are available on our Web site at
www.patriottrans.com under Corporate Governance.

              BOARD STRUCTURE AND COMMITTEE MEMBERSHIP

	The Board is divided into four classes serving staggered
four-year terms.  The Board has ten directors and the following
four committees: the Audit Committee, the Compensation Committee,
the Nominating and Corporate Governance Committee, and the
Executive Committee.  The membership during fiscal 2010 and the
function of each Committee are described below.

	During fiscal 2010, the Board of Directors held six
meetings.  The Audit Committee held four meetings, the
Compensation Committee held three meetings, and the Nominating
and Corporate Governance Committee held two meetings during
fiscal 2010.  During fiscal 2010, the Executive Committee did
not hold any formal meetings but voted on various matters by
unanimous written consent.  The independent directors met in
executive sessions following Board meetings. All of our
directors attended at least 75% of the  meetings of the Board
and all committees on which the director served, except that
Robert H. Paul, III missed one Nominating Corporate Governance
Committee Meeting and one Compensation Committee meeting and
two board meetings.

       The following chart shows the composition of the
committees of the Board of Directors. Except for the
Executive Committee, each of the committees of the Board is
composed exclusively of independent directors.


<PAGE>

<TABLE>

<CAPTION>

                                                  Nominating/Corporate
     Director             Audit    Compensation       Governance         Executive
     --------             -----    ------------       ----------         ---------
<S>                       <C>      <C>                <C>                <C>
Edward L. Baker                                                              X*
John D. Baker II                                                             X
Charles E. Commander III   X                              X
Thompson S. Baker II                                                         X
Robert H. Paul III         X           X*                 X
H. W. Shad III             X*
Martin E. Stein, Jr.                   X                  X*
James H. Winston                       X


	X - Committee Member			* - Committee Chair

</TABLE>

Audit Committee

	The Audit Committee assists the Board in its
oversight of the Company's accounting and financial
reporting processes and the audit of the Company's
financial statements, the integrity of the Company's
financial statements, compliance with legal and regulatory
requirements, and the qualifications, independence, and
performance of the Company's independent auditor. In
addition to other responsibilities, the Audit Committee
also:

        * Reviews the annual audited and the quarterly
          consolidated financial statements;

        * Discusses with the independent auditor all
          critical accounting policies to be used in the
          consolidated financial statements, all alternative
          treatments of financial information that have been
          discussed with management, other material communications
          between the independent auditor and management, and
          the independent auditor's observations regarding the
          Company's internal controls;

        * Reviews earnings press releases prior to issuance;

        * Appoints, oversees, and approves compensation of the
          independent auditor;

        * Approves all audit and permitted non-audit services
          provided by the independent auditor;

        * Reviews findings and recommendations of the independent
          auditor and management's response to the recommendations
          of the independent auditor;

        * Recommends whether the audited financial statements should
          be included in the Company's Annual Report on Form 10-K; and

        * Reviews and approves all transactions between the Company
          and any related person that are required to be disclosed
          under the rules of the Securities Exchange Commission that
          have not previously been approved by the Company's independent
          directors.

       The Board of Directors has determined that all Audit Committee
members are independent and are able to read and understand financial
statements.  The Board of Directors has also determined that the Chair
of the Committee, H.W. Shad III, qualifies as an "audit committee
financial expert" within the meaning of SEC regulations.  The charter
of the Audit Committee (as revised on December 6, 2006) is available
on our website at www.patriottrans.com under Corporate Governance.

Compensation Committee

       Committee Functions.  The primary functions of the Compensation
Committee are to (1) discharge the responsibilities of the Board of
Directors relating to the compensation of the Company's executive
officers, and (2)

<PAGE>


prepare an annual report on executive compensation to be included in
the Company's proxy statement.  In addition, the Compensation Committee:

      * Reviews and approves the Company's goals and objectives relevant
        to the compensation of the Chief Executive Officer and evaluates
        his job performance in light of those goals and objectives;

      * Establishes compensation levels, including incentive and bonus
        compensation, for the Chief Executive Officer;

      * Establishes and determines, in consultation with the Chief
        Executive Officer, the compensation levels of other senior
        executive officers;

      * Reviews, periodically, with the Chairman and the Chief Executive
        Officer the succession plans for senior executive officers and
        makes recommendations to the Board regarding the selection of
        individuals to occupy these positions; and

      * Administers the Company's stock plans.

	The charter of the Compensation Committee (as revised on
December 1, 2010) is available at www.patriottrans.com under
Corporate Governance.

Nominating and Corporate Governance Committee.

       Under its Charter, the principal functions of the Nominating
and Corporate Governance Committee are to (1) identify individuals
who are qualified to serve on the Company's Board of Directors, (2)
recommend for selection by the Board of Directors the director
nominees for the next annual meeting of the shareholders, (3)
review and recommend to the Board changes to the corporate governance
practices of the Company, and (4) oversee the annual evaluation of
the Board.  In addition, the Nominating and Corporate Governance
Committee establishes criteria for Board membership.

       The charter of the Nominating and Corporate Governance
Committee (as revised on May 2, 2007) is available at
www.patriottrans.com under Corporate Governance.

Executive Committee

	John D. Baker II, Edward L. Baker, Thompson S. Baker II
and John D. Milton, Jr., comprise the Executive Committee.  To
the extent permitted by law, the Executive Committee exercises
the powers of the Board between meetings of the Board of Directors.

                           NOMINATING PROCESS

Role of the Nominating and Corporate Governance Committee in the
Nominating Process

	The Nominating and Corporate Governance Committee
("Nominating Committee") identifies individuals that the
Nominating Committee believes are qualified to become Board
members in accordance with the Director Independence Standards
set forth below, and recommends selected individuals to the Board
for nomination to stand for election at the next meeting of
shareholders of the Company in which directors will be elected.
In the event there is a vacancy on the Board between meetings of
shareholders, the Nominating Committee identifies individuals that
the Nominating Committee believes are qualified to become Board
members in accordance with the Director Independence Standards
set forth below, and recommends one or more of such individuals
for appointment to the Board.

Director Qualification Standards

      	The Committee has established the following standards
and qualifications for members of the Board of Directors:


<PAGE>

        * Each director shall at all times represent the
          interests of the shareholders of the Company.

        * Each director shall at all times exhibit high
          standards of integrity, commitment and independence
          of thought and judgment.

        * Each director shall dedicate sufficient time,
          energy and attention to ensure the diligent
          performance of his or her duties, including
          attending shareholder meetings and meetings of the
          Board and Committees of which he or she is a
          member, and by reviewing in advance all meeting
          materials.

        * The Board shall meet the applicable standards of
          independence from the Company and its management.

        * The Board shall encompass a range of talent, skill
          and expertise sufficient to provide sound and prudent
          guidance with respect to all of the Company's
          operations and interests.

Identification, Evaluation and Selection of Nominees

	In the event the Committee recommends an increase in the
size of the Board or a vacancy occurs, the Committee may consider
qualified nominees from several sources, including current Board
members and search firms.  The Committee may from time to time
retain a search firm to help the Committee identify qualified
director nominees for consideration by the Committee.  The
Committee evaluates qualified director nominees against the
current director qualification standards described above and
reviews qualified director nominees with the Board.  The
Committee and the Chairman of the Board interview candidates
that meet the director qualification standards, and the
Committee selects nominees that best suit the Board's current
needs and recommends one or more of such individuals for
appointment to the Board.

Nominees Proposed by Shareholders for Consideration by the
  Committee

	The Committee will consider properly submitted
shareholder nominees for candidates for membership on the Board
of Directors.  Shareholders proposing individuals for consideration
by the Committee must include at least the following information
about the proposed nominee:  the proposed nominee's name, age,
business or residence address, principal occupation or
employment, and whether such person has given written consent
to being named in the proxy statement as a nominee and to
serving as a director if elected.  Shareholders should send the
required information about the nominee to:

                      Corporate Secretary
              Patriot Transportation Holding, Inc.
                501 Riverside Avenue, Suite 500
                  Jacksonville, Florida 32202

	In order for an individual proposed by a shareholder to
be considered by the Committee for recommendation as a Board
nominee for the Annual Meeting of Shareholders to be held in
early 2012, the Corporate Secretary must receive the proposal
no later than 5 p.m. Eastern Time on September 30, 2011.  Such
proposals must be sent via registered, certified or express
mail.  The Corporate Secretary will send properly submitted
shareholder proposed nominations to the Committee Chair for
consideration at a future Committee meeting.  Individuals
proposed by shareholders in accordance with these procedures
will receive the same consideration that individuals
identified to the Committee through other means receive.

Nominations by Shareholders at Annual Meeting

       The Company's Articles of Incorporation provide that
only persons who are nominated in accordance with the procedures
set forth in the Articles of Incorporation shall be eligible for
election as directors by the shareholders.  Under the Articles
of Incorporation, directors may be nominated, at a meeting of
shareholders at which directors are being elected, by (1) the
Board of Directors or any committee or person authorized or
appointed by the Board of

<PAGE>

Directors, or (2) by any shareholder who is entitled to vote
for the election of directors at the meeting and who complies
with certain advance notice procedures.  These notice
procedures require that the nominating shareholder make the
nomination by timely notice in writing to the Secretary of
the Company.  To be timely, the notice must be received at
the principal executive offices of the Company not less than
forty (40) days prior to the meeting except that, if less
than fifty (50) days' notice or prior public disclosure of
the date of the meeting is given to shareholders, the notice
must be received no later than ten (10) days after the notice
of the date of the meeting was mailed or such public
disclosure was made.  The notice must contain certain
prescribed information about the proponent and each nominee,
including such information about each nominee as would have
been required to be included in a proxy statement filed
pursuant to the rules of the Securities and Exchange
Commission had such nominee been nominated by the Board
of Directors.

                      PROPOSAL NO. 1
                  ELECTION OF DIRECTORS

       Under our Articles of Incorporation, the Board of
Directors is divided into four classes.  One class of
directors is elected at each annual meeting of shareholders
for a four-year term of office.  We have listed below three
nominees in Class I to be re-elected.  Class I Directors
will hold office until the 2015 annual meeting.  If you are
a shareholder of record, your proxy will be voted for the
election of the persons nominated unless you indicate
otherwise.  If any of the nominees named should become
unavailable for election for any presently unforeseen reason,
the persons named in the proxy shall have the right to vote
for a substitute as may be designated by the Board of
Directors to replace such nominee, or the Board may reduce
the number of directors accordingly.

	The Board unanimously recommends a vote FOR the
election of these nominees as directors.

       The following table sets forth information with respect
to each nominee for election as a director and each director
whose term of office continues after this annual meeting of
shareholders. Reference is made to the sections entitled "Common
Stock Ownership of Certain Beneficial Owners" and "Common Stock
Ownership by Directors and Officers" for information concerning
stock ownership of the nominees and directors.

<TABLE>
<CAPTION>


Director Nominees
-----------------
                                          Director    Director     Other
   Name and Principal Occupation    Age    Class       Since   Directorships

   -----------------------------    ---    -----       -----   -------------
<S>                                <C>    <C>          <C>     <C>

John E. Anderson                    65     Class I      2005
Retired President and Chief               (Term Exp.
  Executive Officer of the Company          2015)


Robert H. Paul III                  76     Class I      1992
Chairman of the Board of Southeast        (Term Exp.
  Capital, LLC (real estate investment firm) 2015)


James H. Winston                    77     Class I      1992
President of LPMC, Inc. (investment       (Term Exp.
  real estate firm); President of           2015)
  Citadel Life & Health Insurance Co.


<PAGE>


Directors Continuing in Office
------------------------------


Edward L. Baker                     75     Class III     1986
Chairman Emeritus                         (Term Exp.

                                             2013)


John D. Baker II                    62     Class II      1986     Wells Fargo &
Executive Chairman                        (Term Exp.               Company
Former President and Chief Executive        2012)                 Progress Energy, Inc.
 Officer                                                          Texas Industries, Inc.


Thompson S. Baker II                52     Class IV      1994
President and Chief Executive Officer     (Term Exp.
 of the Company                             2014)


Charles E. Commander III            70     Class III     2004     EverBank Financial
Retired Partner with Foley & Lardner,     (Term Exp.               Corp.
 L.L.P. (law firm)                          2013)



Luke E. Fichthorn III               69     Class II      1989
Partner in Twain Associates               (Term Exp.
 (private financial consulting firm)        2012)


H. W. Shad III                      64     Class II      2004
Owner, Bozard Ford Company (automobile
dealership)


Martin E. Stein, Jr.                58     Class IV      1992     Regency Centers
Chairman and Chief Executive                                       Corporation
 Officer of Regency Centers                                       Stein Mart, Inc.
 Corporation (commercial real estate services firm)


</TABLE>



       All of the nominees and directors have been employed
in their respective positions for the past five years
except John E. Anderson, Edward L. Baker, John D. Baker
II, Thompson S. Baker II, and Robert H. Paul III.

       Mr. Anderson served as President and Chief Executive
Officer of the Company from 1989 to February 6, 2008.  Mr.
Anderson was elected as a director on October 5, 2005 and
previously served as a director of the Company from 1989 to
January 1, 2004.  From 2002 to November 21, 2006, Mr. Anderson
served as a director of Winn-Dixie Stores, Inc.  On February
21, 2005, Winn-Dixie Stores, Inc. filed for voluntary
reorganization under Chapter 11 of the U.S. Bankruptcy Code.

       Edward L. Baker has served as a director of the
Company since 1986 and became an employee of the Company
in February 2008.  From February 1986 to November 16, 2007,
Mr. Baker served as Chairman of the Board of Florida Rock
Industries, Inc., a construction aggregates, cement and
concrete company.

       John D. Baker II served as President and Chief Executive
Officer of the Company from February 6, 2008 until October 1,
2010.  He was elected as a director in 1986.  From February
1996 to November 16, 2007, Mr. Baker served as President and
Chief Executive Officer of Florida Rock Industries, Inc.

       Thompson S. Baker II has served as President and Chief
Executive Officer of the Company since October 1, 2010.  He
was elected as a director in 1994.  Mr. Baker served as the
President of the Florida Rock Division of

<PAGE>

Vulcan Materials Company from November 16, 2007 until September
2010.  From August, 1991 to November 16, 2007, Mr. Baker served
as the President of the Aggregates Group of Florida Rock
Industries, Inc.

       Robert H. Paul III was elected as a director in 1992.
Mr. Paul served as the Chairman of the Board of Southeast-
Atlantic Beverage Corporation, a manufacturer of soft drink
products, for more than five years until 2007, when the company
was sold.

       Edward L. Baker and John D. Baker II are brothers.
Thompson S. Baker II is the son of Edward L. Baker.

       Please see Related Party Transactions for a discussion
of other transactions and relationships between the Company and
Florida Rock Industries, Inc. ("FRI").

                       PROPOSAL NO. 2
  RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

       The Audit Committee has selected Hancock Askew & Co., LLP
("Hancock Askew") as the Company's independent registered public
accounting firm (auditors) to examine the consolidated financial
statements of the Company, subject to satisfactory negotiation of
an annual fee agreement for fiscal 2011.  The Board of Directors
seeks an indication from shareholders of their approval or
disapproval of the Audit Committee's appointment of Hancock Askew
as the Company's auditors.

	Hancock Askew has been our independent auditor since June
21, 2006, and no relationship exists other than the usual
relationship between auditor and client.

	If the appointment of Hancock Askew as auditor for fiscal
year 2011 is not approved by the shareholders, the adverse vote
will be considered a direction to the Audit Committee to consider
other auditors for next year.  However, because of the difficulty
in making any substitution of auditors so long after the beginning
of the current year, Hancock Askew will remain the Company's
Independent Registered Public Accounting Firm for fiscal year 2011,
unless the Audit Committee finds other good reason for making a
change.

	Representatives of Hancock Askew will be available to
respond to questions at the annual meeting of shareholders.

                        PROPOSAL NO. 3
           ADVISORY VOTE ON EXECUTIVE COMPENSATION

	Recent Congressional legislation has increased shareholder
involvement in the compensation of executives of publicly traded
companies. The "Say on Pay" provisions, contained in Section 951
of the Dodd-Frank Act, require that (i) beginning with the first
annual meeting of shareholders occuring six months after the Dodd-
Frank Act is signed into law, and (ii) not less frequently than
once every three years, a company's proxy statement for an annual
meeting of shareholders include a separate resolution, subject to
a non-binding shareholder vote, to approve executive compensation.

	As discussed in the Compensation Discussion and Analysis,
we design our executive officer compensation program to attract,
motivate, and retain the key executives who drive our success and
industry leadership. Our compensation program consists of several
forms of compensation: base salary, cash incentive bonuses, equity
compensation and other benefits and perequisites. Pay that
reflects performance and alignment of that pay with the interests
of long-term shareholders are key principles that underlie our
compensation program. The Board believes that our current executive
compensation program directly links executive compensation to our
performance and aligns the interest of our executive officers with
those of our shareholders.

	Because this is an advisory vote, it will not be binding
on the Board. However, the Board and the Compensation Committee
will review and take into account the outcome of the vote when
considering future executive compensation decisions.

<PAGE>

	Accordingly, the Board proposes that you indicate your
support for the Company's compensation philosophy, policies, and
procedures and their implementation in fiscal year 2011 as
described in this Proxy Statement.

                      PROPOSAL NO. 4
   ADVISORY VOTE ON THE FREQUENCY OF THE SAY-ON-PAY VOTE

	Section 951 of the Dodd-Frank Act also requires that
(1) beginning with the first annual meeting of shareholders
occuring six months after the Dodd-Frank Act is signed into law,
and (ii) not less frequently than once every six years, a
company's proxy statement for an annual meeting of shareholders
include a separate resolution subject to a nonbinding
shareholder vote to determine whether "Say on Pay" votes will
occur annually, biennally, or triennially.

	The Board has determined that an annual advisory vote
on executive compensation is the best approach for the Company
because it will allow shareholders a more frequent opportunity
to provide input on executive compensation.

	Because this vote is advisory, it will not be binding
on the Board.  However, the Board will review and take into
account the outcome of the vote when considering the frequency
of future advisory votes on executive compensation.

                SHAREHOLDER RETURN PERFORMANCE

       The following table and graph compare the performance of
the Company's common stock to that of the Total Return Index for
The NASDAQ Stock Market-US Index and The NASDAQ Trucking and
Transportation Stock Index for the period commencing September
30, 2005 and ending on September 30, 2010.  The graph assumes that
$100 was invested on September 30, 2005 in the Company's common
stock and in each of the indices and assumes the reinvestment of
any dividends.

<PAGE>

Chart Omitted

<TABLE>
<CAPTION>
                                             Cumulative Total Return
                                             -----------------------

                                             9/30/05  9/30/06  9/30/07  9/30/08  9/30/9  9/30/10
<S>                                          <C>      <C>      <C>      <C>      <C>     <C>
Patriot Transportation Holding, Inc.         100.00   109.99   143.14   114.99   109.90  102.08
NASDAQ Composition Index                     100.00   106.39   127.37    96.70   100.00  112.86
NASDAQ Transportation Index                  100.00   117.89   142.00   101.31    96.34  112.78


</TABLE>

            COMPENSATION DISCUSSION AND ANALYSIS

	This section explains our compensation philosophy and
all material elements of the compensation we provide to the
individuals who served as Chief Executive Officer and Chief
Financial Officer and our other three most highly compensated
executive officers who served in such capacities during the
fiscal year ended September 30, 2010 (the "named executive
officers").  The named executive officers for fiscal 2010
are John D. Baker II, our President and Chief Executive
Officer, John D. Milton, Jr., our Executive Vice President
and Chief Financial Officer, David H. deVilliers, Jr., Vice
President and President of FRP Development Corp., Robert E.
Sandlin,  Vice President and President of Florida Rock &
Tank Lines, Inc. and John D. Klopfenstein, our Controller
and Chief Accounting Officer.

<PAGE>


Overview

  * The objectives of our compensation program are to attract,
    retain and motivate talented leaders and to support our
    strategic objectives and core values.

  * We provide our executive officers with the following types
    of compensation: salary, cash-based short term incentives,
    equity-based long-term incentives and other benefits
    and perquisites.

  * We encourage a pay-for-performance environment by linking
    cash incentive awards to the achievement of measurable
    business and individual performance goals.

  * For fiscal 2011, we hired a new Chief Executive Officer
    and reduced the compensation payable to our Executive
    Chairman and our Chairman Emeritus.  We granted increases
    in base salaries for the President of the Transportation
    Group and our Chief Accounting Officer in light of their
    performance.  We granted no other increases in the base
    salaries of our other named executive officers.

The Compensation Committee

	Our Compensation Committee ("Committee") establishes
and oversees our compensation and employee benefits programs
and approves the elements of total compensation for the
executive officers.  Robert H. Paul III, Martin E. Stein, Jr.,
and James H. Winston serve as the members of the Compensation
Committee.  Mr. Paul, who has served on our Board of Directors
for approximately 17 years, is the Committee Chairman.  Each
member of the Compensation Committee qualifies as an
independent director under the listing standards of The
Nasdaq Stock Market; a non-employee director for purposes of
Rule 16b-3 of the Exchange Act; and an outside director for
purposes of Section 162(m) of the Internal Revenue Code.

Compensation Philosophy

       The following principles guide our compensation decisions:

	We Focus on Strategic Objectives

	Our compensation decisions are driven by Patriot's
business strategy. We intend that our compensation decisions
will attract and retain leaders and motivate them to achieve
Patriot's strategic objectives.

	We Believe in Pay for Performance

	We believe that pay should be directly linked to
performance. This philosophy has guided many compensation-
related decisions:

       * A substantial portion of executive officer compensation
usually is contingent on, and variable with, achievement of
objective business unit and/or individual performance objectives.

       * Our stock incentive plan prohibits discounted stock
options, reload stock options and re-pricing of stock options.

       * We have capped the benefit levels under the Management
Security Plan and have closed the plan to new participants.  Our
executive officers do not accrue additional benefits under any
other supplemental executive retirement plan.

	Compensation Should Reflect Position and Responsibility

     Total compensation and accountability should generally
increase with position and responsibility.


<PAGE>

	Compensation Should be Reasonable and Responsible

       It is essential that Patriot's overall compensation levels
be sufficiently competitive to attract and retain talented leaders
and motivate those leaders to achieve superior results.  At the
same time, we believe that compensation should be set at
responsible levels. Our executive compensation programs are
intended to reflect the understanding that this Company belongs
to our shareholders.

Variable Performance-Based Pay as a Percentage of Potential Compensation

	The Committee believes that both long and short term
compensation of executive officers should correlate to the
achievement of the Company's financial objectives.  For example,
for fiscal 2010, Messrs. John Baker and deVilliers were eligible
to receive performance-based cash bonuses of up to 100% of their
base salaries, and Messrs. Milton and Sandlin were eligible to
earn cash bonuses of up to 60% of their base salaries.

Overview and Objectives of our Executive Compensation Program

    	The compensation program for our executive officers is
designed to attract, motivate, reward and retain highly qualified
individuals who can contribute to the Company's growth with the
ultimate objective of improving shareholder value. Our
compensation program consists of several forms of compensatio:
base salary, cash incentive bonuses, equity compensation and other
benefits and perquisites.

    	The compensation program is designed to integrate with the
Company's business plan and the opportunities and challenges facing
the Company in an ever-evolving business environment.  Accordingly,
the Committee does not use predetermined guidelines or benchmarking
to determine the elements and levels of compensation for our
executive officers or to allocate between cash and long term or
equity incentives.

    	The Committee receives and reviews a variety of information
throughout the year to assist it in carrying out its responsibilities.
The Committee reviews financial reports comparing Company performance
on a year-to-date basis versus budget and receives operating reports
at each regular Board meeting.  The Chief Executive Officer provides
the Committee with an assessment of the Company's achievements and
performance, his evaluation of individual performance and his
recommendations for annual compensation, and annual performance
targets and equity compensation awards. The Committee makes all
final decisions regarding the compensation of our executive
officers.  When making individual compensation decisions for
executive officers, the Committee takes many factors into account,
including the individual's performance, tenure, experience and
responsibilities; the performance of the Company or the
executive's business unit; retention considerations; the
recommendations of management; and the individual's historic
compensation.

    	The Compensation Committee does strive to assure that
a significant portion of the potential compensation of the named
executive officers is contingent, performance-based compensation
linked to the achievement of specific objectives.  To achieve this
goal, incentive bonuses are established as a percentage of their
base salaries.

Components of Executive Compensation

Base Salary

	General.  Base pay is a critical element of executive
compensation because it provides executives with a base level
of monthly income.  In determining base salaries, we consider
the executive's qualifications and experience, scope of
responsibilities and future potential, the goals and objectives
established for the executive, the executive's past performance,
internal pay equity and the tax deductibility of base salary.
As part of determining annual increases, the Committee also
considers the Chief Executive Officer's written recommendations,
the observations of the Chief Executive Officer and of the
Committee members regarding individual performance and internal
pay equity considerations.

	Fiscal 2010 and 2011 Actions.   We set base salaries
on a calendar year basis.  The following table reflects the
adjustments made to the base salaries of the named executive
officers for calendar years 2010 and 2011.


<PAGE>

<TABLE>
<CAPTION>
                                               % Increase                      %Increase
Name and Title               2010 Base Salary   from 2009  2011 Base Salary    from 2010
--------------               ----------------  ----------  ----------------    ---------

<S>                            <C>               <C>       <C>                   <C>
Thompson S. Baker II
President and CEO                 N/A              N/A       $395,000              N/A

John D. Baker II               $250,000             0%        $70,000              (72%)
Executive Chairman

John D. Milton, Jr.            $165,000             0%       $165,000                 0%
Executive Vice President and
Chief Financial Officer

David H. deVilliers, Jr.       $310,000              3%      $310,000                 0%
Vice President and President,
FRP Development Corp.

Robert E. Sandlin              $210,000              5%      $225,000                 7%
Vice President and President,
Florida Rock & Tank Lines, Inc.

John D. Klopfenstein           $150,000             19%      $160,000                 7%
Controller and Chief Accounting
Officer


</TABLE>

	Analysis.  On October 1, 2010, the Company hired
Thompson S. Baker II as the Company's new President and
CEO.  At that time, the Committee reduced the salaries
of our Executive Chairman, John D. Baker II, and our
Chairman Emeritus, Edward L. Baker, to a level
consistent with the compensation paid to non-employee
directors.  The Committee increased the base salaries
of Messrs. Sandlin and Klopfenstein for fiscal 2011 in
light of their management performance.  The Committee
determined not to increase the base salaries of Messrs.
Milton and deVilliers based on the Committee's view that
their existing compensation packages were adequate.

Cash Incentive Compensation

       Management Incentive Compensation Plan.  The
Management Incentive Compensation Plan (the "MIC Plan")
provides officers and key employees an opportunity to
earn an annual cash bonus for achieving specified,
performance-based goals established for the fiscal year.
Performance goals under the MIC Plan are tied to measures
of operating performance rather than appreciation in
stock price.

	The Compensation Committee traditionally has
established performance objectives for the transportation
subsidiaries based on targeted levels of after-tax return
on average capital employed.  We believe that after-tax
return-on-capital employed (ROCE) is an important measure
of performance in an asset-intensive business, both to
evaluate management's performance and to demonstrate to
shareholders that capital has been used wisely over the
long term. For purposes of this bonus calculation, return
on average capital employed is defined as the
Transportation Group's net income excluding the after-
tax cost of financing, divided by its total monthly
average capital employed.

       The Compensation Committee historically established
performance objectives for the Developed Buildings and Land
segment based on operating properties in the portfolio
(usually gross profit on developed buildings and average
occupancy rates for properties in service more than 12
months), special projects and new development.  For fiscal
2011, the Compensation Committee established specific
performance objectives for the Developed Buildings and
Land segment and established a bonus pool that is tied to
the achievement of these performance objectives as well as
the achievement of targeted levels of adjusted after-tax
return on capital employed (calculated as described below).

       Fiscal 2010 and 2011 Actions.  The following chart
describes the performance objectives and potential bonuses
for the named executive officers for fiscal years 2010 and 2011:

<TABLE>
<CAPTION>
                                    Potential
                                   Bonus as a %
           Name           Year      of Salary    Performance Targets

          ------          ----      ---------    --------------------
<S>                      <C>        <C>          <C>

John D. Baker II         2011         0%          Not applicable
                         2010       100%          Achievement by the Transportation
                                                  Group of targeted levels of after-tax
                                                  ROCE(1) and achievement by  Developed
                                                  Buildings and Land segment of real
                                                  estate objectives.(2)(3)(4)

Thompson S. Baker II     2011        50%          Achievement by the Transportation Group
                                                  of targeted levels of after-tax ROCE(1),
                                                  achievement by  Developed Buildings
                                                  and Land segment of real estate objectives,
                                                  including targeted level of adjusted after-
                                                  tax ROCE(2), and achievement of a targeted
                                                  level of net income for the Company.(3)(4)

John D. Milton, Jr.      2011        60%          Achievement by the Transportation Group of
                                                  targeted levels of after-tax ROCE(1),
                                                  achievement by  Developed Buildings and
                                                  Land segment of real estate objectives,
                                                  including targeted level of adjusted after
                                                  -tax ROCE(2), and achievement of a targeted
                                                  level of net income for the Company. (3)(4)
                         2010        60%          Achievement by the Transportation Group of
                                                  targeted levels of after-tax ROCE(1) and
                                                  achievement by  Developed Buildings and
                                                  Land segment of real estate objectives.(2)(3)(4)

David H. deVilliers, Jr. 2011       100%          Achievement of Developed Buildings and Land
                                                  segment objectives, including targeted level
                                                  of adjusted after-tax ROCE.(2)(3)
                         2010       100%          Achievement of Developed Buildings and Land
                                                  segment objectives.(2)(3)

Robert E. Sandlin        2011        70%          Achievement by the Transportation Group of a
                                                  targeted level of ROCE.(1)(3)(4)
                         2010        60%          Achievement by the Transportation Group of a
                                                  targeted level of ROCE.(1)(3)

John D. Klopfenstein     2011      53.5%          Achievement by the Transportation Group of
                                                  targeted levels of after-tax ROCE(1),
                                                  achievement by  Developed Buildings and Land
                                                  segment of real estate objectives, including
                                                  targeted level of adjusted after-tax ROCE
                                                  (2), and achievement of a targeted level
                                                  of net income for the Company.(3)(4)
                         2010        50%          Achievement by the Transportation Group of
                                                  targeted levels of after-tax ROCE(1) and
                                                  achievement by  Developed Buildings and Land
                                                  segment of real estate objectives.(2)(3)(4)
</TABLE>

(1)With respect to the Transportation Group, the specified
   officers are or were eligible to receive a bonus up to
   the specified percentage of his base salary if the
   named business unit achieved a specified level of
   after-tax ROCE. If after-tax ROCE exceeded a threshold
   level but was less than the target level, the bonus
   would be prorated.  The threshold and target after-
   tax ROCE levels for the Transportation Group were 12%
   and 15.6%

<PAGE>

   for 2010 and are 12.7% and 18.0% for 2011.
   For 2010 a portion of the earned bonus is contingent
   on (i) the achievement of specific safety objectives
   measured by preventable accident frequency ratios,
   (ii) favorable employee relations, (iii) developing
   a long-term plan for the growth and development of the
   Transportation Group, and (iv) achieving a specified
   preventable product contamination ratio.  For 2011,
   a portion of the earned bonus is contingent on the
   achievement of certain objectives established under
   the Company's Achieve Continuous Improvement program
   related to volume increases, entry into new markets,
   safety performance, customer service, fuel efficiency,
   productivity, training, personnel development and
   evaluation and recruiting.

(2)For fiscal 2010, real estate objectives consisted of
   weighted targeted achievement levels in three categories
  (i) achievement of gross profit from the portfolio of
   developed buildings and management company operations
  (threshold level of $3,665,000 and maximum bonus level
   at $6,206,567), (ii) achievement of targeted levels of
   lease renewals or new leases (threshold level at
   76,000 square feet and maximum level at 296,000 square
   feet), and (iii) completion of special projects.  For
   fiscal 2011, real estate objectives will consist of (i)
   obtaining new, acceptable lease commitments for existing
   space, (ii) achievement of certain entitlements for
   existing land buildings, (iii) the sale of certain assets,
  (iv) reduction or elimination of certain expenses, and (v)
   maintaining a targeted level of timely collection of
   tenant rent and reimbursement payments.  For fiscal 2011,
   bonuses with respect to the Developed Buildings and Land
   segment are contingent on the achievement of adjusted
   after-tax return on capital employed (Adjusted after-tax
   ROCE, calculated as described below) of 7.38%.  If the
   Adjusted after-tax ROCE is less than 7.38% but is greater
   than 5.96%, the bonus will be prorated.  For this purpose,
   Adjusted after-tax ROCE is calculated as an amount equal
   to: (i) the sum of (A) the Developed Buildings and Land
   segment's after-tax net income for fiscal 2011, plus (B)
   85% of the depreciation attributed to the Developed
   Buildings and Land segment, plus (C) the parent company
   overhead expense allocated to the Developed Buildings and
   Land segment, plus (D) interest on mortgage indebtedness,
   plus (E) one-half of the net increase in the rents to be
   received for fiscal 2012 from lease commitments/terminations
   occurring during fiscal 2012; divided by (ii) an amount
   equal to the total monthly average capital employed in the
   Developed Buildings and Land segment, excluding all
   mortgage indebtedness and the book values of the Anacostia
   property and Bird River residential property.  Total bonuses
   payable for achievement of real estate objectives may not
   exceed an amount equal to fifteen percent (15%) of the
   numerator used in calculating the Adjusted after-tax ROCE
   for the Developed Buildings and Land segment.

(3)For each year, a portion of the bonus for each officer was
   contingent on a determination that the internal control over
   financial reporting for the company (or their respective
   business unit) was effective for the applicable year.

(4)The fiscal 2010 bonuses for Messrs. John D. Baker II and
   John D. Milton, Jr. were based 50% on the achievement
   by the Transportation Group of targeted levels of after-
   tax ROCE and 50% on achievement by the Developed Buildings
   and Land segment of real estate objectives subjec to the
   contingency described in footnote 3.  The fiscal 2011
   bonuses for Messrs. Thompson S. Baker II, John D. Milton, Jr.
   and John D. Klopfenstein are based 35% on the achievement
   by the Transportation Group of targeted levels of after-
   tax ROCE, 35% on achievement by the Developed Buildings
   and Land segment of real estate objectives, 30% on
   achievement of minimum net income of $9,452,000 and were
   subject to certain other contingencies described in
   footnotes 3 and 4. A portion of the bonuses for
   Messrs. Thompson S. Baker II, Klopfenstein, Milton and
   Sandlin for 2011 will be contingent on the achievement
   of certain individual objectives relating to strategic
   planning, participation in the Transportation Group's
   continuous improvement program, risk management,
   continuing financial analysis and investor relations.

       Analysis.   Cash-based incentive compensation comprises a
significant portion of the potential total compensation of the
named executive officers.  For fiscal 2010, cash-based incentive
compensation comprised 34%, on average, of the total compensation
of each of the named executive officers. We believe that these
incentives play a significant role in helping the Company achieve
its business objectives.

Stock Options and Restricted Stock

       General.  Long-term equity incentives help to motivate
executives to make decisions that focus on long-term growth and
thus increase shareholder value. The Committee believes that such
grants help align our executive officers' interests with the
Company's shareholders.  When our executives deliver sustained
returns to our shareholders, equity incentives permit an increase
in their own compensation.

<PAGE>

       Traditionally, the Committee has made equity compensation
awards in the form of stock options.  All stock options incorporate
the following features: the term of the grant does not exceed 10 years;
the grant price is not less than the market price on the date of grant;
grants do not include "reload" provisions; re-pricing of options is
prohibited, unless approved by the shareholders; and to encourage
employee retention, most options vest over a period of years.

	Fiscal 2010 and 2011 Actions.   In fiscal 2010, the Committee
approved the award of options to acquire an 2,535 shares each to Messrs.
deVilliers and Sandlin and 1,000 shares to Mr. Klopfenstein.  In fiscal
2011 the committee approved the award of options to acquire an addition
3,110 shares each to Messrs. deVilliers and Sandlin and 1,000 shares to
Mr. Klopfenstein. These options vest 20% per year, beginning on the
first anniversary of the grant date, and expire on the tenth
anniversary of the grant date.  The option price is the closing price
of the Company's common stock on the grant date.  In making such grants,
the Compensation Committee considered the past performance of Messrs.
deVilliers, Sandlin and Klopfenstein, their total compensation packages
and the importance of Messrs. deVilliers and Sandlin to the real estate
and transportation groups.

	In fiscal 2010, the Committee approved the award to Mr. Milton
of options to acquire 2,500 shares.  In fiscal 2011, the Committee
approved the award to Mr. Milton of options to acquire 2,500 shares.
These options vest immediately and expire on the tenth anniversary of
the grant date.  The option price is the closing price of the Company's
common stock on the grant date. In making this grant, the Compensation
Committee considered Mr. Milton's base salary and bonus, his
qualifications and responsibilities and his ability to impact the future
performance of the Company.

       Analysis.  The Committee believes that equity compensation is an
important element of overall compensation.  At the same time, the
Committee recognizes that equity grants impose a dilution cost to the
shareholders.  The Committee did not award any stock options to Mr.
John Baker due to his significant existing ownership stake but made
grants to Messrs. Milton, deVilliers, Sandlin and Klopfenstein because
the Committee believes that equity incentives should be a significant
part of their compensation package.  The Committee plans to continue to
evaluate the use of equity compensation as a tool to motivate management.

Health and Welfare Benefits

    	In addition to participating in the same health and welfare plans,
including our 401(k) plan, as our other salaried employees, our executives
officers participate in a supplemental medical expense reimbursement plan.

    	Our Management Security Plan was adopted many years ago as a
retention tool to provide retirement benefits (based on annual base
salaries) to certain senior executives.  The Management Security Plan
provides for annual payments to participants (or their beneficiaries)
until the later of (i) their date of death or (ii) 15 years after their
retirement or death.  The annual payments are set at two times the
benefit level during the first year and at the annual benefit level in
subsequent years.  The benefit levels originally increased with base
salaries but the Company capped the benefit levels at 50% of base
salaries as of December 31, 2002.  The plan has been closed to newly
hired executives for several years.  Mr. deVilliers is the only named
executive officer who currently participates in the Management Security
Plan.

Severance and Change of Control Agreements

	Until December 2007, none of our named executive officers had
any arrangements that provide for payment of severance payments or
payment of any benefits upon a change-in-control of Patriot, except
for change-in-control provisions that accelerate vesting of stock
options or restricted stock under our equity compensation plans.

	On December 5, 2007, the Company entered into change-in-control
agreements with Messrs. deVilliers Sandlin and Klopfenstein.  The
agreements are "double trigger" agreements that will pay benefits to
the executives, under certain circumstances, if they are terminated
following a change-in-control of the Company or a sale of their
particular business unit.

<PAGE>

	Mr. deVilliers' agreement provides that if he is terminated
following a change-in-control or a sale of his business unit other
than for "cause" or if he resigns following such event for "good
reason," the benefits under his Management Security Plan shall become
fully vested and the present value of such benefits shall be paid to
Mr. deVilliers.  In the case of Messrs. Sandlin and Klopfenstein, the
agreements provide that each of them will be entitled to receive an
amount equal to two times his base salary plus maximum bonus if,
during the two years after a change-in-control or sale of Florida
Rock & Tank Lines, Inc. his employment is terminated other than for
"cause" or he resigns for "good reason."  In addition, each of them
will become fully vested in his stock options and restricted stock.

      For this purpose, cause is generally defined as (i)
conviction for commission of a felony, (ii) willful misconduct or
gross negligence or material violation of policy resulting in
material harm to his employer, (iii) repeated and continued failure
by the executive to carry out, in all materials respects, the
employer's reasonable and lawful directions, or (iv) fraud,
embezzlement, theft or material dishonesty. Good reason is generally
defined as (i) a material reduction in compensation or benefits,
(ii) a requirement that the executive relocate, or (iii) any
material diminution in the executive's duties, responsibilities,
reporting obligations, title or authority.

	We believe these change-in-control arrangements, the value of
which are contingent on a change of control transaction, effectively
create incentives for our executive team to build shareholder value
and to obtain the highest value possible should we be acquired in the
future, despite the risk of losing employment.  These change of
control arrangements for our executive officers are "double trigger,"
meaning that acceleration of vesting is not awarded upon a change of
control unless the executive's employment is terminated involuntarily
(other than for cause) or by the executive for good reason within 24
months following the transaction.  We believe this structure strikes
a proper balance by not providing these benefits to executives who
continue to enjoy employment with an acquiring company in the event of
a change of control transaction.  We also believe this structure is
more attractive to potential acquiring companies, who may place
significant value on retaining members of our executive team and who
may perceive this goal to be undermined if executives receive
significant acceleration payments in connection with such a transaction
and are no longer required to continue employment.

Personal Benefits

    Our executives receive a limited number of personal benefits
certain of which are considered taxable income to them and which
are described in the footnotes to the section of this proxy statement
entitled "Summary Compensation Table."

Compensation Policies

Internal Pay Equity

	We believe that internal pay equity is an important factor
to be considered in establishing compensation for the officers.  We
have not established a policy regarding the ratio of total
compensation of the Chief Executive Officer to that of the other
officers, but we do review compensation levels to ensure that
appropriate equity exists.

Tax Deductibility of Compensation Should be Maximized Where Appropriate

       The Company generally seeks to maximize the deductibility
for tax purposes of all elements of compensation. For example, the
Company always has issued nonqualified stock options that result in
a tax deduction to the Company upon exercise.  Section 162(m) of the
Internal Revenue Code generally disallows a tax deduction to public
corporations for non-qualifying compensation in excess of $1.0
million paid to any such persons in any fiscal year. We review
compensation plans in light of applicable tax provisions, including
Section 162(m), and may revise compensation plans from time to time
to maximize deductibility. However, we may approve compensation
that does not qualify for deductibility when we deem it to be in
the best interests of the Company.

<PAGE>


Financial Restatement

	It is the Board of Directors' Policy that the Compensation
Committee will, to the extent permitted by governing law, have
the sole and absolute authority to make retroactive adjustments to
any cash or equity based incentive compensation paid to executive
officers and certain other officers where the payment was predicated
upon the achievement of certain financial results that were
subsequently the subject of a restatement.  Where applicable, the
Company will seek to recover any amount determined to have been
inappropriately received by the individual executive.

                COMPENSATION COMMITTEE REPORT

	We have reviewed and discussed the foregoing Compensation
Discussion and Analysis with management. Based on our review and
discussion with management, we have recommended to the Board of
Directors that the Compensation Discussion and Analysis be
included in this proxy statement.

Submitted by:	Robert H. Paul III
         	Martin E. Stein, Jr.
        	James H. Winston

                   EXECUTIVE COMPENSATION

Fiscal 2010 Summary Compensation Table
--------------------------------------

	The following table sets forth information concerning
the compensation of our named executive officers for the year
ended September 30, 2010:

<TABLE>
<CAPTION>

                                Summary Compensation Table

       Name and       Year    Salary  Stock  Option  Non-Equity  Change in      All Other    Total($)
  Principal Position           ($)    Awards Awards  Incentive  Pension Value  Compensation
                                     (1)    (1)       Plan    and Nonquali-    ($)(4)
                                                              fied Deferred
                                                              Compensation
                                                              Earnings ($)(3)

<S>                  <C>     <C>      <C>     <C>     <C>       <C>              <C>          <C>

John D. Baker II     2010   $250,000   ---    ---    $240,375    ---            $11,267      $501,642
President and CEO    2009   $250,000   ---    ---    $173,281    ---            $66,474      $489,755
(PEO)(5)             2008   $162,500   ---    ---    $132,828    ---            $21,803      $317,131

John D. Milton, Jr.  2010   $165,000   ---   $89,975 $95,189     ---            $29,895      $380,058
Executive Vice       2009   $165,000   ---  $305,356 $68,619     ---            $ 9,384      $548,359
President and CFO    2008    $48,125   ---  $368,788 $23,062     ---            $   858      $441,373
(PFO)

David H. deVilliers, 2010   $307,844   ---   100,000 $286,223   $100,931        $12,662      $807,620

 Jr., Vice President 2009   $299,181   ---   125,522 $236,956    $93,399        $10,920      $765,978

and President, FRP   2008   $292,600   ---     ---   $292,600    $86,526        $10,332      $679,928
Development Corp.

Robert E. Sandlin,   2010   $207,713   ---   100,000 $126,000     ---           $22,167      $455,880
Vice President and   2009   $199,388   ---   125,522 $120,510     ---           $17,982      $463,402

President,  Florida  2008   $195,000   ---     ---   $117,000     ---           $22,105      $332,045
Rock & Tank Lines,
Inc.

John D.              2010   $144,000   ---    39,446 $73,268      ---           $15,459      $272,173
Klopfenstein,        2009   $124,500   ---      ---  $45,730      ---           $11,954      $182,184

Controller and Chief 2008   $119,125   ---      ---  $48,496      ---           $11,730      $179,351
Accounting Officer


</TABLE>
<PAGE>

(1)	Amounts reflect the value of the award at grant date.
(2)	This column represents amounts paid under the MIC Plan.
        The performance objectives and threshold and target
        performance levels for these executives are described
        under the "Compensation Discussions and Analysis" section
        of the proxy statement.
(3)	This column represents the increase in the actuarial
        present value of the named executive officer's future
        benefits under the Management Security Plan.  For more
        detail, see the disclosure under the Pension Benefits
        table below.
(4)	The amounts shown under All Other Compensation include:
        the benefit to the executive for personal use of a
        Company provided vehicle; the benefit to the executive
        for personal use of the Company airplane;  matching
        contributions under our Profit Sharing and Deferred
        Earnings Plan (executives participate on the same terms
        as other employees); benefits paid under our Medical
        Reimbursement Plan, under which we reimburse certain
        officers for personal medical expenses not covered by
        insurance; and certain country, social and civic club
        membership dues.  In addition to these benefits, the
        named executive officers participate in group plans,
        including our group health insurance and life insurance
        plans, on the same terms as other employees.
(5)	John Baker served as a non-employee director until
        February 2008. Amounts shown do not include compensation
        received as non-employee directors. For this information,
        see "Non-Employee Director Compensation."

Other Annual Compensation from Summary Compensation Table
---------------------------------------------------------

	The following table contains a breakdown of the compensation
and benefits for fiscal 2010 and 2009 included under All Other
Compensation in the Summary Compensation table above.

<TABLE>
<CAPTION>

                         Matching Contributions  Personal Use   Medical   Use of    Miscellaneous(3)
                                                  of Company   Reimburse- Company
                                                    Car          ement(1) Aircraft
                                                                             (2)
<S>                      <C>                     <C>           <C>        <C>       <C>

John D. Baker II
  2010                    $7,142                  ---           $2,938     ---       $1,188
  2009                    $7,854                  ---           $2,803     $55,817     ---

John D. Milton, Jr.
  2010                    $5,838                 $19,532        $2,513     ---       $2,012
  2009                    $4,538                    $326        $4,520     ---         ---

John D. Klopfenstein
  2010                    $5,692                  ---           $7,009     ---         $270
  2009                    $5,190                  ---           $6,764     ---         ---

David H. deVilliers, Jr.
  2010                    $7,157                  $2,110        $2,582     ---         $774
  2009                    $7,097                    $896        $2,927     ---         ---

<PAGE>

Robert E. Sandlin
  2010                    $7,434                  $2,008        $6,435     ---        $6,289
  2009                    $7,032                  $1,193        $4,529     ---        $5,228

</TABLE>


(1)	The amounts shown represent benefits paid under
        our Medical Reimbursement Plan, under which we
        reimburse certain officers for personal medical
        expenses not covered by insurance.

(2)	We have operations throughout many of the
        Southeastern and Mid-Atlantic States.  Our senior
        executive officers are required to travel extensively
        to these operations and to other locations as part of
        their responsibilities.  To facilitate this travel, we
        purchased a company airplane in fiscal 2008.  We have
        encouraged John D. Baker II to use our airplane for
        non-business as well as business travel for safety and
        security reasons and to make the best use of their time.
        For any non-business use, they reimburse us for fuel used,
        crew travel expenses, airport fees, catering, passenger
        ground transportation plus an additional charge per day
        of the lesser of $500 or the amount of fuel used.  The
        amount shown represents the difference between the
        allocated total costs excluding depreciation of use of
        our airplane for non-business use and the amount
        reimbursed by the named executive officer.  In fiscal
        2009, the Company decided to discontinue use of the
        Company's airplane in anticipation of a possible sale
        of the airplane.

(3)	The amounts shown under the Miscellaneous column represent
        payment of country club and social club dues and purchase
        of tickets to sporting events on behalf of the named
        executive officers and other miscellaneous reimbursed
        expenses. These club memberships and tickets generally are
        maintained for business entertainment but may be used for
        personal use. The entire amount has been included, although
        we believe that only a portion of this cost represents a
        perquisite.

Fiscal 2010 and 2011 Grants of Plan-Based Awards
------------------------------------------------

       The following table sets forth information concerning option
grants and estimated future payouts under cash incentive plans for
the named executive officers.

                     Grants of Plan-Based Awards

<TABLE>
<CAPTION>

   Name                Grant    Estimated Future Payouts Under    All Other  Exercise or  Grant
                       Date     Non-Equity Incentive Plan Awards   Option    Base Price   Date Fair
                                --------------------------------   Awards:   of Option    Value of
                                Threshold    Target    Maximum    Number of   Awards      Stock and
                                   ($)(1)    ($)(2)    ($)(3)     Securities  ($/Share)   Option
                                                                  Underlying              Awards(4)
                                                                  Options(#)
<S>                   <C>       <C>          <C>       <C>        <C>          <C>        <C>

Thompson S. Baker II  12/1/10    N/A          N/A      $197,500       --         --          --
President and CEO

John D. Milton, Jr.   12/1/10    N/A          N/A      $99,000      2,500       76.79       60,880
Executive Vice
President and CFO     12/2/09    --           --       $99,000      2,500       96.48       89.975

John D. Baker         12/2/09    N/A          N/A      $250,000       --         --          --
Former President and
CEO

David H. deVilliers,  12/1/10    N/A          N/A      $310,000     3,110       76.79       100,000
Jr., Vice President
and President FRP     12/2/09    N/A          N/A      $310,000     2,535       96.48       100,000
Development Corp.


<PAGE>

Robert E. Sandlin,    12/1/10                          $157,500     3,100       76.79       100,000
Vice President and
President, Florida    12/2/09    N/A          N/A      $126,000     2,535       96.48       100,000
Rock & Tank Lines, Inc.

John D. Klopfenstein, 12/1/10    N/A          N/A      $85,600      1,000       76.79        32,156
Controller and Chief
Accounting Officer    12/2/09                          $75,000      1,000       96.48        39,446


</TABLE>



(1)	Mr. deVilliers is eligible to earn a bonus of
        up to 100% of his base salary for fiscal 2011.
        Mr. Milton is eligible to earn a bonus of up
        to 60% of his base salary for fiscal 2011.
        Mr. Sandlin is eligible to earn a bonus of up
        to 70% of his base salary for fiscal 2011.
        Mr. Klopfenstein is eligible to earn a bonus
        of up to 53.5% of his base salary for fiscal 2011.
        Mr. Thompson S. Baker II is eligible to earn a bonus
        of up to 50% of his base salary for fiscal 2011. The
        performance objectives and threshold and target performance
        levels for these executives are described above under
        "Compensation Discussion and Analysis."
(2)	Not applicable.
(3)	The maximum bonus amounts represent 100% of base salary for
        David deVilliers, 70% of the base salary for Mr. Sandlin,
        60% of base salary for Mr. Milton, 53.5% of base salary for
        John D. Klopfenstein and 50% of base salary for Mr. Thompson
        S. Baker II.
(4)	The value shown for option awards reflects the SFAS 123R
        expense associated with the options using the Black-Scholes
        pricing model, estimating the fair value of stock options
        using the following assumptions: (i) risk-free interest rate
        of 2.74% for the fiscal 2010 grants, risk-free interest
        rates of 2.160% for the fiscal 2011 grants to Messrs.
        deVilliers, Sandlin, and Klopfenstein and 1.47% for the
        grant to Mr. Milton, (ii) no dividend yield, (iii) volatility
        of Patriot common stock of 37.68% for the fiscal 2010 grants,
        36.52% for the fiscal 2011 grants to Messrs. deVilliers,
        Sandlin, and Klopfenstein and 38.03% for the fiscal 2011
        grant to Mr. Milton, (iv) expected life of stock options of
        6 years for the fiscal 2010 grants (5 years in the case of the
        fiscal 2010 grant to Mr. Milton) and 7 years for the 2011 grants
       (4 years in the case of the 2011 grant to Mr. Milton).  The stock
        options granted to Mr. Milton in fiscal 2010 and 2011 vest
       immediately. The stock options granted to Messrs. deVilliers,
       Sandlin, and Klopfenstein vest ratably over 5 years.  All stock
       options have a term of 10 years.

                Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning stock options and
restricted stock held by the named executive officers at September 30, 2010:

<TABLE>
<CAPTION>


                                  Option Awards                                  Stock Awards

Name                Number      Number of     Option    Option          Number of Shares or   Market Value of
                    of          Securities    Exercise  Expiration      Units of Stock That   Shares or Units of
                    Securities  Underlying    Price     Date            Have Not Vested (#)   Stock That Have Not
                    Underlying  Unexercised    ($)                                            Vested
                    Unexercised Options (#)                                                       ($)
                    Options (#) Unexercisable
                    Exercisable
<S>                <C>          <C>           <C>       <C>             <C>                   <C>

John D. Baker       1,000                     29.000    02/05/2010             --                   --
 II (1)             1,000                     30.440    04/30/2012
President and       1,000                     22.660    08/06/2012
CEO                 1,000                     21.600    10/02/2012
                    1,000                     23.770    12/03/2012
                    1,000                     25.910    02/04/2013
                    1,000                     26.400    05/07/2013
                    1,000                     28.200    08/05/2013
                    1,000                     30.100    09/30/2013
                    1,000                     30.590    12/02/2013
                    1,000                     31.731    02/03/2014
                    1,000                     31.900    05/04/2014
                    1,000                     32.750    08/03/2014
                    1,000                     34.000    10/05/2014
                    1,000                     44.910    11/30/2014
                    1,000                     45.500    01/25/2015
                    1,000                     44.500    05/03/2015
                    1,000                     60.400    08/02/2015

John D. Milton, Jr. 5,000       5,000         86.24     06/15/2018
Executive Vice      2,500       7,500         73.35     06/16/2019
President and CFO   2,500         --          96.48     12/02/2019

David H.           15,000         --          22.23     11/20/2012
deVilliers, Jr.,    7,500         --          43.501    12/28/2014
Vice President and    800       3,200         75.77     08/19/2019
President, FRP       --         2,535         96.48     12/02/2019
Development Corp.

Robert E. Sandlin,  1,780         --          22.23     11/20/2012
Vice President and  3,000         --          43.501    12/28/2014
President, Florida    800       3,200         75.77     08/19/2019
Rock & Tank Lines,   --         2,535         96.48     12/02/2019
Inc.

John D.               500                     43.501    12/28/2014
Klopfenstein,                   1,000         96.35     12/01/2019
Controller and
Chief Accounting
Officer

</TABLE>

<PAGE>

(1) John D. Baker II received his option grants
    in his former capacity as a non-employee director.

Fiscal 2010 Option Exercises
----------------------------

       The following table provides information regarding
stock option exercises by the named executive officers and
vesting of restricted stock during fiscal 2010.


                  Option Exercises and Stock Vested

<TABLE>
<CAPTION>
                                 Option Awards            Stock Awards

<S>                   <C>          <C>               <C>           <C>
     Name              Number of   Value Realized     Number of    Value Realized
                        Shares    on Exercise         Shares       on Vesting
                       Acquired        ($)           Acquired          ($)
                     on Exercise                     on Vesting
                         (#)                            (#)
      (a)                (b)           (c)              (d)             (e)


John D. Baker II        6,000       $342,715(1)          --             --

John D. Milton, Jr.       --           --                --             --

David H. deVilliers,      --           --                --             --
 Jr., Vice President
 and President, FRP Development Corp.

Robert E. Sandlin,        --           --                --             --
Vice President and President,
Florida Rock & Tank Lines, Inc.

John D. Klopfenstein,     --           --                --             --
Controller and Chief Accounting Officer

</TABLE>


  (1)   Mr. Baker still beneficially owns the subject shares.

Pension Benefits
----------------

       The following table describes pension benefits to
the named executive officers as of September 30, 2010 under
our Management Security Plan ("MSP Plan").  Mr. deVilliers
is the only named executive officer who participates in the
MSP Plan.

           Name           Plan Name   Number of Years    Present
                                      Credited Service  Value of
                                            (#)         Accumulated
                                                         Benefit
                                                         ($)(2)

David H. deVilliers, Jr.  MSP Plan          (1)         $762,418


(1) Mr. deVilliers has met the requisite years
    of service requirement under the MSP Plan.
(2) The present value has been calculated based
    on a life expectancy of 82 years and using
    a discount rate of six percent (6%).

       Our Management Security Plan (the "MSP Plan") provides
the following benefits to Mr. deVilliers upon his retirement
or death:

          Triggering Event                      Annual Benefit
          ----------------                      --------------

 Normal Retirement at age 65 or older       $247,200 during year 1 and
                                            $123,600 in subsequent years
                                            until his death.

Death of Participant after his Retirement   Continuation of annual benefit
                                            until the 15th anniversary of
                                            his retirement (or the earlier
                                            death of his designated
                                            beneficiary).

<PAGE>

Death of Participant prior to his
 Retirement                                 $247,200 during year 1 and
                                            $123,600 in subsequent years
                                            until the later of (i) the 15th
                                            anniversary of his death or (ii)
                                            the date that he would have
                                            turned 65 (or in either case, the
                                            earlier death of his designated
                                            beneficiary).


Nonqualifed Deferred Compensation
--------------------------------

       None of the named executive officers receives
any nonqualified deferred compensation.

                     NON-EMPLOYEE DIRECTOR COMPENSATION

Compensation Arrangements for Fiscal 2010 and 2011

	The following table describes the compensation arrangements
with our non-employee directors for the 2010 and 2011 fiscal years.


 All Non-Employee Directors:
    Annual Retainer                    $15,000
    Fee Per Meeting Attended           $ 1,500
    Shares Granted Annually                500

Audit Committee:
    Annual Fee       Chairman         $10,000
                     Member           $ 5,000
    Meeting Fees     Chairman(1)      $ 1,500
                     Member(1)        $ 1,000


Compensation Committee:
    Annual Fee       Chairman         $ 5,000
                     Member           $ 1,000

    Meeting Fees    Chairman          $ 1,500
                    Member            $ 1,000


Other Committees:
     Annual Fee     Chairman          $ 2,000
                    Member            $ 1,000
     Meeting Fees   Chairman          $ 1,500
                    Member            $ 1,000



(1)    	The Audit Committee members receive no meeting
        fees for the four regularly scheduled quarterly
        meetings; the meeting fees shown apply only to
        the year end additional meeting.

Actual Fiscal 2010 Director Compensation

       The following table shows the compensation paid to each of
our non-employee directors during the 2010 fiscal year.

<PAGE>

<TABLE>
<CAPTION>

                      Director Compensation for Fiscal 2010

                                                                    All Other
                      Fees Earned or   Stock Awards  Option        Compensation
Name                   Paid in Cash ($)  ($)(1)(2)   Awards ($)(3)     ($)        Total ($)

<S>                    <C>              <C>          <C>            <C>           <C>
John E. Anderson       $24,000           $44,290       -0-              -0-      $68,290
Thompson S. Baker II   $24,000           $44,290       -0-              -0-      $68,290
Charles E. Commander
  III                  $33,000           $44,290       -0-              -0-      $77,290
Luke E. Fichthorn III  $24,000           $44,290       -0-              -0-      $70,550(4)
Robert H. Paul III     $34,000           $44,290       -0-              -0-      $78,290
H. W. Shad III         $35,500           $44,290       -0-              -0-      $80,290
Martin E. Stein, Jr.   $33,000           $44,290       -0-              -0-      $77,540
James H. Winston       $28,000           $44,290       -0-              -0-      $72,290


</TABLE>

(1) Each non-employee director was awarded 500
    shares of the Company's common stock on February
    3, 2010.  The value was determined using the
    closing price of the Company's common stock on
    the Nasdaq Stock Market on February 3, 2010 which was $88.58.
(2) For stock awards, the aggregate grant date fair value
    computed in accordance with FASB Topic 718(Column (c)).
(3) For awards of options, with or without tandem SAR's
    (including awards that have subsequently been transferred),
     the aggregate grant date fair value computes in
     accordance with FASB ASC Topic 718 (Column (d)).
(4) Mr. Fichthorn also receives consulting fees of
    $30,000 per year for financial consulting services
    provided to the Company.

    The following table sets forth information regarding stock
options held by our non-employee directors as of September 30, 2010:

                  Number of
                  Securities
                  Underlying
                  Unexercised  Option Exercise Price  Option Expiration
    Director       Options               ($)               Date
    --------       --------              ---               ----

Thompson S. Baker II 1,000              29.000            02/05/2012
                     1,000              30.440            04/30/2012
                     1,000              22.660            08/06/2012
                     1,000              21.600            10/02/2012
                     1,000              23.770            12/03/2012
                     1,000              25.910            02/04/2013
                     1,000              26.400            05/07/2013
                     1,000              28.200            08/05/2013
                     1,000              30.100            09/30/2013
                     1,000              30.590            12/02/2013
                     1,000              31.731            02/03/2014
                     1,000              31.900            05/04/2014
                     1,000              32.750            08/03/2014
                     1,000              34.000            10/05/2014
                     1,000              44.910            11/30/2014
                     1,000              45.500            01/25/2015
                     1,000              44.500            05/03/2015
                     1,000              60.400            08/02/2015

<PAGE>

Charles E. Commander
  III                1,000              31.731            02/03/2014
                     1,000              31.900            05/04/2014
                     1,000              32.750            08/03/2014
                     1,000              34.000            10/05/2014
                     1,000              44.910            11/30/2014
                     1,000              44.500            05/03/2015
                     1,000              60.400            08/02/2015

Luke E. Fichthorn
  III                1,000              15.125            12/05/2010
                     1,000              18.000            02/06/2011
		     1,000              19.870            05/01/2011
                     1,000              17.510            07/31/2011
                     1,000              17.350            10/02/2011
                     1,000              17.930            12/04/2011
                     1,000              29.000            02/05/2012
                     1,000              30.440            04/30/2012
                     1,000              22.660            08/06/2012
                     1,000              21.600            10/02/2012
                     1,000              23.770            12/03/2012
                     1,000              25.910            02/04/2013
                     1,000              26.400            05/07/2013
                     1,000              28.200            08/05/2013
                     1,000              30.100            09/30/2013
                     1,000              30.590            12/02/2013
                     1,000              31.731            02/03/2014
                     1,000              31.900            05/04/2014
                     1,000              32.750            08/03/2014
                     1,000              34.000            10/05/2014
                     1,000              44.910            11/30/2014
                     1,000              45.500            01/25/2015
                     1,000              44.500            05/03/2015
                     1,000              60.400            08/02/2015

Robert H. Paul III   1,000              22.660            08/06/2012
                     1,000              21.600            10/02/2012
                     1,000              23.770            12/03/2012
                     1,000              25.910            02/04/2013
                     1,000              26.400            05/07/2013
                     1,000              28.200            08/05/2013
                     1,000              30.100            09/30/2013
                     1,000              30.590            12/02/2013
                     1,000              31.731            02/03/2014
                     1,000              31.900            05/04/2014
                     1,000              32.750            08/03/2014
                     1,000              34.000            10/05/2014
                     1,000              44.910            11/30/2014
                     1,000              45.500            01/25/2015
                     1,000              60.400            08/02/2015

H.W. Shad III        1,000              32.750            08/03/2014
                     1,000              34.000            10/05/2014

<PAGE>

                     1,000              44.910            11/30/2014
                     1,000              45.500            01/25/2015
                     1,000              44.500            05/03/2015
                     1,000              60.400            08/02/2015

Martin E. Stein, Jr. 1,000              29.000            02/05/2012
                     1,000              30.440            04/30/2012
                     1,000              22.660            08/06/2012
                     1,000              21.600            10/02/2012
                     1,000              23.770            12/03/2012
                     1,000              25.910            02/04/2013
                     1,000              26.400            05/07/2013
                     1,000              30.100            09/30/2013
                     1,000              30.590            12/02/2013
                     1,000              31.900            05/04/2014
                     1,000              34.000            10/05/2014
                     1,000              44.910            11/30/2014
                     1,000              45.500            01/25/2015
                     1,000              44.500            05/03/2015
                     1,000              60.400            08/02/2015

James H. Winston     1,000              30.440            04/30/2012
                     1,000              22.660            08/06/2012
                     1,000              21.600            10/02/2012
                     1,000              23.770            12/03/2012
                     1,000              25.910            02/04/2013
                     1,000              26.400            05/07/2013
                     1,000              28.200            08/05/2013
                     1,000              30.100            09/30/2013
                     1,000              30.590            12/02/2013
                     1,000              31.900            05/04/2014
                     1,000              32.750            08/03/2014
                     1,000              34.000            10/05/2014
                     1,000              44.910            11/30/2014
                     1,000              45.500            01/25/2015
                     1,000              60.400            08/02/2015


Compensation Committee Interlocks and Insider Participation

	None of the members of the Compensation Committee (i) was an
officer or employee of the Company or any of its subsidiaries during
the 2010 fiscal year, or (ii) had any relationship requiring disclosure
by the Company under the rules of the Securities and Exchange
Commission requiring disclosure of certain relationships and related
party transactions.  None of our executive officers serves as a member
of the board of directors or compensation committee of any entity that
has one or more executive officers serving on our Board of Directors
or Compensation Committee.

<PAGE>

               RELATED PARTY TRANSACTIONS

Vulcan Materials Company

       Four directors of the Company, Edward L. Baker, John D. Baker II,
Thompson S. Baker II, and Luke E. Fichthorn III and one of the Company's
executive officers, John D. Milton, Jr., were directors of Florida Rock
Industries, Inc. ("FRI") during fiscal 2008 until the merger of FRI with
Vulcan Materials Company on November 16, 2007.  The four directors
beneficially owned approximately 47% of the stock of the Company and
24% of the stock of FRI as of October 31, 2007.

       The Company hauls construction aggregates, diesel fuel, cement
and other products for Vulcan and leases to Vulcan construction aggregates
mining and other properties.  The Company has numerous competitors at
all terminal and mine sites and the rates charged are, accordingly,
established by competitive conditions.  Vulcan paid rents, royalties
and transportation services to subsidiaries of Patriot totaling
$6,295,000 in fiscal 2010.  Approximately 5.7% of the Company's
revenue was attributable to FRI during the 2010 fiscal year.

Consulting Arrangement

	Mr. Fichthorn provided the Company with financial consulting
and other services during the 2010 fiscal year for which he received
$30,000.

	In the opinion of the Company, the terms, conditions,
transactions and payments under the agreements with the persons
described above were not less favorable to the Company than those
which would have been available from unaffiliated persons.

Policies and Procedures

	The Audit Committee of the Board of Directors is responsible
for reviewing and approving all material transactions with any related
party not previously approved by the Company's Independent Directors.
This responsibility is set forth in writing in our Audit Committee
Charter, a copy of which charter is available at www.patriottrans.com
under Corporate Governance.  In certain cases, transactions have been
approved by a committee consisting of all independent directors.
Related parties include any of our directors or executive officers,
and certain of our shareholders and their immediate family members.

       To identify related party transactions, each year, we submit
and require our directors and officers to complete Director and
Officer Questionnaires identifying any transactions with us in
which the officer or director or their family members have an
interest.  We review related party transactions due to the
potential for a conflict of interest.  A conflict of interest
occurs when an individual's private interest interferes, or
appears to interfere, in any way with our interests.  Our Code
of Business Conduct and Ethics requires all directors, officers
and employees who may have a potential or apparent conflict of
interest to immediately notify our Chief Financial Officer.

       We expect our directors, officers and employees to act and
make decisions that are in our best interests and encourage them
to avoid situations which present a conflict between our interests
and their own personal interests.  Our directors, officers and
employees are prohibited from taking any action that may make it
difficult for them to perform their duties, responsibilities and
services to Patriot in an objective and effective manner.
In addition, we are strictly prohibited from extending personal
loans to, or guaranteeing personal obligations of, any director
or officer.  Exceptions are only permitted in the reasonable
discretion of the Board of Directors.

       A copy of our Code of Business Conduct and Ethics (as
revised on May 7, 2008) is available at www.patriottrans.com
under Corporate Governance.

	COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

       The following table and notes set forth the beneficial
ownership of common stock of the Company by each person known by
the Company to own beneficially more than 5% of the common stock
of the Company. Percentage calculations are based on the outstanding
shares of the Company's common stock on November 26, 2010.

<PAGE>


  Title          Name and Address    Amount and Nature of
of Class         of Beneficial       Beneficial Ownership  Percentage of Class
                     Owner
--------           ----------       ---------------------  --------------------
Common           Edward L. Baker          254,085(1)              8.2%
                 John D. Baker II         480,144(1)             15.5%
                 501 Riverside Avenue
                 Suite 500
                 Jacksonville, FL 32202

Common           Sarah B. Porter and      304,493                 9.8%
                 Cynthia P. Ogden, as
                 trustees for the separate
                 trust for Sarah B. Porter
                 created under the Cynthia
                 L'Engle Baker Trust u/a/d
                 April 30, 1965
                 1165 5th Avenue #10-D
                 New York, NY  10029

Common           Royce & Associates, LLC   441,828(2)             14.3%
                 1414 Avenue of the Americas
                 New York, NY 10019

(1) See Common Stock Ownership by Directors and Executive Officers
    and the accompanying notes for further details on shares
    beneficially owned by Edward L. Baker and John D. Baker II.
(2) In a Schedule 13G filed with the Securities and Exchange
    Commission on January 26, 2010, Royce & Associates, LLC
    reported that, as of December 31, 2009, it had sole voting
    and dispositive power with respect to 441,282 shares.

         COMMON STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

	The following table and notes set forth the beneficial ownership
of common stock of the Company by each director and each non-director
named in the Summary Compensation Table and by all officers and directors
of the Company as a group as of November 26, 2010.

   Title         Name of         Amount and Nature of
  of Class    Beneficial Owner   Beneficial Ownership(1)  Percentage of Class
  --------    ----------------   -----------------------  -------------------

Common        John E. Anderson           22,300                    *
Common        Edward L. Baker           254,085(2)                8.2%
Common        John D. Baker II          480,144(3)(6)            15.5%
Common        Thompson S. Baker II       42,075(4)                1.4%
Common        Charles E. Commander III   11,500                    *
Common        David H. deVilliers Jr.    26,407                    *
Common        Luke E. Fichthorn III      47,543(5)                1.5%
Common        John D. Klopfenstein        2,679                    *
Common        John D. Milton, Jr.        17,500                    *
Common        Robert H. Paul III         23,600                    *
Common        Robert E. Sandlin           8,660                    *
Common        H. W. Shad III              9,000                    *
Common        Martin E. Stein, Jr.       63,500(6)                2.1%
Common        James H. Winston           26,500                    *
Common        All Directors and Officers
               As a group (15 people) 1,033,493                  33.5%

* Less than 1%

(1)	The preceding table includes the following shares held
        under the Company's Profit Sharing and Deferred Earnings
        Plan and shares underlying options that are exercisable
        within 60 days of November 26, 2010.

                              Shares Under
                          Profit Sharing Plan    Shares Under Option
                          -------------------    -------------------
John E. Anderson                  -0-                  -0-

<PAGE>

Edward L. Baker                   -0-                16,000
John D. Baker II                  -0-                18,000
Thompson S. Baker II              -0-                18,000
Charles E. Commander III          -0-                 7,000
David H. deVilliers Jr.           -0-                23,807
Luke E. Fichthorn III             -0-                24,000
John D. Klopfenstein             1,879                  700
John D. Milton, Jr.               -0-                10,000
Robert H. Paul III                -0-                15,000
Robert E. Sandlin                2,423                6,087
H.W. Shad III                     -0-                 6,000
Martin E. Stein, Jr.              -0-                15,000
James H. Winston                  -0-                15,000


(2)	Includes 58,199 shares held in trust for the benefit of
        children of John D. Baker II as to which Edward L. Baker
        has sole voting power and sole investment power but as to
        which he disclaims beneficial ownership; 432 shares held
        by a trust for which Edward L. Baker is a co-trustee with
        SunTrust Bank and to which he has potential income rights;
        and 400 shares directly owned by his wife, as to which he
        disclaims beneficial ownership.

(3)	Includes 1,963 shares directly owned by the living trust
        of Mr. Baker's wife and 6,667 shares held in a trust
        administered by an independent trustee for the benefit of
        Mr. Baker's spouse and children, as to which he disclaims
        beneficial ownership.  The amount shown for Mr. Baker does
        not include an aggregate of 57,759 shares held by certain
        trusts that are administered by Edward L. Baker, as trustee,
        for the benefit of Mr. Baker's children and in which neither
        John D. Baker II nor Edward L. Baker has a pecuniary interest.
        The amount shown for Mr. Baker also does not include shares
        owned by his adult son, Edward L. Baker II, that were
        previously held in trust and previously included in Mr.
        Baker's reported ownership.

(4)	Includes 733 shares directly owned by Mr. Baker's spouse
        and 2,199 shares held for the benefit of Mr. Baker's minor
        children.

(5)	Includes 100 shares owned by the spouse of Mr. Fichthorn
        as to which he disclaims any beneficial interest and 4,000
        shares owned by the M/B Disbro Trust, of which Mr.
        Fichthorn is a co-trustee and beneficiary.

(6)	Includes 40,300 shares owned by Regency Square II, a
        Florida general partnership. Mr. Stein owns a 2.5248%
        partnership interest and is a co-trustee and a beneficiary
        of a testamentary trust that holds a 46.21% interest in the
        partnership. John D. Baker II also is a co-trustee of this
        testamentary trust and so may be deemed to have shared voting
        and dispositive power as to the shares owned by the
        partnership.  John D. Baker II disclaims any beneficial
        interest in such shares.

                           AUDIT COMMITTEE REPORT

       The Audit Committee reviews the Company's financial reporting
process on behalf of the Board of Directors.  Management has the primary
responsibility for the financial statements and the reporting process,
including the system of internal controls.  The Audit Committee also
selects the Company's independent registered public accounting firm.
During fiscal 2010, the Audit Committee held four formal meetings.

       In this context, the Audit Committee has met and held
discussions with management and the independent registered public
accounting firm regarding the fair and complete presentation of the
Company's results and the assessment of the Company's internal
control over financial reporting. The Committee has discussed
significant accounting policies applied by the Company in its
financial statements, as well as alternative treatments. Management
represented to the Committee that the Company's consolidated
financial statements were prepared in accordance with accounting
principles generally accepted in the United States of America,
and the Committee has reviewed and discussed the consolidated
financial statements with management and the independent
registered public accounting firm.  The Committee discussed
with the independent registered

<PAGE>

public accounting firm matters required to be discussed by
Statement on Auditing Standards No. 61 (Communications with
Audit Committees).

       In addition, the Audit Committee has received the written
disclosures and the letter from the independent auditor required by
the Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) and has discussed with the
independent auditor the auditor's independence from the Company
and its management. The Committee also has considered whether the
independent auditor's provision of non-audit services to the
Company is compatible with the auditor's independence. The
Committee has concluded that the independent auditor is independent
from the Company and its management.

       The Audit Committee reviewed and discussed Company policies
with respect to risk assessment and risk management.

       The Audit Committee discussed with the Company's independent
auditor the overall scope and plans for the audit.  The Audit
Committee meets with the independent auditors, with and without
management present, to discuss the results of their examinations,
the evaluations of the Company's internal controls, and the overall
quality of the Company's financial reporting.

       In reliance on the reviews and discussions referred to
above, the Audit Committee recommended to the Board of Directors,
and the Board has approved, that the audited financial statements
be included in the Company's Annual Report on Form 10-K for the
year ended September 30, 2010, for filing with the Securities and
Exchange Commission.

       Submitted by:		H.W. Shad III, Chairman
                                Charles E. Commander III
                                Robert H. Paul III
		   	        Members of the Audit Committee

       The Audit Committee Report does not constitute soliciting
material, and shall not be deemed to be filed or incorporated by
reference into any other Company filing under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, except to the extent that the Company specifically
incorporates the Audit Committee Report by reference therein.

       INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

       The Audit Committee has selected Hancock Askew & Co., LLP
("HA") to serve as the Company's principal public accountants,
subject to satisfactory negotiation of an annual fee agreement.
Representatives of HA are expected to be present at the
shareholders' meeting with the opportunity to make a statement
if they so desire and will be available to respond to

appropriate questions.

Audit and Non-Audit Fees

	The following table presents fees billed or to be
billed by the Company's independent registered public
accounting firm for the audit of the Company's financial
statements for fiscal years 2009 and 2010 and for other
services performed during such periods.

                               2009         2010
                               ----         ----

Audit Fees (1)             $  245,522    $  220,227
Audit Related Fees (2)         18,813        23,520
Tax Fees                           -0-           -0-
All Other Fees                     -0-           -0-
                              --------     ---------
Total                      $  264,335    $  243,747


<PAGE>

(1) Audit services include work performed in connection
    with the review of the Company's quarterly financial
    statements, the audit of the Company's annual
    financial statements and the audit of management's
    assessment of internal control over financial reporting.
(2) Audit related fees consisted principally of audits of
    employee benefit plans.

Pre-Approval of Audit and Non-Audit Services

	Under the Company's amended Audit Committee Charter,
the Audit Committee is required to pre-approve all auditing
services and permissible non-audit services, including related
fees and terms, to be performed for the Company by its independent
auditor, subject to the de minimus exceptions for non-audit
services described under the Exchange Act which are approved by
the Audit Committee prior to the completion of the audit.  The
Audit Committee pre-approved all audit services, audit-related
services and tax review, compliance and planning services
performed for the Company by Hancock Askew & Co., LLP during
fiscal 2010.

                 ADDITIONAL INFORMATION

Shareholder Proposals

       Proposals of shareholders intended to be included in
the Company's proxy statement and form of proxy relating to
the annual meeting of shareholders to be held in early 2012
must be delivered in writing to the principal executive
offices of the Company no later than August 25, 2011.  The
inclusion of any proposal will be subject to the applicable
rules of the Securities and Exchange Commission.

       Except for shareholder proposals to be included in the
Company's proxy materials, the deadline for nominations for
directors submitted by a shareholder is forty days before the
next annual meeting, and for other shareholder proposals is
November 10, 2011. Proposals must be sent to the Secretary of
the Company at our principal executive offices. Any notice
from a shareholder nominating a person as director must include
certain additional information as specified in our Articles of
Incorporation.

       The Company may solicit proxies in connection with next
year's annual meeting which confer discretionary authority to
vote on any shareholder proposals of which the Company does
not receive notice by November 10, 2011.

Section 16(a) Beneficial Ownership Reporting Compliance

       Section 16(a) of the Securities Exchange Act of 1934
requires the Company's executive officers, directors and
beneficial owners of 10% or more of the Company's outstanding
common stock to file initial reports of ownership and reports
of changes in ownership with the Securities and Exchange
Commission, NASDAQ and the Company.  Based solely on a review
of the copies of such forms furnished to the Company and
written representations from the Company's executive officers
and directors, the Company believes all persons subject to
these reporting requirements filed the required reports on a
timely basis.

Annual Report on Form 10-K

       Shareholders may receive without charge a copy of
Patriot Transportation Holding, Inc.'s annual report to the
Securities and Exchange Commission on Form 10-K including the
financial statements and the financial statement schedules by
writing to the Secretary of the Company at 501 Riverside Avenue,
Suite 500, Jacksonville, Florida 32202.  This report also is
available through our website, www.patriottrans.com.

                          BY ORDER OF THE BOARD OF DIRECTORS


December 17, 2010	     John D. Milton, Jr.
                                 Secretary

  PLEASE RETURN THE ENCLOSED FORM OF PROXY, DATED AND SIGNED, IN
    THE ENCLOSED ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE.

<PAGE>

                              Revised & Adopted December 6, 2006

               PATRIOT TRANSPORTATION HOLDING, INC.
                    AUDIT COMMITTEE CHARTER
Purpose
The Audit Committee, a committee of the Board of Directors (the
"Board"), is appointed by the Board to oversee the accounting and
financial reporting processes of the Company and the audits of the
Company's financial statements.  In that regard, the Audit
Committee assists the Board in monitoring (1) the integrity of the
financial statements of the Company, (2) the independent auditor's
qualifications and independence, (3) the performance of the
Company's internal audit function and independent auditors, and
(4) the compliance by the Company with legal and regulatory
requirements.

The Audit Committee shall prepare the report required by the rules
of the Securities and Exchange Commission (the "Commission") to be
included in the Company's annual proxy statement.

Committee Membership

The Audit Committee shall consist of no fewer than three members.
Each member of the Audit Committee shall meet the independence
and experience requirements of The NASDAQ Stock Market, Inc.
Marketplace Rules and the Securities Exchange Act of 1934 (the
"Exchange Act").  All members of the Audit Committee shall be
able to read and understand fundamental financial statements.
No member of the Audit Committee shall have participated in
the preparation of the financial statements of the Company in
the past three years. At least one member of the Audit Committee
shall be an "audit committee financial expert" as defined by the
Commission.

Notwithstanding the foregoing, one director who does not meet
the NASDAQ definition of independence, but who meets the
criteria set forth in Section 10A(m)(3) under the Exchange
Act and the rules thereunder, and who is not a current officer
or employee or a family member of such person, may serve for
no more than two years on the Audit Committee if the Board,
under exceptional and limited circumstances, determines that
such individual's membership is required by the best interests
of the Company and its shareholders. Such person must satisfy
the independence requirements set forth in Section 10A(m)(3)
of the Exchange Act, and may not chair the Audit Committee.
The use of this "exceptional and limited circumstances"
exception, as well as the nature of the individual's
relationship to the Company and the basis for the board's
determination, shall be disclosed in the Company's annual
proxy statement.

In addition, if an Audit Committee member ceases to be
independent for reasons outside the member's reasonable
control, his or her membership on the Audit Committee may
continue until the earlier of the Company's next annual
meeting of shareholders or one year from the occurrence of
the event that caused the failure to qualify as independent.
If the Company is not already relying on this provision, and
falls out of compliance with the requirements regarding Audit
Committee composition due to a single vacancy on the Audit
Committee, then the Company will have until the earlier of
the next annual meeting of shareholders or one year from
the occurrence of the event that caused the failure to
comply with this requirement.  The Company shall provide
notice to Nasdaq immediately upon learning of the event or
circumstance that caused the non-compliance, if it expects
to rely on either of these provisions for a cure period.

The members of the Audit Committee shall be appointed by the
Board on the recommendation of the Nominating and Corporate
Governance Committee of the Board in existence from time to
time. Audit Committee members may be replaced by the Board
at any time.

Meetings

The Audit Committee shall meet at least quarterly.

The Audit Committee shall meet periodically in separate
executive sessions with management, any internal auditors,
and the independent auditor, and have such other direct
and independent interaction with such persons from time to

<PAGE>

time as the members of the Audit Committee deem appropriate.
The Audit Committee may request any officer or employee of
the Company or the Company's outside counsel or independent
auditor to attend a meeting of the Committee or to meet with
any members of the Committee or its advisors.

The Audit Committee will meet at the call of its Chairman or
the Chairman of the Board of Directors.

A majority of the Audit Committee members will be a quorum for
the transaction of business.

The action of a majority of those present at a meeting at which
a quorum is present will be the act of the Audit Committee.

Any action required to be taken at a meeting of the Audit
Committee will be deemed the action of the Audit Committee
without a meeting if all of the Audit Committee members
executed, either before or after the action is taken, a
written consent and the consent is filed with the Corporate
Secretary.

Minutes shall be taken at each meeting of the Audit Committee
and included in the Company's corporate records.

Committee Authority and Responsibilities

The Audit Committee shall have the sole authority to appoint,
determine funding for, and oversee the outside auditors
(subject, if applicable, to shareholder ratification). The
Audit Committee shall be directly responsible for the
compensation and oversight of the work of the independent
auditor (including resolution of disagreements between
management and the independent auditor regarding financial
reporting) for the purpose of preparing or issuing an audit
report or related work. The independent auditor shall report
directly to the Audit Committee.

The Audit Committee shall pre-approve all auditing services,
internal control-related services and permitted non-audit
services (including the fees and terms thereof) to be
performed for the Company by its independent auditor, subject
to the de minimis exception for non-audit services that are
approved by the Audit Committee prior to the completion of
the audit. The Audit Committee may form and delegate authority
to subcommittees consisting of one or more members when
appropriate, including the authority to grant pre-approvals
of audit and permitted non-audit services, provided that
decisions of such subcommittee to grant pre-approvals shall
be presented to the full Audit Committee at its next
scheduled meeting.

The Audit Committee shall have the authority, to the extent
it deems necessary or appropriate, to engage and determine
funding for independent legal, accounting or other advisors.
The Company shall provide for appropriate funding, as
determined by the Audit Committee, for payment of
compensation to the independent auditor for the purpose of
rendering or issuing an audit report or performing other
audit, review or attest services for the Company and to any
advisors employed by the Audit Committee, as well as funding
for the payment of ordinary administrative expenses of the
Audit Committee that are necessary or appropriate in carrying
out its duties.

       The Audit Committee shall conduct an annual
self-evaluation to assess the effectiveness of the Audit
Committee and its compliance with the requirements of this
Charter and applicable listing standards and legal requirements.
The Audit Committee shall report its conclusions to the Board.

The Audit Committee shall make regular reports to the Board. The
Audit Committee shall review and reassess the adequacy of this
Charter annually and recommend any proposed changes to the Board for
approval.

The Audit Committee, to the extent it deems necessary or
appropriate, shall:

Financial Statement and Disclosure Matters

1. Review and discuss with management and the independent auditor the
annual audited financial statements, including disclosures made in
management's discussion and analysis, and recommend to the Board
whether the audited financial statements should be included in
the Company's Form 10-K.

<PAGE>

2. Review and discuss with management and the independent auditor
the Company's quarterly financial statements prior to the filing of
its Form 10-Q, including the results of the independent auditor's
review of the quarterly financial statements.

3. 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 major issues as to the adequacy of the
Company's internal controls and any special steps adopted in light
of material control deficiencies.

4. Review and discuss with management and the independent auditor
any major issues as to the adequacy of the Company's internal
controls, any special steps adopted in light of material control
deficiencies and the adequacy of disclosures about changes in
internal control over financial reporting.

5. Review and discuss with management (including the senior
internal audit executive) and the independent auditor the Company's
internal controls report and the independent auditor's attestation
of the report prior to the filing of the Company's Form 10-K.

6. Review and discuss reports from the independent auditors on:

    a. all critical accounting policies and practices to be used;

    b. all alternative treatments of financial information within
generally accepted accounting principles that have been discussed
with management, ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the
independent auditor; and

c. other material written communications between the independent
auditor and management, such as any management letter or schedule
of unadjusted differences.

7. Discuss with management and approve the Company's earnings
press releases, including the use of "pro forma" or "adjusted"
non-GAAP information, as well as any financial information and
earnings guidance provided to analysts and rating agencies. Such
discussion may be done generally (consisting of discussing the
types of information to be disclosed and the types of
presentations to be made).

8. Discuss with management and the independent auditor the effect
of regulatory and accounting initiatives as well as off-balance
sheet structures on the Company's financial statements.

9. Discuss with management the Company's major financial risk
exposures and the steps management has taken to monitor and
control such exposures, including the Company's risk assessment
and risk management policies.

10. Discuss with the independent auditor the matters required to
be discussed by Statement on Auditing Standards No. 61 relating to
the conduct of the audit, including any difficulties encountered
in the course of the audit work, any restrictions on the scope of
activities or access to requested information, and any significant
disagreements with management.

11. Review disclosures made to the Audit Committee by the Company's
CEO, CFO and CAO during their certification process for the Form 10-K
and Form 10-Q about any significant deficiencies in the design or
operation of internal controls or material weaknesses therein and
any fraud involving management or other employees who have a
significant role in the Company's internal controls.

12. Ensure that a public announcement of the Company's receipt of an
audit opinion that contains a going concern qualification is made
promptly.

Oversight of the Company's Relationship with the Independent
Auditor

13. Review and evaluate the lead partner of the independent
auditor team.


<PAGE>

14. Obtain and review a report from the independent auditor at
least annually regarding (a) the independent auditor's internal
quality-control procedures, (b) any material issues raised by
the most recent internal quality-control review, or peer review,
of the firm, or by any inquiry or investigation by governmental
or professional authorities within the preceding five years
respecting one or more independent audits carried out by the
firm and (c) any steps taken to deal with any such issues.
Evaluate the qualifications, performance and independence of
the independent auditor, including considering whether the
auditor's quality controls are adequate and the provision of
permitted non-audit services is compatible with maintaining
the auditor's independence, and taking into account the opinions
of management and internal auditors. The Audit Committee shall
present its conclusions with respect to the independent auditor
to the Board.

15. Obtain from the independent auditor a formal written statement
delineating all relationships between the independent auditor and
the Company. It is the responsibility of the Audit Committee to
actively engage in a dialogue with the independent auditor with
respect to any disclosed relationships or services that may
impact the objectivity and independence of the auditor.

16. Ensure the rotation of the lead (or coordinating) audit
partner having primary responsibility for the audit and the
audit partner responsible for reviewing the audit as required
by law. Consider whether, in order to assure continuing
auditor independence, it is appropriate to adopt a policy
of rotating the independent auditing firm on a regular basis.

17. Approve or establish policies for the Company's hiring
of employees or former employees of the independent auditor.

18. Discuss with the independent auditor material issues on
which the national office of the independent auditor was
consulted by the Company's audit team.

19. Meet with the independent auditor prior to the audit to
discuss the planning and staffing of the audit.

Oversight of the Company's Internal Audit Function

20. Review the appointment and replacement of any senior
internal auditing staff.

21. Review the significant reports to management prepared
by any internal audit staff and management's responses.

22. Discuss with the independent auditor and management the
internal audit department responsibilities, budget and
staffing and any recommended changes in the planned scope
of the internal audit.

Compliance Oversight Responsibilities

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

24. Obtain reports from management, the senior member of
any internal audit staff and the independent auditor that
the Company and its subsidiaries are in conformity with
applicable legal requirements and the Company's Code of
Business Conduct and Ethics. Advise the Board with respect
to the Company's policies and procedures regarding
compliance with applicable laws and regulations and
with the Company's Code of Business Conduct and Ethics.

25. Approve all related party transactions that are
required to be disclosed under Item 404 of Regulation S-K
and that have not previously been approved by the Company's
independent directors.

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

27. Discuss with management and the independent auditor
any correspondence with regulators or governmental
agencies and any published reports which raise material
issues regarding the Company's financial statements or
accounting policies.

<PAGE>

28. Discuss with counsel to the Company any legal
matters that may have a material impact on the financial
statements or the Company's compliance policies.

Limitation of Audit Committee's Role

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.


<PAGE>

             PATRIOT TRANSPORTATION HOLDING, INC.
             PROXY SOLICITED BY BOARD OF DIRECTORS

  FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR FEBRUARY 2, 2011.

	The undersigned hereby appoints Edward L. Baker and John D.
Baker II, or either of them, the attorneys, agents and proxies of the
undersigned with full power of substitution to vote all the shares of
common stock of Patriot Transportation Holding, Inc. (the "Company")
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held in the Riverfront Conference
Room at the St. Joe Building, 245 Riverside Avenue, Jacksonville,
Florida on February 2, 2011, at 10 o'clock in the morning, local time,
and all adjournments thereof, with all the powers the undersigned
would possess if then and there personally present.  Without limiting
the general authorization and power hereby given, the above proxies
are directed to vote as instructed on the matters below:

	1.	The election of three directors to each serve for a
term of four years.

	/ /   FOR the nominees listed  /  /  WITHHOLD AUTHORITY
	      below (except as marked        to vote for all nominees
	      to the contrary below)            listed below

          John E. Anderson, Robert H. Paul III and James H. Winston
are the nominees for a term of four years.

To withhold authority to vote for any individual nominee, write that
nominee's name in the space provided.

___________________________________________________________________

    2.   The ratification of the Audit Committee's selection of
Hancock Askew & Co., LLP, as the Independent Registered Public
Accounting Firm (auditors) for fiscal 2011.

         / / FOR            / / AGAINST          / / ABSTAIN

   3.	The advisory approval of the compensation of the named
executive officers as disclosed in the Company's proxy statement.

   	/ / FOR            / / AGAINST          / / ABSTAIN

   4.	The advisory approval of the frequency of a shareholder
advisory vote to approve the compensation of the named executive officers.

   	/ / 1 YEAR         / / 2 YEARS         / / 3 YEARS        / / ABSTAIN

 5.   To transact such other business as may properly come before
the meeting or any adjournments thereof.

             (Continued and to be signed on other side)
-----------------------------------------------------------------
        Shares represented by properly executed and returned proxies
will be voted at the meeting in accordance with the undersigned's
directions or, if no directions are indicated, will be voted in favor
of: (i) the election of the nominees proposed in this proxy statement,
(ii) ratification of the Independent Registered Public Accounting Firm,
(iii) the advisory approval of the compensation of the named executive
officers, (iv) setting the frequency of a shareholder advisory vote to
approve the compensation of the named executive officers at 1 year and,
(v) if any other matters properly come before the meeting, in accordance
with the best judgment of the persons designated as proxies.

        The undersigned hereby revokes any proxy heretofore given with
respect to the shares owned by the undersigned, acknowledges receipt of
the Notice and the Proxy Statement for the meeting accompanying this
proxy, each dated December 17, 2010, and authorizes and confirms all
that the appointed proxies or their substitutes, or any of them, may
do by virtue hereof.

                            Dated:  ___________________________
                            ___________________________________
                            Signature
                            ___________________________________
                            Signature, if held jointly

<PAGE>

IMPORTANT:  Please date this proxy and sign exactly as your
name or names appear(s) hereon.  If the stock is held jointly,
signatures should include both names. Personal representatives,
trustees, guardians and others signing in a representative capacity
should give full title.  If you attend the meeting, you may, if
you wish, withdraw your proxy and vote in person.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE FOLLOWING
NOMINEES, "FOR" PROPOSALS 2, 3 AND 5 AND "1 YEAR" UNDER PROPOSAL 4.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE


         Proxy Statement dated December 17, 2010


<PAGE>
</TEXT>
</DOCUMENT>
