<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>2
<FILENAME>ex13annual.txt
<DESCRIPTION>PATR 2010 ANNUAL REPORT
<TEXT>
Annual Report 2011
CONSOLIDATED FINANCIAL HIGHLIGHTS
Years ended September 30
(Amounts in thousands except per share amounts)
                                                          %
                                          2011      2010     Change

Revenues                                $120,106  111,338       7.9
Operating profit                        $ 14,369   14,503      (0.9)
Income from continuing operations       $  6,989    7,056      (0.9)
Discontinued operations, net            $  5,222      315   1,557.8
Net income                              $ 12,211    7,371      65.7

Per common share:
 Income from continuing operations:
  Basic                                 $    .75      .77      (2.6)
  Diluted                               $    .74      .75      (1.3)
 Discontinued operations:
  Basic                                 $    .57      .03   1,800.0
  Diluted                               $    .55      .03   1,733.3
 Net income:
  Basic                                 $   1.32      .80      65.0
  Diluted                               $   1.29      .78      65.4

Total Assets                            $266,390  257,712       3.4
Total Debt                              $ 67,272   71,860      (6.4)
Shareholders' Equity                    $164,447  152,056       8.1
Common Shares Outstanding                  9,288    9,278       0.1
Book Value Per Common Share             $  17.71    16.39       8.1

BUSINESS. The Company is engaged in the transportation and real estate
businesses. The Company's transportation business is conducted through a
wholly owned subsidiary, Florida Rock & Tank Lines, Inc. (Tank Lines),
which is a Southeastern U.S. based tank truck company concentrating in the
hauling of primarily petroleum products and other liquids and dry bulk
commodities.  The Company's real estate group, comprised of FRP Development
Corp. and Florida Rock Properties, Inc., acquires, constructs, leases,
operates and manages land and buildings to generate both current cash flows
and long-term capital appreciation.  The real estate group also owns real
estate which is leased under mining royalty agreements or held for
investment.

OBJECTIVES. The Company's dual objectives are to continue building a
substantial transportation company and a real estate company providing
sound long-term growth, cash generation and asset appreciation.

  TRANSPORTATION
Internal growth is accomplished by a dedicated and competent work
force emphasizing superior service to customers in existing markets,
developing new transportation services for customers in current
market areas and expanding into new market areas.

External growth is designed to broaden the Company's geographic
market area and delivery services by acquiring related businesses.

  REAL ESTATE
The growth plan is based on the acquisition, development and
management of mining royalty lands and commercial warehouse/office
rental properties located in appropriate sub-markets in order to
provide long-term positive cash flows and capital appreciation.
To Our Shareholders


Fiscal 2011 proved to be another challenging year in a continuing anemic
economy. In our transportation segment we were able to grow not only our
revenues but our revenue miles as well.  Our headwind was a 29% year over
year increase in diesel fuel prices for which our fuel surcharges was not
quite able to overcome fully.  We also again improved our Preventable
Accident Frequency Ratio even though our fiscal 2010 ratio had been quite
good.

Our Developed Property Rentals segment made record strides in signing lease
commitments for vacant space, signing commitments during the year for some
592 thousand square feet of space.  For us that is an all-time record
accomplishment. Correspondingly our rental revenues increased as did our
occupancy rate.  Our management team for this segment achieved these
improvements with a smaller staff and less overhead than we had engaged in
recent years.

Our Mining Properties segment, on the other hand, was only able to hold its
own as the demand for aggregates continued to be weak.  Nevertheless, our
performance here was still quite profitable and its opportunity for
substantial revenue and profitability improvement remains when aggregate
demand improves in our markets.

In the first quarter we were pleased to be able to complete the bargain sale
of a parcel of property in Caroline County, Virginia, to the Commonwealth of
Virginia, wherein we received cash of $5.2 million and donated $5.6 million
as a charitable contribution primarily reflecting the underlying aggregate
deposits value of $5.1 million.  We were able to utilize the sale portion of
this transaction as a tax-free like-kind exchange to acquire the Hollander
Business Park property in Baltimore, Maryland, with one existing warehouse
and numerous other commercial building sites.  The substantial tax savings
associated with the donation will be useable by us for fiscal 2011 plus the
ensuing five taxable years.

Continuing on the performance of our discontinued operations, we were pleased
to receive during the fourth quarter of fiscal 2011, prepayment in full of
the promissory note received for the FY 2009 sale of the Sunbelt trucking
equipment and operations.  With this cash payoff we are able to report a
$3,875,000 increase in cash year over year.

Turning back to the issue of taxes, we are also pleased to report that during
the fiscal year we were blessed with the commencement of an audit of our
fiscal year 2008 and 2009 income tax returns by the Internal Revenue Service.
The good news is that immediately following the close of the fiscal year we
were advised by the IRS auditors that both years would be accepted with no
changes to our tax liability proposed!

On the public stock ownership front, our Board approved last December a three
for one stock split for stockholders of record on January 3, 2011, which was
implemented via a stock dividend on January 17, 2011.  While our stock still
trades on limited volume, the average volume of shares traded since the
effective date of the split has increased.


TRANSPORTATION SEGMENT

Although our operating profit in Transportation was down just slightly year
over year, our management team continued to make significant strides in
growing our revenues, adding needed drivers, improving our Preventable
Accident Frequency Ratio and improving overall team coordination to achieve
Company goals and objectives through the discipline of its "ACE" (Achieve
Continuous Excellence) incentive program.  The biggest difference in the year
over year financial performance was attributable to the addition of
significant loss reserves for two separate non-preventable incidents that
occurred during the last four months of the year.  By contrast, in Fiscal
2010, this segment received a reduction in loss reserves that aided its
profitability for the year.

Our management team is making strides in growing its business not only by
adding customers in existing markets but also in expanding to new markets.
In the coming year this segment will have the opportunity to expand into
South Carolina and North Carolina as one of our existing customers expands
its footprint and gives us the opportunity to grow with it.  We will again be
challenged to maintain and improve our safety performance and to improve our
customer satisfaction through disciplined attention to detail.


DEVELOPED PROPERTY RENTALS

Coming off fiscal 2011's record performance in square footage leased, our
Management team for this segment will again be focused on obtaining quality
tenants for buildings in our portfolio that still contain vacant space.  We
are proud of the improvement during fiscal 2011 from a beginning 72%
occupancy rate to an ending 79.8% rate, but will not be planning to construct
any new speculative warehouse/office buildings until we are able to get that
rate to around the 90% mark where we traditionally operated before the
downturn in the markets that occurred in 2008.

We are quite proud of the new partnership with Mid-Atlantic Realty Partners
LLC, who we have selected for our commencement of Phase I of our Riverfront
on the Anacostia project in Washington, D.C.  We are very involved at this
time in preparing for execution the detailed governing documents for this
venture while we pursue the amendment of our development plan with the
authorities in the District of Columbia to enable Phase I to become an
apartment rather than office building. We remain optimistic regarding the
profit potential for this project but our management team is wisely
proceeding carefully so as to preserve the overall quality and value that can
be achieved for all four phases of the total project.

Following fiscal year end we were advised by the contracted purchaser for the
121 acre Bird River (now Windlass Run) residential property in southeastern
Baltimore County, Maryland, that it did not intend to proceed with the
project.  We have received the $1 million deposit during October and received
all of the permits, drawings, engineering studies and other development
studies with respect to this parcel.  We remain committed to the realization
of true value from this property and will endeavor to complete all
entitlements with respect to same in the near future so as to have it ready
for subsequent marketing when residential demand returns to this area of
Baltimore County.


MINING PROPERTIES SEGMENT

Although total tons sold from these properties actually increased during
Fiscal 2011 over Fiscal 2010, the revenues were slightly down as our tenants
shifted some tonnages from locations with a higher royalty per ton to
locations with a slightly lesser royalty.  In the end it is the sluggish
construction materials economy that is keeping this segment from achieving
its potential but we remain optimistic that as demand for the products
returns, our profitability can grow significantly as average pricing for
these products still remains higher than in the peak years of 2005 and 2006.
 Our expenses with respect to the revenue streams available from these
properties are relatively low compared to our developed property rentals
operations such that we continue to like the diversification afforded to our
earnings through this segment.


CONCLUSION

We cannot conclude without pointing with some degree of pride to the
improvement achieved in our balance sheet during the year despite
historically weak economic conditions.  Shareholder Equity has improved by
more than $12 million dollars (from $152,056,000 to $164,447,000) and cash
has increased by $3,875,000.  Our conservative posture here affords us the
ability to grow this Company significantly in the future when we are able to
identify appropriate opportunities.  In the interim we continue to work
through the discipline of measuring our after-tax returns on capital employed
in each of our segments to improve our returns and increase shareholder
value.

As you will remember we close this letter each year with special thanks and
recognition to the many men and women who work so tirelessly day-in and day-
out to help us achieve our goals and objectives.  Once again we take this
opportunity to say to each and every one of them - "THANK YOU" - for another
proud year in this Company's history!

And now in closing we extend our special thanks to you our shareholders and
customer for your continued confidence and support as we endeavor to improve
our performance for another year in fiscal 2012.



Respectively yours,



John D. Baker II
Executive Chairman



Thompson S. Baker II
President & Chief Executive Officer


OPERATING PROPERTIES

Transportation.  During fiscal 2011, the Company's transportation group
operated through a wholly owned subsidiary, Florida Rock & Tank Lines, Inc.
Tank Lines).  Tank Lines is engaged in hauling petroleum and other liquid
and dry bulk commodities in tank trucks.

Tank Lines operates from terminals in Jacksonville, Orlando, Panama City,
Pensacola, Port Everglades, Tampa and White Springs, Florida; Albany,
Atlanta, Augusta, Bainbridge, Columbus, Macon and Savannah, Georgia;
Chattanooga, Knoxville and Nashville, Tennessee; Birmingham and Montgomery,
Alabama; and Wilmington, North Carolina.

At September 30, 2011 the transportation group owned and operated a fleet
of 415 trucks and 521 trailers plus 3 additional trucks that were being
prepared for sale.  During fiscal 2011, the transportation group purchased
47 new tractors, 8 used tractors, and 20 trailers. In fiscal 2009 and 2010,
the Company purchased 79 new tractors.  The fiscal 2012 capital budget
includes 49 new tractors and 24 new trailers including binding commitments
to purchase 39 tractors and 14 trailers at September 30, 2011.  Maintaining
a modern fleet has resulted in reduced maintenance expenses, improved
operating efficiencies and enhanced driver recruitment and retention.  In
August 2009 the Company sold its flatbed trucking company, SunBelt
Transport, Inc. (SunBelt).  Under the agreement, the Buyer purchased all of
SunBelt's tractors and trailers and leased certain facilities.

Mining Royalty Land.  The mining royalty land segment owns and seeks to
acquire land with construction aggregates deposits, a substantial portion
of which is leased to Vulcan Materials Company under long-term mining
royalty agreements, whereby the Company is paid a percentage of the
revenues generated or annual minimums.  The segment also owns mining
related land held for future appreciation or development.  At September 30,
2011, the mining royalty land segment owned the following properties:

1) Locations currently being mined on a total of 10,423 acres include
Grandin, Keuka and Newberry, Florida, Columbus, Macon and Tyrone, Georgia
and Manassas, Virginia.  Tons sold in 2011 totaled 5,252,000 leaving
estimated reserves of 346,348,000 tons.

2) Locations under royalty agreements but not currently being mined on a
total of 3,575 acres include Ft. Myers, Airgrove/Lake County, Marion
County, and Astatula/Lake County Florida, and Forest Park Georgia.  These
sites have estimated reserves of 73,030,000 tons.

The Ft. Myers residential property in Lee County, Florida is part of a
1,993 acre site under a long-term mining lease to Vulcan.  In June, 2010
the Company entered into a letter agreement with Vulcan Materials Company
that required modifications to the existing mining lease on our property,
such that the mining will be accelerated and the mining plan will be
revised to accommodate future construction of up to 105 residential
dwelling units around the mined lakes. In return the Company agreed to
grant Lee County a right of way for a road and to place a conservation
easement on part of the property.

3) The segment owns 2,207 acres of investment properties in Gulf Hammock,
Brooksville, Palatka, and Polk County, Florida and Yatesville and
Henderson, Georgia.

4) Brooksville Quarry LLC. On October 4, 2006, a subsidiary of the Company
(FRP) entered into a Joint Venture Agreement with Vulcan Materials Company
(formerly Florida Rock Industries, Inc.) to form Brooksville Quarry, LLC, a
real estate joint venture to develop approximately 4,300 acres of land near
Brooksville, Florida.  In April 2011, the Florida Department of Community
Affairs issued its Final Order approving the development of the Project.
Prior to commencing development of the Project the property will need to be
rezoned consistent with the approved entitlements.

Developed Property Rentals.  The developed property rentals segment
acquires, constructs, leases and manages land and commercial buildings in
the Baltimore/Northern Virginia/Washington and Jacksonville, Florida area.

At September 30, 2011, the developed property rentals segment owned 313
acres in 13 developed parcels of land all but one of which are in the Mid-
Atlantic region of the United States as follows:

1) Hillside Business Park in Anne Arundel County, Maryland consists of 49
usable acres.  Five warehouse/office buildings totaling 567,473 square feet
exist on the property and are 93% occupied.  An agreement to lease 32,700
square feet commenced in November 2011 and increased the occupancy to 99%.

2) Lakeside Business Park in Harford County, Maryland consists of 84 usable
acres.  Nine warehouse/office buildings totaling 893,722 square feet exist
on 70 of these acres and are 84% occupied.  An agreement to lease 30,269
square feet commenced in November 2011 and increased the occupancy to 87%.
 The remaining 14 acres are available for future development and have the
potential to offer an additional 210,230 square feet of comparable product.

3) 6920 Tudsbury Road in Baltimore County, Maryland contains 5.3 acres with
86,100 square feet of warehouse/office space that is 100% leased to a
single tenant.

4) 8620 Dorsey Run Road in Howard County, Maryland contains 5.8 acres with
85,100 square feet of warehouse/office space that is 100% leased.

5) Rossville Business Center in Baltimore County, Maryland contains
approximately 10 acres with 190,517 square feet of warehouse/office space
and is 100% leased.

6) 34 Loveton Circle in suburban Baltimore County, Maryland contains 8.5
acres with 33,708 square feet of office space, which is 40% leased
including 21% of the space occupied by the Company.

7) Oregon Business Center in Anne Arundel County, Maryland contains
approximately 17 acres with 195,615 square feet of warehouse/office space,
which is 62% occupied.  An agreement to lease 12,240 square feet commenced
in October 2011 which increased the occupancy to 68%.

8) Arundel Business Center in Howard County, Maryland contains
approximately 11 acres with 162,796 square feet of warehouse/office space,
which is 93% leased.

9) 100-400 Interchange Boulevard in New Castle County, Delaware contains
approximately 17 acres with 303,006 square feet of warehouse/office space,
which is 35% leased.  Chrysler and General Motors plant closings have
reduced demand for space in this market. The remaining 8.8 acres are
available for future development and have the potential to offer an
additional 93,600 square feet of comparable product.

10) 1187 Azalea Garden Road in Norfolk, Virginia contains approximately 12
acres with 188,093 square feet of warehouse/office space, which is 100%
leased.

11) Windlass Run Business Park in Baltimore County, Maryland contains
69,474 square feet of warehouse/office space completed September 30, 2008
that is currently 13% occupied.  This building is contained within a larger
parcel containing approximately 42 acres which when complete is estimated
to include 519,824 square feet of total build-out.

12) 155 E. 21st Street in Duval County, Florida contains approximately 6
acres with 68,757 square feet of office space which is 100% leased to
Vulcan.

13)  Hollander 95 Business Park in Baltimore City, Maryland was purchased
on October 22, 2010 and contains 82,800 square feet of warehouse/office
space which is 47% leased.  An additional 42 acres of partially developed
land is available with the potential to offer 490,000 square feet of
warehouse, office, hotel and flex buildings.

Additionally at September 30, 2011 the developed property rentals segment
owned the following parcels held for future development or appreciation:

1) Windlass Run Residential (previously Bird River), located in
southeastern Baltimore County, Maryland, is a 121 acre tract of land
adjacent to and west of our Windlass Run Business Park.  The property was
rezoned in September 2007 to allow for additional density and plans are
being pursued to obtain an appropriate product mix.  In July 2008, the
Company entered into an agreement to sell the property at a purchase price
of $25,075,000 and closing was scheduled to occur in the first quarter of
calendar 2012.  The purchaser had placed non-refundable deposits of
$1,000,000 under this contract in escrow.  Preliminary approval for the
development as originally contemplated was previously received and the time
for any appeals from that approval has expired.  In October 2011 the
purchaser terminated its agreement to purchase the property and released
the $1,000,000 escrow deposit to the company's subsidiary, FRP Bird River,
LLC. along with all permits, engineering work, plans and other development
work product with regards to the property. The Company intends to continue
to complete the entitlement process for this parcel of land for residential
development and will market it appropriately as the demand for residential
property in this area improves in the future.

2) Patriot Business Park, located in Prince William County, Virginia, is a
73 acre tract of land which is immediately adjacent to the Prince William
Parkway, which provides access to I-66.  The Company plans to develop and
lease approximately 733,650 square feet of warehouse/office buildings on
the property.  Land development efforts commenced in the summer of 2008 but
were placed on hold in April 2009.

3) Anacostia River. The Company owns a 5.8 acre parcel of undeveloped real
estate in Washington D.C. that fronts the Anacostia River and is adjacent
to the Washington Nationals Baseball Park.  The parcel was leased to a
subsidiary of Vulcan Materials Company on a month-to-month basis through
August 2011.  In September 2011 Vulcan commenced a long term lease for a
Company owned 2.1 acre tract which is nearby on the same bank of the
Anacostia River.  The approved planned unit development permits the Company
to develop a four building, mixed use project, containing approximately
545,800 square feet of office and retail space and approximately 569,600
square feet of additional space for residential and hotel uses.  The
approved development would include numerous publicly accessible open spaces
and a waterfront esplanade along the Anacostia River.  In November 2009,
the Company received a two-year extension for commencement of this project,
moving the construction commencement date to June 2013.  The Company sought
this extension because of negative current market indications.

In July 2011 the Company executed a Letter of Intent with MidAtlantic
Realty Partners, LLC. ("MRP") for the formation of a joint venture to
develop the first phase of the four-phase Master Development known as
RiverFront on the Anacostia in Washington, D.C. adjacent to the Washington
Nationals baseball stadium.  Under the terms of the Letter of Intent the
parties have agreed to seek a modification from the District of Columbia
authorities to the existing approved plan for the Master Development to
change phase I from an office building to residential apartments.  The
Letter of Intent contemplates the parties will enter into a formal joint
venture agreement wherein the Company will contribute the land comprising
phase I to the joint venture in return for a seventy percent (70%) interest
in the venture.  MRP will contribute capital in the amount necessary for
the venture to qualify for a nonrecourse loan for the balance of the
estimated construction costs (this MRP contribution is currently estimated
to be in the approximate amount of $4,500,000).  At this point the Letter
of Intent contemplates commencement of construction in the spring of 2013
with lease up scheduled between September of 2014 and July of 2015.  The
Letter of Intent further contemplates additional incentive promotional
returns to MRP but only after FRP and MRP have received a stipulated
cumulative return on their contributed capital.  The Letter of Intent
contemplates no commitments or obligations between the parties with respect
to Phases II, III and IV of the Master Development Plan.  Negotiations are
ongoing with FRP with regard to the final governing documents for the joint
venture project.

4) Commonwealth Avenue in Jacksonville, Florida is a 50 acre site near the
western beltway of Interstate-295 capable of supporting approximately
500,000 square feet of warehouse/office build-out.

5) Leister property in Hampstead, Carroll County, Maryland is a 117 acre
parcel located adjacent to State Route 30 bypass.  The parcel was acquired
for future commercial development and is projected to contain 900,000
square feet of space when complete.  This parcel is currently in a
predevelopment planning stage.

<TABLE>
Real Estate Group Property Summary Schedule at September 30, 2011 (dollars in thousands)

<CAPTION>
		Encumb-	     Gross	       Net	         Date	      Revenue
County		rances	   Book Cost 	    Book Value	      Acquired      Fiscal 2011
<S>		<C>        <C>              <C>               <C>           <C>
Mining Royalty Land
Alachua, FL	 $   	     $   1,442	     $  1,314	         4/86	     $	460
Clayton, GA	  	           369	          364	         4/86	   	 78
Fayette, GA	       	     	   685	          623	         4/86		359
Lake, FL		     	   402	          256	         4/86		 63
Lake, FL		         1,083	          115	         4/86		132
Lee, FL		  	         4,696	        4,690	         4/86           366
Monroe, GA		           792	          515	         4/86		517
Muscogee, GA		           324	           67	         4/86		202
Prince William. VA	           299	            1	         4/86		385
Putnam, FL                      15,039         10,887	         4/86	      1,296
Putnam, FL		           321             17  	         4/86	 	  0
Spalding, GA                        20             20 	         4/86	  	  5
Marion, FL	    	         1,184	          585	         4/86		132
Investment Property              1,823          1,164            4/86     	 17
Brooksville Joint Venture        7,412          7,412			        249
	                0       35,891         28,030			      4,261
Developed Property Rentals
Baltimore, MD	    2,190        4,417	        2,036	        10/89		117
Baltimore, MD	    5,159        7,736	        3,922	        12/91	      1,071
Baltimore, MD	    1,767        3,551	        2,410	         7/99		424
Baltimore, MD           0       17,779	       17,386	        12/02	         37
Baltimore City, MD      0        9,007	        8,858	        12/10	        253
Duval, FL	        0        2,957	          269	         4/86	        692
Duval, FL	        0          723	          723	         4/86	          0
Harford, MD	    1,591        3,861	        2,174	         8/95		773
Harford, MD	    2,970        5,707	        3,780	         8/95	      1,169
Harford, MD	    4,421        7,147	        4,371	         8/95	      1,527
Harford, MD	        0        1,579	        1,579	         8/95		  0
Harford, MD	    3,293       10,221	        7,314	         8/95	      1,640
Harford, MD	    2,517       11,722	        9,238	         8/95		910
Howard, MD	    2,307        7,558	        4,097	         9/88	      1,081
Howard, MD	    1,597        3,454	        2,358	         3/00		575
Anne Arun, MD	    1,075        8,837	        4,059	         9/88		998
Anne Arun, MD	    8,910       14,070	       10,724	         5/98	      2,140
Anne Arun, MD	    8,480       12,325	       10,224	         8/04	      1,782
Anne Arun, MD	    4,371        6,061	        5,120	         1/03		644
Anne Arun, MD           0       10,288          9,521	         7/07           294
Norfolk, VA	    6,076        7,512	        5,955	        10/04		792
Prince Wil. VA	        0       13,488	       13,488  	        12/05		  0
Newcastle Co. DE   10,548       13,357	       10,720	         4/04		306
Carroll, MD             0        6,963	        6,963	         3/08		  0
Wash D.C.	        0       18,643	       15,425	         4/86		740
Wash D.C.               0        3,811          3,811	        10/97	    	 79
                   67,272      212,774	      166,525	   	 	     18,044

Grand Totals      $67,272     $248,665       $194,555                       $22,305
</TABLE>


Five Year Summary-Years ended September 30
(Amounts in thousands except per share amounts)

                        2011      2010      2009      2008      2007
Summary of Operations:
Revenues             $120,106   111,338   114,553   129,171   111,298
Operating profit     $ 14,369    14,503    16,128    14,338    17,105
Interest expense     $  3,346     3,928     3,482     4,551     3,878
Income from continuing
 operations          $  6,989     7,056     7,908     8,493     8,737
Per Common Share:
Basic                $    .75       .77       .87       .93       .96
Diluted              $    .74       .75       .85       .91       .93
Discontinued
 Operations, net     $  5,222       315    (4,155)     (525)      768
Net income           $ 12,211     7,371     3,753     7,968     9,505
Per Common Share:
Basic                $   1.32       .80       .41       .88      1.05
Diluted              $   1.29       .78       .40       .85      1.01

Financial Summary:
Current assets       $ 34,694    31,772    29,883    41,852    60,665
Current liabilities  $ 18,232    18,095    22,367    28,611    25,571
Property and
 equipment, net      $208,988   198,116   199,013   197,823   176,395
Total assets         $266,390   257,712   256,854   262,040   253,530
Long-term debt       $ 62,370    67,272    71,860    76,153    80,172
Shareholders' equity $164,447   152,056   142,408   137,355   130,461
Net Book Value
 Per common Share    $  17.71     16.39     15.55     15.07     14.25
Other Data:
Weighted average common
 shares - basic         9,284     9,182     9,125     9,098     9,066
Weighted average common
 shares - diluted       9,451     9,424     9,352     9,378     9,394
Number of employees       802       763       761     1,039     1,019
Shareholders of record    497       509       543       549       573

Quarterly Results (unaudited)
(Dollars in thousands except per share amounts)
	             First	     Second	      Third           Fourth
                  2011    2010    2011    2010    2011    2010    2011    2010
Revenues        $28,263  27,500  28,590  27,510  31,947  28,358  31,306  27,970
Operating profit$ 3,188   3,042   3,184   3,067   4,441   4,481   3,556   3,913
Income from continuing
 operations     $ 1,468   1,312   1,505   1,348   2,359   2,500   1,657   1,896
Discontinued
 operations, net$ 4,927      24     178      94      20      99      97      98
Net income      $ 6,395   1,336   1,683   1,442   2,379   2,599   1,754   1,994
Earnings per common share (a):
 Income from continuing operations-
  Basic         $   .16     .14     .16     .15     .25     .27     .18     .21
  Diluted       $   .16     .14     .16     .14     .25     .27     .18     .20
 Discontinued operations-
  Basic         $   .53     .01     .02     .01     .01     .01     .01     .01
  Diluted       $   .52     .00     .02     .01     .00     .01     .01     .01
 Net income-
  Basic         $   .69     .15     .18     .16     .26     .28     .19     .22
  Diluted       $   .68     .14     .18     .15     .25     .28     .19     .21
Market price per common share (b):
    High        $ 32.94   32.79   32.77   31.33   28.65   29.57   26.50   26.72
    Low         $ 22.44   26.56   23.91   27.66   19.99   26.67   18.33   23.38

(a) Earnings per share of common stock is computed independently for each
quarter presented.  The sum of the quarterly net earnings per share of
common stock for a year may not equal the total for the year due to
rounding differences.

(b) All prices represent high and low daily closing prices as reported by
The Nasdaq Stock Market.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

Executive Overview

Patriot Transportation Holding, Inc. (the Company) is a holding company
engaged in the transportation and real estate businesses.

The Company's transportation business, Florida Rock & Tank Lines, Inc. is
engaged in hauling primarily petroleum and other liquids and dry bulk
commodities in tank trailers.

The Company's real estate business is operated through two subsidiaries:
Florida Rock Properties, Inc. and FRP Development Corp.  The Company owns
real estate in Florida, Georgia, Virginia, Maryland, Delaware and
Washington, D.C.  The Company's real estate operations consist of two
reportable segments.  The Mining royalty land segment owns real estate
including construction aggregate royalty sites and parcels held for
investment. The Developed property rentals segment acquires, constructs,
and leases office/warehouse buildings primarily in the Baltimore/Northern
Virginia/Washington area and holds real estate for future development or
related to its developments.

Net income was $12,211,000 or $1.29 per diluted share in fiscal 2011, an
increase of 65.7% compared to $7,371,000 or $.78 per diluted share in
fiscal 2010.  Income from discontinued operations favorably impacted net
income due to an after tax gain of $4,999,000 from the exchange of property
included in fiscal 2011.  Transportation segment results were lower due to
two severe non-preventable incidents in the last four months of fiscal 2011
partially offset by lower health benefit claims and higher miles driven.
Mining royalty land segment's results were lower due to reduced mining
royalties.  Developed property rentals segment's results were higher due to
higher developed property occupancy offset by higher unbillable maintenance
costs, professional fees and depreciation.  Diluted earnings per share
increased to $1.29 in fiscal 2011 from $.78 in 2010, and were $.40 in 2009.

Transportation. The Company generates transportation revenue by providing
over the road hauling services for customers primarily in the petroleum
products industry (Tank Lines).  The majority of our petroleum products
customers are major oil companies and convenience store chains, who sell
gasoline or diesel fuel directly to the retail market.

Our customers generally pay for services based on miles driven. We also
bill for other services that may include stop-offs and pump-offs.
Additionally, we generally bill customers a fuel surcharge that relates to
the fluctuations in diesel fuel costs.

Miles hauled and rates per mile are the primary factors impacting
transportation revenue.  Changes in miles or rates will affect revenue.
Operating results are impacted by our ability to recover fuel surcharges
from customers.  In light of the volatility of fuel prices, it may be
difficult for us to recover fuel surcharges from customers at levels that
will allow us to maintain current levels of profitability.  Tank Lines
primarily engages in short-haul out-and-back deliveries and generally is
paid for round trip miles (approximately 100 miles).

Operating safely, efficient equipment utilization, appropriate freight
rates, and driver retention are the most critical factors in maintaining
profitable operations.  Statistics related to these factors are monitored
weekly and monthly.  Operating expenses are generally split evenly between
variable (driver pay, fuel, and maintenance) and fixed costs (overhead,
insurance and depreciation).  As a result, increases in revenue will
generally improve our operating profit ratio.

Mining Royalty Land.  The mining royalty land segment owns and seeks to
acquire land with construction aggregates deposits, a substantial portion
of which is leased to Vulcan Materials Company under long-term mining
royalty agreements, whereby the Company is paid a percentage of the
revenues generated or annual minimums.  The segment also owns mining
related land held for future appreciation or development.  At September 30,
2011, the mining royalty land segment owned the following properties:

Locations currently being mined.  The segment owns a total of 10,423 acres
include Grandin, Keuka and Newberry, Florida, Columbus, Macon and Tyrone,
Georgia and Manassas, Virginia.  Tons sold in 2011 totaled 5,252,000
leaving estimated reserves of 346,348,000 tons.

Locations under royalty agreements but not currently being mined.  The
segment owns a total of 3,575 acres include Ft. Myers, Airgrove/Lake
County, Marion County, and Astatula/Lake County Florida, and Forest Park
Georgia.  These sites have estimated reserves of 73,030,000 tons.  The Ft.
Myers residential property in Lee County, Florida is part of a 1,993 acre
site under a long-term mining lease to Vulcan.  In June, 2010 the Company
entered into a letter agreement with Vulcan Materials Company that required
modifications to the existing mining lease on our property, such that the
mining will be accelerated and the mining plan will be revised to
accommodate future construction of up to 105 residential dwelling units
around the mined lakes. In return the Company agreed to grant Lee County a
right of way for a road and to place a conservation easement on part of the
property.

Investment Properties.  The segment owns 2,207 acres of investment
properties in Gulf Hammock, Brooksville, Palatka, and Polk County, Florida
and Yatesville and Henderson, Georgia.

Brooksville Quarry LLC.  On October 4, 2006, a subsidiary of the Company
(FRP) entered into a Joint Venture Agreement with Vulcan Materials Company
(formerly Florida Rock Industries, Inc.) to form Brooksville Quarry, LLC, a
real estate joint venture to develop approximately 4,300 acres of land near
Brooksville, Florida.  Under the terms of the joint venture, FRP
contributed its fee interest in approximately 3,443 acres formerly leased
to Vulcan under a long-term mining lease which had a net book value of
$2,548,000.  Vulcan is entitled to mine the property until 2018 and pay
royalties for the benefit of FRP for as long as mining does not interfere
with the development of the property.  Real estate revenues included
$240,000 of such royalties in fiscal 2011 and $231,000 in fiscal 2010.
Allocated depletion expense of $7,000 was included in real estate cost of
operations for fiscal 2011.  FRP also contributed $3,018,000 for one-half
of the acquisition costs of a 288-acre contiguous parcel.  Vulcan also
contributed 553 acres that it owned as well as its leasehold interest in
the 3,443 acres that it leased from FRP.  The joint venture is jointly
controlled by Vulcan and FRP, and they each had a mandatory obligation to
fund additional capital contributions of up to $2,265,000.  Capital
contributions of $2,109,000 have been made by each party as of September
30, 2011.  Distributions will be made on a 50-50 basis except for royalties
and depletion specifically allocated to FRP.  Other income for fiscal 2011
includes a loss of $39,000 representing the Company's equity in the loss of
the joint venture.  The property does not yet have the necessary
entitlements for real estate development.  Approval to develop real
property in Florida entails an extensive entitlements process involving
multiple and overlapping regulatory jurisdictions and the outcome is
inherently uncertain.  In August 2010, the Company received final
development approvals from the Hernando County Board of County
Commissioners for the proposed project.  In September 2010, Hernando County
transmitted, as required by state law, the entire approval package to the
State Department of Community Affairs (DCA) for a determination of whether
the approval package is in compliance with state and local laws.  In
October 2010, the DCA issued a finding of "not in compliance" with a list
of suggested remedial actions which could be taken to bring the approval
package into compliance.  In April 2011, the Florida Department of
Community Affairs issued its Final Order approving the development of the
Project.  Prior to commencing development of the Project the property will
need to be rezoned consistent with the approved entitlements.

Discontinued Operation.  In December 2010, a subsidiary of the Company,
Florida Rock Properties, Inc., closed a bargain sale of approximately 1,777
acres of land in Caroline County, Virginia, to the Commonwealth of
Virginia, Board of Game and Inland Fisheries.  The purchase price for the
property was $5,200,000 and expenses of the sale were $259,000.  The
Company also donated $5,599,000 primarily for the value of minerals and
aggregates and recognized a $2,126,000 permanent tax benefit.  The
$2,126,000 permanent tax benefit was recorded to income taxes receivable
for $303,000 and offset to long-term deferred tax liabilities of
$1,823,000.  Actual realization of the $1,823,000 in deferred taxes will
depend on taxable income, income tax rates, and income tax regulations over
the 5 year carry forward period.  The Company's book value of the property
was $276,000.  The Caroline County property has been accounted for as a
discontinued operation and all periods presented have been restated
accordingly.  The Company used all the proceeds in a 1031 exchange to
purchase Hollander 95 Business Park in a foreclosure sale auction through a
qualified intermediary.  Hollander 95 Business Park, in Baltimore City,
Maryland, closed on October 22, 2010 by a 1031 intermediary for a purchase
price totaling $5,750,000.  This property consists of an existing 82,800
square foot warehouse building (46.9% occupied) with an additional 42 acres
of partially developed land with a development capacity of 490,000 square
feet (a mix of warehouse, office, hotel and flex buildings).

Developed Property Rentals.  The developed property rentals segment
acquires, constructs, leases and manages land and commercial buildings in
the Baltimore/Northern Virginia/Washington and Jacksonville, Florida area.

Revenue from land and/or buildings is generated primarily from leasing our
portfolio of flex office/warehouse buildings.  Our flex office/warehouse
product is a functional warehouse with the ability to configure portions as
office space as required by our tenants.  We lease space to tenants who
generally sign multiple year agreements.  Growth is achieved by increasing
occupancy and lease rates in existing buildings and by developing or
acquiring new warehouses.  We attempt to develop or purchase properties in
areas that have high growth potential and are accessible to major
interstates or other distribution lanes.

Operating profit from the leasing of developed buildings has been
unfavorably impacted by three newer buildings brought into service since
September 2008 along with two nearly vacant buildings in Delaware impacted
by automobile plant closings and the residential housing downturn.
Occupancy has increased from 72.0% to 79.8% over last fiscal year end as
the market for new tenants appears to have improved and traffic for vacant
space has increased.  The Company is not presently engaged in the
construction of any new buildings.

The following table shows the total developed square footage and occupancy
rates of our flex office/warehouse and office parks at September 30, 2011:

                                             Total
Development          Location              Sq. feet     % Occupied

Hillside          Anne Arundel Co., MD      567,473        93.0%
Lakeside          Harford Co., MD           893,722        84.0%
Tudsbury          Baltimore Co., MD          86,100       100.0%
Dorsey Run        Howard Co., MD             85,100       100.0%
Rossville         Baltimore Co., MD         190,517       100.0%
Loveton           Baltimore Co., MD          33,708        40.2%
Oregon            Anne Arundel Co., MD      195,615        61.6%
Arundel           Howard Co., MD            162,796        92.7%
Interchange       New Castle Co., DE        303,006        34.7%
Azelea Garden     Norfolk, VA               188,093       100.0%
Windlass Run      Baltimore Co., MD          69,474        12.5%
21st Street       Duval Co., FL              68,757       100.0%
Hollander 95      Baltimore City, MD         82,800        46.9%
                                          2,927,161        79.8%

Average occupancy in fiscal 2011 was 78.6% compared to 73.8% in fiscal 2010
and 84.1% in fiscal 2009.  Excluding buildings in service less than 12
months average occupancy in fiscal 2011 was 79.2% compared to 75.8% in
fiscal 2010 and 91.0% in fiscal 2009.

In addition to the completed buildings, land is available at these parks to
construct additional buildings at Lakeside Business Park (210,230 square
feet), Windlass Run (450,300 square feet), Interchange (93,600 square
feet), and Hollander 95 (490,000 square feet).

As of September 30, 2011, leases at our properties representing
approximately 13%, 12%, 6%, 18% and 3% of the total square footage of
buildings completed prior to September 2011 were scheduled to expire in
fiscal year 2012, 2013, 2014, 2015 and 2016, respectively.  There is
currently vacant space in the portfolio.  Leasing or renewing these spaces
will be critical to future financial results.

Properties held for future development include:

Windlass Run Residential (previously Bird River), located in southeastern
Baltimore County, Maryland, is a 121 acre tract of land adjacent to and
west of our Windlass Run Business Park.  The property was rezoned in
September 2007 to allow for additional density and plans are being pursued
to obtain an appropriate product mix.  In July 2008, the Company entered
into an agreement to sell the property at a purchase price of $25,075,000
and closing was scheduled to occur in the first quarter of calendar 2012.
The purchaser had placed non-refundable deposits of $1,000,000 under this
contract in escrow.  Preliminary approval for the development as originally
contemplated was previously received and the time for any appeals from that
approval has expired.  In October 2011 the purchaser terminated its
agreement to purchase the property and released the $1,000,000 escrow
deposit to the company's subsidiary, FRP Bird River, LLC. along with all
permits, engineering work, plans and other development work product with
regards to the property. The Company intends to continue to complete the
entitlement process for this parcel of land for residential development and
will market it appropriately as the demand for residential property in this
area improves in the future.

Patriot Business Park, located in Prince William County, Virginia, is a 73-
acre tract of land, which is immediately adjacent to the Prince William
Parkway, which provides access to I-66.  The Company plans to develop and
lease approximately 733,650 square feet of warehouse/office buildings on
the property.  Land development efforts commenced in the spring of 2008 but
were placed on hold in April 2009.

The Company owns a 5.8 acre parcel of undeveloped real estate in Washington
D.C. that fronts the Anacostia River and is adjacent to the Washington
Nationals Baseball Park.  The parcel was leased to a subsidiary of Vulcan
Materials Company on a month-to-month basis through August 2011.  In
September 2011 Vulcan commenced a long term lease for a Company owned 2.1
acre tract which is nearby on the same bank of the Anacostia River.  In May
2008, the Company received final approval from the Zoning Commission of the
District of Columbia of its planned unit development application for the
Company's 5.8 acre undeveloped waterfront site on the Anacostia River in
Washington, D.C.  The approved planned unit development permits the Company
to develop a four building, mixed use project, containing approximately
545,800 square feet of office and retail space and approximately 569,600
square feet of additional space for residential and hotel uses.  The
approved development would include numerous publicly accessible open spaces
and a waterfront esplanade along the Anacostia River.  In November 2009,
the Company received a two-year extension for commencement of this project,
moving the construction commencement date to June 2013.  The Company sought
this extension because of negative current market indications.

In July 2011 the Company executed a Letter of Intent with MidAtlantic
Realty Partners, LLC. ("MRP") for the formation of a joint venture to
develop the first phase of the four-phase Master Development known as
RiverFront on the Anacostia in Washington, D.C. adjacent to the Washington
Nationals baseball stadium.  Under the terms of the Letter of Intent the
parties have agreed to seek a modification from the District of Columbia
authorities to the existing approved plan for the Master Development to
change phase I from an office building to residential apartments.  The
Letter of Intent contemplates the parties will enter into a formal joint
venture agreement wherein the Company will contribute the land comprising
phase I to the joint venture in return for a seventy percent (70%) interest
in the venture.  MRP will contribute capital in the amount necessary for
the venture to qualify for a nonrecourse loan for the balance of the
estimated construction costs (this MRP contribution is currently estimated
to be in the approximate amount of $4,500,000).  At this point the Letter
of Intent contemplates commencement of construction in the spring of 2013
with lease up scheduled between September of 2014 and July of 2015.  The
Letter of Intent further contemplates additional incentive promotional
returns to MRP but only after FRP and MRP have received a stipulated
cumulative return on their contributed capital.  The Letter of Intent
contemplates no commitments or obligations between the parties with respect
to Phases II, III and IV of the Master Development Plan.  Negotiations are
ongoing with FRP with regard to the final governing documents for the joint
venture project.

Commonwealth Avenue is a 50-acre site in Jacksonville, Florida near the
western beltway of Interstate-295 capable of supporting approximately
500,000 square feet of warehouse/office build-out.

Leister property in Hampstead, Carroll County, Maryland is a 117 acre
parcel located adjacent to State Route 30 bypass.  The parcel was acquired
for future commercial development and is projected to contain 900,000
square feet of space when complete.  This parcel is currently in a
predevelopment planning stage.

COMPARATIVE RESULTS OF OPERATIONS

Transportation
                                     Fiscal Years ended September 30
(dollars in thousands)             2011     %      2010     %      2009     %

Transportation revenue          $ 80,128   82%    77,478   86%    81,570   89%
Fuel surcharges                   17,673   18%    12,159   14%     9,850   11%

Revenues                          97,801  100%    89,637  100%    91,420  100%

Compensation and benefits         34,811   36%    33,699   37%    35,631   39%
Fuel expenses                     22,405   23%    16,828   19%    14,777   16%
Insurance and losses               7,091    7%     6,432    7%     6,712    7%
Depreciation expense               6,154    6%     5,995    7%     6,502    7%
Other, net                         9,943   10%     9,636   11%     8,684   10%
Sales, general & administrative    7,795    8%     7,331    8%     7,646    8%
Allocated corporate expenses       1,574    2%     1,480    2%     1,617    2%

Cost of operations                89,773   92%    81,401   91%    81,569   89%

Operating profit                $  8,028    8%     8,236    9%     9,851   11%

Revenues 2011 vs 2010 - Transportation revenues were $97,801,000 in 2011,
an increase of $8,164,000 or 9.1% over 2010.  Revenue miles in fiscal 2011
were up 4.6% compared to 2010 due to business growth and a longer average
haul length.  Fuel surcharge revenue increased $5,514,000.  Excluding fuel
surcharges, revenue per mile decreased 1.3% over 2010 due to a longer
average haul length.  The average price paid per gallon of diesel fuel
increased by $.76 or 29.0% over 2010.

Revenues 2010 vs 2009 - The Company announced on January 6, 2010 that the
transportation group had been unsuccessful in renewing contracts with
customers that represented approximately 11.0% of transportation group
revenue in fiscal 2009.  The Company successfully replaced the majority of
the lost business with new business obtained in the remainder of fiscal
2010.  Nevertheless, revenue miles in 2010 were down 3.1% compared to
fiscal 2009 due to the time involved in replacing the lost business along
with lower demand and a more competitive economic climate.  Approximately
3.3% of miles during fiscal 2010 were from services related to the
contracts that were not renewed.  Transportation revenues were $89,637,000
in 2010, a decrease of $1,783,000 or 2.0% over 2009.  Fuel surcharge
revenue increased $2,309,000.  Excluding fuel surcharges, revenue per mile
decreased 2.1% over 2009 due to lower revenue per mile on certain
replacement business partially offset by a shorter average haul length in
the first six months of fiscal 2010.  The average price paid per gallon of
diesel fuel increased by $.36 or 15.8% over 2009.

Expenses 2011 vs 2010 - The Transportation segment's cost of operations was
$89,773,000 in 2011, an increase of $8,372,000 over 2010.  The
Transportation segment's cost of operations in 2011 as a percentage of
revenue was 92% versus 91% in 2010.  Compensation and benefits increased
$1,112,000 or 3.3% in 2011 primarily due to the increase in miles driven.
Fuel surcharge revenue increased $5,514,000 while fuel cost increased by
$5,577,000 leaving a negative impact to operating profit of $63,000.
Insurance and losses increased $659,000 compared to 2010 due to two severe
non-preventable incidents in the last four months of fiscal 2011 partially
offset by lower health benefit claims.  Depreciation expense increased
$159,000 due to more trucks in service.  Other expense increased $307,000
due to higher vehicle repair costs and increased miles driven. Selling
general and administrative costs increased $464,000 or 6.3% compared to
2010 due to increased staffing costs.  Allocated corporate expenses
increased $94,000.

Expenses 2010 vs 2009 - The Transportation segment's cost of operations was
$81,401,000 in 2010, a decrease of $168,000 over 2009.  The Transportation
segment's cost of operations in 2010 as a percentage of revenue was 91%
versus 89% in 2009.  Compensation and benefits decreased $1,932,000 or 5.4%
in 2010 due to the decrease in miles driven, change in the mix of business
and lower driver turnover related pay.  Fuel surcharge revenue increased
$2,309,000 while fuel cost increased by $2,051,000.  Insurance and losses
decreased $280,000 compared to 2009 due to a $314,000 decrease in group
health expense.  Depreciation expense decreased $507,000 due to fewer
trucks in service and existing trailers becoming fully depreciated.  Other
expense increased $952,000 primarily due to lower gains on equipment sales
partially due to reduced market values of used equipment.  Selling general
and administrative costs decreased $315,000 or 4.1% compared to 2009 due to
increased capitalization of labor.  Allocated corporate expenses decreased
$137,000 due to reduced allocation to the Transportation segment as a
result of the sale of SunBelt.


Mining Royalty Land
                                Fiscal Years ended September 30
(dollars in thousands)          2011     %      2010     %      2009     %

Mining royalty land revenue $  4,261  100%     4,510  100%    5,067   100%

Property operating expenses      492   12%       537   12%      713    14%
Depreciation and depletion       111    3%       103    2%      134     2%
Management company indirect      151    3%       174    4%      192     4%
Allocated corporate expense      650   15%       588   13%      551    11%

Cost of operations             1,404   33%     1,402   31%    1,590    31%

Operating profit            $  2,857   67%     3,108   69%    3,477    69%


Revenues 2011 vs 2010 - Mining royalty land segment revenues for fiscal
2011 were $4,261,000, a decrease of $249,000 or 5.5% compared to $4,510,000
in 2010 due to a shift in tons sold in northern Georgia to a quarry with a
lower royalty.

Revenues 2010 vs 2009 - Mining royalty land segment revenues for fiscal
2010 were $4,510,000, a decrease of $557,000 or 11.0% compared to
$5,067,000 in 2009 due to a $594,000 decrease in revenues from timber
sales.

Expenses 2011 vs 2010 - The mining royalty land segment's cost of
operations increased $2,000 to $1,404,000 in 2011, compared to $1,402,000
in 2010.  Property operating expenses decreased $45,000 due to lower
professional fees.  Depreciation and depletion expenses increased $8,000
due to an increase in mined tons.  Management Company indirect expenses
(excluding internal allocations for lease related property management fees)
decreased $23,000.  Allocated corporate expenses increased $62,000.

Expenses 2010 vs 2009 - The mining royalty land segment's cost of
operations decreased $188,000 to $1,402,000 in 2010, compared to $1,590,000
in 2009.  Property operating expenses decreased $176,000 due to lower
maintenance and other costs.  Depreciation and depletion expenses decreased
$31,000 due to reduced tons mined.  Management Company indirect expenses
(excluding internal allocations for lease related property management fees)
decreased $18,000 due to reduced salaries from the staffing level
adjustments completed during fiscal 2009.  Allocated corporate expenses
increased $37,000.


Developed Property Rentals
                                         Fiscal Years ended September 30
(dollars in thousands)                2011  %      2010  %    2009    %

Developed property rentals revenue$ 18,044 100%  17,191 100% 18,066 100%

Property operating expenses          5,578  31%   5,436  32%  5,072  28%
Depreciation and depletion           5,230  29%   5,061  29%  5,081  28%
Management company indirect          1,362   8%   1,568   9%  1,731  10%
Allocated corporate expense            975   5%     883   5%    826   4%

Cost of operations                  13,145  73%  12,948  75% 12,710  70%

Operating profit                  $  4,899  27%   4,243  25%  5,356  30%

Revenues 2011 vs 2010 - Developed property rentals segment revenues increased
$853,000 or 5.0% in 2011 to $18,044,000 due to higher occupancy partly offset
by reduced tenant reimbursements for snow removal.

Revenues 2010 vs 2009 - Developed property rentals segment revenues decreased
$875,000 or 4.8% in 2010 to $17,191,000 due to reduced occupancy partly
offset by a $376,000 increase in tenant reimbursements for snow removal.

Expenses 2011 vs 2010 - Developed property segment's cost of operations
increased to $13,145,000 in 2011, compared to $12,948,000 in 2010.  Property
operating expenses increased $142,000 due to higher maintenance costs,
utilities, professional fees and property taxes partially offset by a
$505,000 reduction in snow removal costs.  Depreciation and amortization
increased $169,000 due to the purchase of a building.  Management Company
indirect expenses (excluding internal allocations for lease related property
management fees) decreased $206,000 due to reduced salaries.  Allocated
corporate expenses increased $92,000.

Expenses 2010 vs 2009 - Developed property segment's cost of operations
increased to $12,948,000 in 2010, compared to $12,710,000 in 2009.  Property
operating expenses increased $364,000 due to higher property taxes and
increased snow removal expenses.  Depreciation and amortization decreased
$20,000 due to lower commission amortization.  Management Company indirect
expenses (excluding internal allocations for lease related property
management fees) decreased $163,000 due to reduced salaries from the staffing
level adjustments completed during fiscal 2009.  Allocated corporate expenses
increased $57,000 due to increase allocation to the real estate segment
resulting from the sale of SunBelt.


Consolidated Results

Operating Profit - Consolidated operating profit was $14,369,000 in fiscal
2011 compared to $14,503,000, a decrease of .9%.  Operating profit in the
transportation segment decreased $208,000 or 2.5% due to two severe non-
preventable incidents in the last four months of fiscal 2011 partially offset
by lower health benefit claims and higher miles driven.  Operating profit in
the mining royalty land segment decreased $251,000 or 8.1% due to reduced
mining royalties.  Operating profit in the Developed property rentals segment
increased $656,000 or 15.5% due to higher occupancy of developed properties
offset by higher unbillable maintenance costs, professional fees and
depreciation.  Consolidated operating profit includes corporate expenses not
allocated to any segment in the amount of $1,415,000 in fiscal 2011, an
increase of $331,000 compared to the same period last year due to
depreciation and an adjustment to the fair value of the corporate aircraft of
$411,000 partially offset by lower stock compensation.  Consolidated
operating profit was $14,503,000 in 2010 compared to $16,128,000 in 2009 a
decrease of 10.1%.

Interest income and other - Interest income and other in fiscal 2011
decreased $143,000 due to the prepayment of the note receivable from the sale
of SunBelt Transport, Inc.  Fiscal 2010 was $356,000 higher than 2009 due to
the note receivable from the sale of SunBelt Transport, Inc. in August 2009.

Interest expense - Interest expense for fiscal 2011 decreased $582,000 over
2010 due to declining mortgage interest expense and higher capitalized
interest.

Income taxes - Income tax expense for 2011 increased $335,000 over 2010 due
to higher earnings and the balance due to smaller amounts of tax credits
funded by legislative action related to fiscal 2008 and 2009 expenditures and
a smaller reduction in uncertain tax positions related to the expiration of
statutes of limitation than the same items in the prior year.  Income tax
expense for 2010 decreased $859,000 over 2009 due to decreased earnings, a
tax credit of $116,000 funded by legislative action related to fiscal 2008
expenditures, lower non-deductible expenses and lower than estimated state
income taxes.

Income from continuing operations - Income from continuing operations was
$6,989,000 or $.74 per diluted share in 2011, a decrease of .9% compared to
$7,056,000 or $.75 per diluted share in 2010.  Income from continuing
operations was $7,056,000 or $.75 per diluted share in 2010, a decrease of
10.8% compared to $7,908,000 or $0.85 per diluted share in 2009.

Discontinued operations - The after tax income from discontinued operations
was $5,222,000 or $.55 per diluted share in fiscal 2011 which included a book
gain on the exchange of property of $4,999,000 after tax or $.53 per diluted
share.  The after tax income from discontinued operations was $315,000 or
$.03 per diluted share in fiscal 2010 as a result of favorable insurance
reserve adjustments compared to a loss of $4,155,000 or $.45 per diluted
share in fiscal 2009.  Fiscal 2009 includes a loss on the sale of SunBelt's
trucking operation of $2,316,000 after tax or $.25 per diluted share.

Net income - Net income was $12,211,000 or $1.29 per diluted share in fiscal
2011, an increase of 65.7% compared to $7,371,000 or $.78 per diluted share
in fiscal 2010.  Income from discontinued operations favorably impacted net
income due to an after tax gain of $4,999,000 from the exchange of property
included in fiscal 2011.  Transportation segment results were lower due to
two severe non-preventable incidents in the last four months of fiscal 2011
partially offset by lower health benefit claims and higher miles driven.
Mining royalty land segment's results were lower due to reduced mining
royalties.  Developed property rentals segment's results were higher due to
higher developed property occupancy offset by higher unbillable maintenance
costs, professional fees and depreciation.  Diluted earnings per share
increased to $1.29 in fiscal 2011 from $.78 in 2010, and were $.40 in 2009.


LIQUIDITY AND CAPITAL RESOURCES

For fiscal 2011, the Company used cash provided by operating activities of
continuing operations of $21,243,000, proceeds received on notes of
$5,620,000,  proceeds from the sale of plant, property and equipment of
$763,000, proceeds from the exercise of employee stock options of $538,000,
excess tax benefits  from the exercise of stock options of $322,000 and cash
balances to purchase $6,743,000 in transportation equipment, to purchase
Hollander 95 Business Park for $1,222,000 (net of 1031 exchange of
$4,941,000), to expend $9,907,000 in real estate development, to invest
$114,000 in the Brooksville Joint Venture, to make $4,588,000 scheduled
principal payments on long-term debt and to repurchase Company stock for
$1,395,000.  Cash used in operating activities of discontinued operations was
$642,000.  Cash increased $3,875,000.

Cash flows from operating activities for fiscal 2011 were $7,252,000 higher
than the same period last year primarily due to large income tax payments
last year related to the sale of SunBelt and lower insurance payments.

Cash flows used in investing activities for fiscal 2011 were $2,423,000
higher than the same period last year primarily reflecting the purchase and
development of Hollander 95 Business Park (net of 1031 exchange of
$4,941,000) and increased tenant improvement construction offset by proceeds
on notes receivable related to the sale of SunBelt.

Cash flows from financing activities for fiscal 2011 were $2,302,000 higher
than fiscal 2010 due to repurchases of Company stock for $1,395,000, lower
stock options exercised and an increase in mortgage principal payments.

For fiscal 2010, the Company used cash provided by operating activities of
continuing operations of $14,390,000, proceeds received on notes of
$1,185,000,  proceeds from the sale of plant, property and equipment of
$833,000, proceeds from the exercise of employee stock options of $732,000,
and excess tax benefits from the exercise of stock options of $740,000 to
purchase $6,568,000 in transportation equipment, to expend $4,135,000 in real
estate development, to invest $495,000 in the Brooksville Joint Venture and
to make $4,293,000 scheduled principal payments on long-term debt.  Cash used
in operating activities of discontinued operations was $1,041,000.  Cash
increased $1,348,000.  Cash flows from operating activities for fiscal 2010
were $11,624,000 lower than the same period in 2009 primarily due to lower
revenues, payment of retained SunBelt liabilities, higher income tax payments
related to the sale of SunBelt, overpayment of income taxes, and deposit on
real estate.  Also, the same period in 2009 included an unusually large
decrease in accounts receivable both in continuing operations and
discontinued operations resulting from lower fuel surcharge revenues.  Cash
flows used in investing activities for fiscal 2010 were $4,200,000 lower than
fiscal 2009 due to decreased real estate development.  Cash flows from
financing activities for fiscal 2010 were $747,000 lower than fiscal 2009 due
to increased stock options exercised by employees offset by an increase of
$274,000 in mortgage principal payments.

In August 2009 the Company sold its flatbed trucking company, SunBelt
Transport, Inc. ("SunBelt").  The purchase price received for the tractors
and trailers and inventories was a $1 million cash payment and the delivery
of a Promissory Note requiring 60 monthly payments of $130,000 each including
7% interest, secured by the assets of the business conveyed.  Proceeds from
the sale of equipment of $923,000 and extra payments of $2,249,000 were
partial prepayments to the note in fiscal 2011.  This note was paid in full
as of September 30, 2011.  The Company retained all pre-closing receivables
and liabilities.  SunBelt has been accounted for as discontinued operations.
 All periods presented have been restated accordingly.

In December 2010, a subsidiary of the Company, Florida Rock Properties, Inc.,
closed a bargain sale of approximately 1,777 acres of land in Caroline
County, Virginia, to the Commonwealth of Virginia, Board of Game and Inland
Fisheries.  The purchase price for the property was $5,200,000 and expenses
of the sale were $259,000.  The Company also donated $5,599,000 primarily for
the value of minerals and aggregates and recognized a $2,126,000 permanent
tax benefit.  The $2,126,000 permanent tax benefit was recorded to income
taxes receivable for $303,000 and offset to long-term deferred tax
liabilities of $1,823,000.  Actual realization of the $1,823,000 in deferred
taxes will depend on taxable income, income tax rates, and income tax
regulations over the 5 year carry forward period.  The Company's book value
of the property was $276,000.  The Caroline County property has been
accounted for as a discontinued operation and all periods presented have been
restated accordingly.  The Company used all the proceeds in a 1031 exchange
to purchase Hollander 95 Business Park in a foreclosure sale auction through
a qualified intermediary.  Hollander 95 Business Park, in Baltimore City,
Maryland, closed on October 22, 2010 by a 1031 intermediary for a purchase
price totaling $5,750,000.  This property consists of an existing 82,800
square foot warehouse building (46.9% occupied) with an additional 42 acres
of partially developed land with a development capacity of 490,000 square
feet (a mix of warehouse, office, hotel and flex buildings).

The Company has a $37,000,000 uncollaterized Revolving Credit Agreement which
was renewed on October 1, 2008 to extend the term until December 31, 2013 and
to amend the loan covenants.  The Revolver contains limitations including
limitations on paying cash dividends.  As of September 30, 2011 letters of
credit in the amount of $12,112,000 were issued under the Revolver.  As of
September 30, 2011, $24,888,000 of the line was available for borrowing and
$51,439,000 of consolidated retained earnings was available for the payment
of dividends.  The Company was in compliance with all covenants as of
September 30, 2011.

The Company had $12,112,000 of irrevocable letters of credit outstanding at
September 30, 2011.  Most of the letters of credit are irrevocable for a
period of one year and are automatically extended for additional one-year
periods until notice of non-renewal is received by the issuing bank not less
than thirty days before the expiration date.  These were issued for insurance
retentions and to guarantee certain obligations to state agencies related to
real estate development.  The Company issued replacement letters of credit
through the Revolver to reduce fees.

The Board of Directors has authorized management to repurchase shares of the
Company's common stock from time to time as opportunities may arise. During
fiscal 2011 the Company repurchased 54,600 shares for $1,395,000.  No shares
were repurchased during fiscal 2010.  At September 30, 2011 the Company had
$4,230,000 authorized for future repurchases of common stock.

The Company has committed to make an additional capital contribution of up to
$156,000 to Brooksville Quarry, LLC in connection with a joint venture with
Vulcan (see Transactions with Vulcan Materials Company).

The Company currently expects its fiscal 2012 capital expenditures to be
approximately $20,979,000 ($11,861,000 for real estate development expansion,
$9,118,000 for transportation segment expansion and replacement equipment).
Depreciation and depletion expense is expected to be approximately
$11,948,000.

The Company expects that cash flows from operating activities, secured
financing on existing and planned real estate projects, cash on hand and the
funds available under its revolving credit agreement will be adequate to
finance these capital expenditures and its working capital needs for the next
12 months and the foreseeable future.


OFF-BALANCE SHEET ARRANGEMENTS

Except for the letters of credit described above under "Liquidity and Capital
Resources," the Company does not have any off balance sheet arrangements that
either have, or are reasonably likely to have, a current or future material
effect on its financial condition.


CRITICAL ACCOUNTING POLICIES

Management of the Company considers the following accounting policies
critical to the reported operations of the Company:

Accounts Receivable and Unrealized Rents Valuation. The Company is subject to
customer credit risk that could affect the collection of outstanding accounts
receivable and unrealized rents, that is rents recorded on a straight-lined
basis.  To mitigate these risks, the Company performs credit reviews on all
new customers and periodic credit reviews on existing customers.  A detailed
analysis of late and slow pay customers is prepared monthly and reviewed by
senior management.  The overall collectibility of outstanding receivables and
straight-lined rents is evaluated and allowances are recorded as appropriate.
 Significant changes in customer credit could require increased allowances
and affect cash flows.

Property and Equipment and Intangible Assets. Property and equipment is
recorded at cost less accumulated depreciation and depletion.  Provision for
depreciation of property, plant and equipment is computed using the straight-
line method based on the following estimated useful lives:

                                         Years
Buildings and improvements                7-39
Revenue equipment                         7-10
Other equipment                           3-10

Depletion of sand and stone deposits is computed on the basis of units of
production in relation to estimated reserves.

The Company periodically reviews property and equipment and intangible assets
for potential impairment whenever events or circumstances indicate the
carrying amount of a long-lived asset may not be recoverable.  The review of
real estate group assets consists of comparing cap rates on recent cash flows
and market value estimates to the carrying values of each asset group.  If
this review indicates the carrying value might exceed fair value then an
estimate of future cash flows for the remaining useful life of each property
is prepared considering anticipated vacancy, lease rates, and any future
capital expenditures.  The Company's estimated holding period for developed
buildings with current vacancies is long enough that the undiscounted cash
flows exceed the carrying value of the properties and thus no impairment loss
is recorded.  The review of the transportation group assets consists of a
review of future anticipated results considering business prospects and asset
utilization.  If the sum of these future cash flows (undiscounted and without
interest charges) is less than the carrying amount of the assets, the Company
would record an impairment loss based on the fair value of the assets with
the fair value of the assets generally based upon an estimate of the
discounted future cash flows expected with regards to the assets and their
eventual disposition as the measure of fair value.  The Company performs an
annual impairment test on goodwill.  Changes in estimates or assumptions
could have an impact on the Company's financials.

All direct and indirect costs, including interest and real estate taxes,
associated with the development, construction, leasing or expansion of real
estate investments are capitalized as a development cost of the property.
Included in indirect costs is an estimate of internal costs associated with
development and rental of real estate investments. Changes in estimates or
assumptions could have an impact on the Company's financials.

Risk Insurance. The nature of the Transportation business subjects the
Company to risks arising from workers' compensation, automobile liability,
and general liability claims.  The Company retains the exposure on certain
claims of $250,000 to $500,000 and has third party coverage for amounts
exceeding the retention up to the amount of the policy limits.  The Company
expenses during the year an estimate of risk insurance losses.
Periodically, an analysis is performed, using historical and projected
data, to determine exposure for claims incurred and reported but not yet
settled and for claims incurred but not reported.  On at least an annual
basis the Company obtains an independent actuarial analysis to assist in
estimating the losses expected on such claims. The Company attempts to
mitigate losses from insurance claims by maintaining safe operations and
providing mandatory safety training.  Significant changes in assumptions or
claims history could have a material impact on our operations.  The
liability at any point in time depends upon the relative ages and amounts
of the individual open claims.  There is a reasonable possibility that the
Company's estimate of this liability for the transportation group or
discontinued operations may be understated or overstated but the possible
range can not be estimated.

Income Taxes. The Company accounts for income taxes under the asset-and-
liability method.  Deferred tax assets and liabilities represent items that
will result in taxable income or a tax deduction in future years for which
the related tax expense or benefit has already been recorded in our
statement of earnings.  Deferred tax accounts arise as a result of timing
differences between when items are recognized in the Consolidated Financial
Statements compared with when they are recognized in the tax returns.  The
Company assesses the likelihood that deferred tax assets will be recovered
from future taxable income. To the extent recovery is not probable, a
valuation allowance is established and included as an expense as part of
our income tax provision. No valuation allowance was recorded at September
30, 2011, as all deferred tax assets are considered more likely than not to
be realized.  Significant judgment is required in determining and assessing
the impact of complex tax laws and certain tax-related contingencies on the
provision for income taxes.  As part of the calculation of the provision
for income taxes, we assess whether the benefits of our tax positions are
at least more likely than not of being sustained upon audit based on the
technical merits of the tax position.  For tax positions that are more
likely than not of being sustained upon audit, we accrue the largest amount
of the benefit that is more likely than not of being sustained in our
consolidated financial statements.  Such accruals require estimates and
judgments, whereby actual results could vary materially from these
estimates.  Further, a number of years may elapse before a particular
matter, for which an established accrual was made, is audited and resolved.

CONTRACTUAL OBLIGATIONS

The following table summarizes our contractual obligations as of September
30, 2011:
                                   Payments due by period
                                     Less than     1-3       3-5   More than
                                Total   1 year     years     years   5 years

Mortgages Including Interest $ 95,260    8,997    17,707    16,652    51,904
Operating Leases                  795      389       406         -         -
Purchase Commitments            6,826    6,808         9         9         -
Other Long-Term Liabilities       648      129       131        44       344

       Total obligations     $103,529   16,323    18,253    16,705    52,248


As of September 30, 2011 the Company was committed to make an additional
capital contribution of up to $156,000 to Brooksville Quarry, LLC in
connection with a joint venture with Vulcan (see Transactions with Vulcan
Materials Company) which is not included in the table above.


INFLATION

Historically, the Company has been able to recover inflationary cost
increases in the transportation group through increased freight rates and
fuel surcharges.  It is expected that over time, justifiable and necessary
rate increases will be obtained.  Substantially all of the Company's
royalty agreements are based on a percentage of the sales price of the
related mined items.  Minimum royalties and substantially all lease
agreements provide escalation provisions.



FORWARD LOOKING STATEMENTS

Certain matters discussed in this report contain forward-looking statements
that are subject to risks and uncertainties that could cause actual results
to differ materially from those indicated by such forward-looking
statements.

These forward-looking statements relate to, among other things, capital
expenditures, liquidity, capital resources and competition and may be
indicated by words or phrases such as "anticipate", "estimate", "plans",
"projects", "continuing", "ongoing", "expects", "management believes", "the
Company believes", "the Company intends" and similar words or phrases.  The
following factors and others discussed in the Company's periodic reports
and filings with the Securities and Exchange Commission are among the
principal factors that could cause actual results to differ materially from
the forward-looking statements: freight demand for petroleum products
including recessionary and terrorist impacts on travel in the Company's
markets; levels of construction activity in the markets served by our
mining properties; fuel costs and the Company's ability to recover fuel
surcharges; accident severity and frequency; risk insurance markets; driver
availability and cost; the impact of future regulations regarding the
transportation industry; availability and terms of financing; competition;
interest rates, inflation and general economic conditions; demand for
flexible warehouse/office facilities in the Baltimore-Washington-Northern
Virginia area; and ability to obtain zoning and entitlements necessary for
property development.  However, this list is not a complete statement of
all potential risks or uncertainties.

These forward-looking statements are made as of the date hereof based on
management's current expectations, and the Company does not undertake an
obligation to update such statements, whether as a result of new
information, future events or otherwise.  Additional information regarding
these and other risk factors may be found in the Company's Annual Report on
Form 10-K and other filings made from time to time with the Securities and
Exchange Commission.


CONSOLIDATED STATEMENTS OF INCOME - Years ended September 30
(In thousands, except per share amounts)

                                           2011       2010       2009
Revenues:
  Transportation                        $ 97,801     89,637     91,420
  Mining royalty land                      4,261      4,510      5,067
  Developed property rentals              18,044     17,191     18,066
Total revenues                           120,106    111,338    114,553

Cost of operations:
  Transportation                          89,773     81,401     81,569
  Mining royalty land                      1,404      1,402      1,590
  Developed property rentals              13,145     12,948     12,710
  Unallocated corporate                    1,415      1,084      2,556
Total cost of operations                 105,737     96,835     98,425

Operating profit:
  Transportation                           8,028      8,236      9,851
  Mining royalty land                      2,857      3,108      3,477
  Developed property rentals               4,899      4,243      5,356
  Unallocated corporate                   (1,415)    (1,084)    (2,556)
Total operating profit                    14,369     14,503     16,128

Interest income and other                    303        446         90
Equity in loss of joint venture              (39)        (2)        (6)
Interest expense                          (3,346)    (3,928)    (3,482)

Income before income taxes                11,287     11,019     12,730
Provision for income taxes                 4,298      3,963      4,822
Income from continuing operations          6,989      7,056      7,908

Income (loss) from
 discontinued operations, net              5,222        315     (4,155)
Net income                              $ 12,211      7,371      3,753

Earnings per common share:
 Income from continuing operations-
  Basic                                 $    .75        .77        .87
  Diluted                               $    .74        .75        .85
 Discontinued operations-
  Basic                                 $    .57        .03       (.46)
  Diluted                               $    .55        .03       (.45)
 Net Income-
  Basic                                 $   1.32        .80        .41
  Diluted                               $   1.29        .78        .40

Number of weighted average shares (in thousands) used in computing:
     - basic earnings per common share     9,284      9,182      9,125
     - diluted earnings per common share   9,451      9,424      9,352

See accompanying notes.



CONSOLIDATED BALANCE SHEETS - As of September 30
(In thousands, except share data)
                                                            2011        2010
Assets
Current assets:
  Cash and cash equivalents                              $ 21,026     17,151
  Accounts receivable (net of allowance for doubtful
   accounts of $111 and $83, respectively)                  6,702      5,940
  Federal and state income taxes receivable                    93        930
  Notes receivable                                              -      1,238
  Inventory of parts and supplies                           1,121        665
  Deferred income taxes                                       201          -
  Prepaid tires on equipment                                1,381      1,246
  Prepaid taxes and licenses                                1,860      1,813
  Prepaid insurance                                         2,111      2,185
  Prepaid expenses, other                                      85         62
  Assets of discontinued operations                           114        542
          Total current assets                             34,694     31,772
Property and equipment, at cost:
  Land                                                    100,922     93,707
  Buildings                                               134,475    127,617
  Equipment                                                75,731     72,062
  Construction in progress                                  2,802      1,366
                                                          313,930    294,752
Less accumulated depreciation and depletion               104,942     96,636
                                                          208,988    198,116
Real estate held for investment, at cost                    6,848      7,124
Investment in joint venture                                 7,412      7,344
Goodwill                                                    1,087      1,087
Notes receivable                                                -      4,382
Unrealized rents                                            3,604      3,357
Other assets                                                3,757      4,530
Total assets                                             $266,390    257,712

Liabilities and Shareholders' Equity
Current liabilities:
  Accounts payable                                       $  3,948      3,384
  Deferred income taxes                                         -        174
  Accrued payroll and benefits                              4,992      5,255
  Accrued insurance                                         3,303      2,373
  Accrued liabilities, other                                1,053        994
  Long-term debt due within one year                        4,902      4,588
  Liabilities of discontinued operations                       34      1,327
           Total current liabilities                       18,232     18,095
Long-term debt, less current portion                       62,370     67,272
Deferred income taxes                                      16,919     16,084
Accrued insurance                                           2,548      2,483
Other liabilities                                           1,874      1,722
Commitments and contingencies (Notes 12 and 13)
Shareholders' equity:
  Preferred stock, no par value;
      5,000,000 shares authorized; none issued                  -          -
  Common stock, $.10 par value;
     25,000,000 shares authorized; 9,288,023 and 9,278,088
     shares issued and outstanding, respectively              929        928
  Capital in excess of par value                           38,845     37,511
  Retained earnings                                       124,642    113,597
  Accumulated other comprehensive income, net                  31         20
        Total shareholders' equity                        164,447    152,056
  Total liabilities and shareholders' equity             $266,390    257,712
See accompanying notes.


	CONSOLIDATED STATEMENTS OF CASH FLOWS - Years ended September 30
(In thousands)

Cash flows from operating activities:                 2011     2010     2009

  Net income                                      $ 12,211   7,371    3,753
  Adjustments to reconcile net income to
   net cash provided by operating activities:
  Depreciation, depletion and amortization          12,210   11,507   13,432
  Deferred income taxes                                491      683      235
  Equity in loss of joint venture                       39        2        6
  (Gain) on sale of equipment and real estate         (363)    (325)  (1,020)
  (Income) loss from discontinued operations, net   (5,222)    (315)   4,155
  Stock-based compensation                             704      804      868
  Net changes in operating assets and liabilities:
   Accounts receivable                                (762)    (654)   4,548
   Inventory of parts and supplies                    (456)     (49)     197
   Prepaid expenses and other current assets          (131)      91      733
   Other assets                                       (125)  (1,052)    (155)
   Accounts payable and accrued liabilities          1,290      (53)  (4,612)
   Income taxes payable and receivable               1,140   (3,285)   2,355
   Long-term insurance liabilities and other
    long-term liabilities                              217     (335)    (154)
  Net cash provided by operating activities of
    continuing operations                           21,243   14,390   24,341
  Net cash (used in) provided by operating
    activities of discontinued operations             (642)  (1,041)     632
  Net cash provided by operating activities         20,601   13,349   24,973

Cash flows from investing activities:
  Purchase of transportation group property
   and equipment                                    (6,743)  (6,568)  (3,298)
  Investments in developed property rentals segment(11,129)  (4,076) (10,812)
  Investments in mining royalty land segment             -      (59)     (14)
  Investment in joint venture                         (114)    (495)    (475)
  Proceeds from the sale of property, plant
   and equipment                                       763      833    1,181
  Proceeds received from Notes Receivable            5,620    1,185        -
  Net cash used in investing activities of
    continuing operations                          (11,603)  (9,180) (13,418)
  Net cash provided by investing activities
    of discontinued operations                           -        -       38
  Net cash used in investing activities            (11,603)  (9,180) (13,380)

Cash flows from financing activities:
  Repayment of long-term debt                       (4,588)  (4,293)  (4,019)
  Repurchase of Company stock                       (1,395)       -        -
  Excess tax benefits from exercises of stock
   options and vesting of restricted stock             322      740       80
  Exercise of employee stock options                   538      732      371
  Net cash (used in) financing activities
   of continuing operations                         (5,123)  (2,821)  (3,568)


Net increase in cash and cash equivalents            3,875    1,348    8,025
Cash and cash equivalents at beginning of year      17,151   15,803    7,778

Cash and cash equivalents at end of year          $ 21,026   17,151   15,803


Supplemental disclosures of cash flow information:
  Cash paid during the year for:
     Interest, net of capitalized amounts         $  3,346    3,928    3,482
     Income taxes                                 $  2,411    6,043    4,077

The Company recorded a non-cash transaction from an exchange of real estate
of $4,941 in December 2010 along with a related deferred tax liability of
$1,792 and a $2,126 permanent tax benefit on the value of donated minerals
and aggregates which was recorded as a $303 receivable and $1,823 deferred tax.
The Company recorded a non-cash transaction for notes receivable from the sale
of its flatbed trucking company, Sunbelt Transport, Inc. for $6,890 in August
2009.

See accompanying notes.


<TABLE>
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY - Years ended September 30
(In thousands, except share amounts)
<CAPTION>
                                                                  Accumu-
                                                                  lated
                                                                  Other
                                                                  Compre-    Total
                                             Capital in           hensive    Share
                                Common Stock  Excess of  Retained Income,net Holders
                                Shares Amount Par Value  Earnings of tax     Equity
<S>                           <C>        <C>    <C>      <C>       <C>     <C>
Balance at October 1, 2008    9,117,258  $912   $33,932  $102,473    $38   $137,355

  Exercise of stock options      31,650     3       368                         371
  Excess tax benefits from
   exercises of stock options
   and vesting of restricted stock                   80                          80
  Stock option compensation                         381                         381
  Restricted stock expense                          193                         193
  Shares granted to Directors    12,000     1       293                         294
  Restricted stock forfeitures   (1,800)
  Net income                                                3,753             3,753
  Minimum pension liability,
    net of $5 tax                                                       9         9
  Net actuarial loss retiree
    health net of $17 tax                                             (28)      (28)

Balance at September 30, 2009 9,159,108  $916   $35,247  $106,226     $19  $142,408

  Exercise of stock options     107,100    11       721                         732
  Excess tax benefits from
   exercises of stock options
   and vesting of restricted stock                  740                         740
  Stock option compensation                         402                         402
  Restricted stock expense                           48                          48
  Shares granted to Directors    12,000     1       353                         354
  Restricted stock forfeitures     (120)
  Net income                                                7,371             7,371
  Minimum pension liability,
    net of $4 tax                                                       7         7
  Net actuarial loss retiree
    health net of $4 tax                                               (6)       (6)

Balance at September 30, 2010 9,278,088  $928   $37,511  $113,597     $20  $152,056

  Exercise of stock options      54,035     6       532                         538
  Excess tax benefits from
   exercises of stock options
   and vesting of restricted stock                  322                         322
  Stock option compensation                         370                         370
  Shares granted to Directors    10,500     1       333                         334
  Share purchased and canceled  (54,600)   (6)     (223)   (1,166)           (1,395)
  Net income                                               12,211            12,211
  Minimum pension liability,
    net of $5 tax                                                       8         8
  Net actuarial gain retiree
    health net of $2 tax                                                3         3

Balance at September 30, 2011 9,288,023  $929   $38,845  $124,642     $31  $164,447
</TABLE>

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - Years ended September 30
(In thousands)                              2011       2010       2009
Net income                              $ 12,211      7,371      3,753
Other comp. income (loss)net of tax:
 Actuarial gain retiree health                 3         (6)       (28)
 Minimum pension liability                     8          7          9
Comprehensive income                    $ 12,222      7,372      3,734
See accompanying notes.


NOTES TO CONSOLDIATED FINANCIAL STATEMENTS

1.	Accounting Policies.

ORGANIZATION - Patriot Transportation Holding, Inc. (Company) is engaged in
the transportation and real estate businesses.  The Company's transportation
business is conducted through its subsidiary, Florida Rock & Tank Lines, Inc.
(Tank Lines).  Tank Lines is a Southeastern transportation company
concentrating in the hauling by motor carrier of primarily petroleum related
bulk liquids and dry bulk commodities.  The Company's real estate group,
through subsidiaries, acquires, constructs, leases, operates and manages land
and buildings to generate both current cash flows and long-term capital
appreciation.  The real estate group also owns real estate that is leased
under mining royalty agreements or held for investment.

RECLASSIFICATIONS - In connection with the presentation adopted in March, 2010
of our real estate operations as two reportable segments, two properties in
Washington, D.C. and two properties in Duval County, Florida were reclassified
out of the Royalties and rent division and the division was renamed the Mining
royalty land segment.  Historical results have been reclassified to conform to
the new segment presentation.  Certain reclassifications due to discontinued
operations (see note 15) have been made to the 2009 financials to conform to
the presentation adopted in 2010.

CONSOLIDATION - The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries.  Investment in the 50% owned
Brooksville joint venture is accounted for under the equity method.  All
significant intercompany transactions have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS - The Company considers all highly liquid debt
instruments with maturities of three months or less at time of purchase to be
cash equivalents.

INVENTORY - Inventory of parts and supplies is valued at the lower of cost
(first-in, first-out) or market.

TIRES ON EQUIPMENT - The value of tires on tractors and trailers is accounted
for as a prepaid expense and amortized over the life of the tires as a
function of miles driven.

REVENUE AND EXPENSE RECOGNITION - Transportation revenue, including fuel
surcharges, is recognized when the services have been rendered to customers or
delivery has occurred, the pricing is fixed or determinable and collectibility
is reasonably assured.  Transportation expenses are recognized as incurred.

Real estate rental revenue and mining royalties are generally recognized when
earned under the leases.  Rental income from leases with scheduled increases
or other incentives during their term is recognized on a straight-line basis
over the term of the lease.  Reimbursements of expenses, when provided in the
lease, are recognized in the period that the expenses are incurred.

Sales of real estate are recognized when the collection of the sales price is
reasonably assured and when the Company has fulfilled substantially all of its
obligations, which are typically as of the closing date.

Accounts receivable are recorded net of discounts and provisions for estimated
allowances.  We estimate allowances on an ongoing basis by considering
historical and current trends.  We record estimated bad debts expense as a
selling, general and administrative expense.  We estimate the net
collectability of our accounts receivable and establish an allowance for
doubtful accounts based upon this assessment.  Specifically, we analyze the
aging of accounts receivable balances, historical bad debts, customer
concentrations, customer credit-worthiness, current economic trends and
changes in customer payment terms.

PROPERTY AND EQUIPMENT - Property and equipment is recorded at cost less
accumulated depreciation and depletion.  Provision for depreciation of
property, plant and equipment is computed using the straight-line method based
on the following estimated useful lives:
                                         Years
Buildings and improvements                7-39
Revenue equipment                         7-10
Other equipment                           3-10

Depletion of sand and stone deposits is computed on the basis of units of
production in relation to estimated reserves.  Reserve estimates are
periodically adjusted based upon surveys.

The Company recorded depreciation and depletion expenses for 2011, 2010 and
2009 of $11,548,000, $10,908,000, and $12,764,000, respectively.

The Company periodically reviews property and equipment and intangible assets
for potential impairment whenever events or circumstances indicate the
carrying amount of a long-lived asset may not be recoverable.  The review of
real estate group assets consists of comparing cap rates on recent cash flows
and market value estimates to the carrying values of each asset group.  If
this review indicates the carrying value might exceed fair value then an
estimate of future cash flows for the remaining useful life of each property
is prepared considering anticipated vacancy, lease rates, and any future
capital expenditures.  The review of the transportation group assets consists
of a review of future anticipated results considering business prospects and
asset utilization.  If the sum of these future cash flows (undiscounted and
without interest charges) is less than the carrying amount of the assets, the
Company would record an impairment loss based on the fair value of the assets
with the fair value of the assets generally based upon an estimate of the
discounted future cash flows expected with regards to the assets and their
eventual disposition.  The Company performs an annual impairment test on
goodwill.  Changes in estimates or assumptions could have an impact on the
Company's financials.

All direct and indirect costs, including interest and real estate taxes,
associated with the development, construction, leasing or expansion of real
estate investments are capitalized as a cost of the property.  Included in
indirect costs is an allocation of internal costs associated with development
of real estate investments.  The cost of routine repairs and maintenance to
property and equipment is expensed as incurred.

INVESTMENTS - The Company uses the equity method to account for its investment
in Brooksville, in which it has a voting interest of 50% and has significant
influence but does not have control.  Under the equity method, the investment
is originally recorded at cost and adjusted to recognize the Company's share
of net earnings or losses of the investee, limited to the extent of the
Company's investment in and advances to the investee and financial guarantees
on behalf of the investee that create additional basis.   The Company
regularly monitors and evaluates the realizable value of its investments.
When assessing an investment for an other-than-temporary decline in value, the
Company considers such factors as, the performance of the investee in relation
to its own operating targets and its business plan, the investee's revenue and
cost trends, as well as liquidity and cash position, and the outlook for the
overall industry in which the investee operates.  From time to time, the
Company may consider third party evaluations or valuation reports. If events
and circumstances indicate that a decline in the value of these assets has
occurred and is other-than-temporary, the Company records a charge to
investment income (expense).

INSURANCE - The Company has a $250,000 to $500,000 self-insured retention per
occurrence in connection with certain of its workers' compensation, automobile
liability, and general liability insurance programs ("risk insurance").  The
Company is also self-insured for its employee health insurance benefits and
carries stop loss coverage for losses over $250,000 per covered participant
per year plus a $48,000 aggregate.  The Company has established an accrued
liability for the estimated cost in connection with its portion of its risk
and health insurance losses incurred and reported.  Claims paid by the Company
are charged against the liability.  Additionally, the Company maintains an
accrued liability for incurred but not reported claims based on historical
analysis of such claims.  The method of calculating the accrual liability is
subject to inherent uncertainty.  If actual results are less favorable than
the estimates used to calculate the liabilities, the Company would have to
record expenses in excess of what has been accrued.

INCOME TAXES - Deferred tax assets and liabilities are recognized based on
differences between financial statement and tax bases of assets and
liabilities using presently enacted tax rates.  Deferred income taxes result
from temporary differences between pre-tax income reported in the financial
statements and taxable income.  The Company recognizes liabilities for
uncertain tax positions based on a two-step process.  The first step is to
evaluate the tax position for recognition by determining if the weight of
available evidence indicates that it is more likely than not that the position
will be sustained on audit. The second step is to estimate and measure the tax
benefit as the largest amount that is more than 50% likely to be realized upon
ultimate settlement.  It is inherently difficult and subjective to estimate
such amounts, as the amounts rely upon the determination of the probability of
various possible outcomes.  The Company reevaluates these uncertain tax
positions on a quarterly basis.  This evaluation is based on factors
including, but not limited to, changes in facts or circumstances, changes in
tax law and expiration of statutes of limitations, effectively settled issues
under audit, and audit activity.  Such a change in recognition or measurement
would result in the recognition of a tax benefit or an additional charge to
the tax provision.  It is the Company's policy to recognize as additional
income tax expense the items of interest and penalties directly related to
income taxes.

STOCK BASED COMPENSATION - The Company accounts for compensation related to
share based plans by recognizing the grant date fair value of stock options
and other equity-based compensation issued to employees in its income
statement over the requisite employee service period using the straight-line
attribution model.  In addition, compensation expense must be recognized for
the change in fair value of any awards modified, repurchased or cancelled
after the grant date.  The fair value of each grant is estimated on the date
of grant using the Black-Scholes option-pricing model.  The assumptions used
in the model and current year impact is discussed in Footnote 7.

PENSION PLAN - The Company accounts for its pension plan following the
requirements of FASB ASC Topic 715, "Compensation - Retirement Benefits",
which requires an employer to: (a) recognize in its statement of financial
position the funded status of a benefit plan; (b) measure defined benefit plan
assets and obligations as of the end of the employer's fiscal year (with
limited exceptions); and (c) recognize as a component of other comprehensive
income, net of tax, the gains or losses and prior service costs or credits
that arise but are not recognized as components of net periodic benefit costs
pursuant to prior existing guidance.

EARNINGS PER COMMON SHARE - Basic earnings per common share are based on the
weighted average number of common shares outstanding during the periods.
Diluted earnings per common share are based on the weighted average number of
common shares and potential dilution of securities that could share in
earnings.  The differences between basic and diluted shares used for the
calculation are the effect of employee and director stock options and
restricted stock.

USE OF ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted in the United State requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period.  Actual results could differ from
those estimates.

Certain accounting policies and estimates are of more significance in the
financial statement preparation process than others.  The most critical
accounting policies and estimates include the economic useful lives and
salvage values of our vehicles and equipment, provisions for uncollectible
accounts receivable and collectability of unrealized rents and notes
receivable, estimates of exposures related to our insurance claims plans, and
estimates for taxes.  To the extent that actual, final outcomes are different
than these estimates, or that additional facts and circumstances result in a
revision to these estimates, earnings during that accounting period will be
affected.

ENVIRONMENTAL - Environmental expenditures that benefit future periods are
capitalized.  Expenditures that relate to an existing condition caused by past
operations, and which do not contribute to current or future revenue
generation, are expensed.  Liabilities are recorded for the estimated amount
of expected environmental assessments and/or remedial efforts.  Estimation of
such liabilities includes an assessment of engineering estimates, continually
evolving governmental laws and standards, and potential involvement of other
potentially responsible parties.

COMPREHENSIVE INCOME - Comprehensive income consists of net income and other
comprehensive income (loss).  Other comprehensive income (loss) refers to
expenses, gains, and losses that are not included in net income, but rather
are recorded directly in shareholder's equity.

NEW ACCOUNTING PRONOUNCEMENTS - In June 2011, accounting guidance was issued
which requires an entity to present the total of comprehensive income, the
components of net income, and the components of other comprehensive income
either in a single continuous statement of comprehensive income or in two
separate but consecutive statements.  This guidance eliminates the option to
present the components of other comprehensive income as part of the statement
of equity.  This standard is effective for periods beginning after December
15, 2011.  The Company has determined that the adoption of this standard will
affect the Company's disclosures but will not have a material effect on the
Company's financial position or results of operations.

In May 2011, accounting guidance was issued which generally aligns the
principles for fair value measurements and the related disclosure requirements
under Generally Accepted Accounting Principles and International Financial
Reporting Standards.  This guidance requires additional disclosures regarding
details about Level 3 fair value measurements, including quantitative
information about the significant unobservable inputs used in estimating fair
value, a discussion of the sensitivity of the measurement to these inputs and
a description of the entity's valuation processes.  Disclosures will also be
needed concerning any transfers between Level 1 and 2 of the fair value
hierarchy (not just significant transfers as previous guidance required) and
the hierarchy classification for items whose fair value is not recorded on the
balance sheet but is disclosed in the notes.  This standard is effective for
periods beginning after December 15, 2011.  The Company has determined that
the adoption of this standard will affect the Company's disclosures but will
not have a material effect on the Company's financial position or results of
operations.

In September 2011, the FASB issued an amendment to the goodwill impairment
guidance which provides an option for companies to use qualitative approach to
test goodwill for impairment if certain conditions are not met.  The amendment
is effective for annual and interim goodwill impairment tests performed for
fiscal years beginning after December 15, 2011, and early adoption is
permitted.  The implementation of this amended accounting guidance is not
expected to have a material effect on the Company's consolidated financial
position and results of operations.


2.	Transactions with Vulcan Materials Company.

The Company previously may have been considered a related party to Vulcan
Materials Company (Vulcan).  One director of the Company was employed by
Vulcan until September 17, 2010 and is related to two other Company directors.

The Company, through its transportation subsidiaries, hauls commodities by
tank trucks for Vulcan.  Charges for these services are based on prevailing
market prices.  The real estate subsidiaries lease certain construction
aggregates mining and other properties to Vulcan.

A summary of revenues derived from Vulcan follows (in thousands):

                                    2011          2010         2009
Transportation                   $ 3,036         2,407        1,659
Real estate                        3,624         3,888        4,591
                                 $ 6,660         6,295        6,250

A subsidiary of the Company (FRP) has a Joint Venture Agreement with Vulcan
Materials Company (formerly Florida Rock Industries, Inc.) to develop
approximately 4,300 acres of land near Brooksville, Florida.  Under the terms
of the joint venture, FRP contributed its fee interest in approximately 3,443
acres formerly leased to Vulcan under a long-term mining lease which had a net
book value of $2,548,000.  Vulcan is entitled to mine the property until 2018
and pay royalties for the benefit of FRP for as long as mining does not
interfere with the development of the property.  Real estate revenues included
$240,000 of such royalties in fiscal 2011 and $231,000 in fiscal 2010.
Allocated depletion expense of $7,000 was included in real estate cost of
operations for fiscal 2011.  FRP also contributed $3,018,000 for one-half of
the acquisition costs of a 288-acre contiguous parcel. Vulcan also contributed
553 acres that it owned as well as its leasehold interest in the 3,443 acres
that it leased from FRP.  The joint venture is jointly controlled by Vulcan
and FRP, and they each had a mandatory obligation to fund additional capital
contributions of up to $2,265,000.  Capital contributions of $2,109,000 have
been made by each party as of September 30, 2011.  Distributions will be made
on a 50-50 basis except for royalties and depletion specifically allocated to
FRP. Other income for fiscal 2011 includes a loss of $39,000 representing the
Company's equity in the loss of the joint venture.  In April 2011, the Florida
Department of Community Affairs issued its Final Order approving the
development of the Project.  Prior to commencing development of the Project
the property will need to be rezoned consistent with the approved
entitlements.

In connection with the Joint Venture, the independent directors of the Company
also approved certain extensions of lease agreements between FRP and Vulcan on
Vulcan's offices in Jacksonville, Florida, the Astatula and Marion Sand mining
properties, also in Florida.  The Company and Vulcan also agreed that a 2,500
acre tract of the Grandin mining property, in Florida, due to be released will
remain subject to the lease and available for future mining.


3.	Debt.

Debt at September 30 is summarized as follows (in thousands):

                                        2011       2010
Revolving credit (uncollateralized)   $     -          -
5.6% to 8.6% mortgage notes,
  due in installments through 2027     67,272     71,860
                                       67,272     71,860
Less portion due within one year        4,902      4,588
                                      $62,370     67,272

The aggregate amount of principal payments, excluding the revolving credit,
due subsequent to September 30, 2011 is: 2012 - $4,902,000; 2013 - $5,239,000;
2014 - $5,308,000; 2015 - $5,379,000; 2016 - $5,516,000; 2017 and subsequent
years - $40,928,000.

The Company has a $37,000,000 uncollaterized Revolving Credit Agreement with
three banks, which matures on December 13, 2013.  The Revolver bears interest
at a rate of 1.00% over the selected LIBOR, which may change quarterly based
on the Company's ratio of Consolidated Total Debt to Consolidated Total
Capital, as defined.  A commitment fee of 0.15% per annum is payable quarterly
on the unused portion of the commitment.  The commitment fee may also change
quarterly based upon the ratio described above.  The Revolver contains
limitations on availability and restrictive covenants including limitations on
paying cash dividends.  Letters of credit in the amount of $12,112,000 were
issued under the Revolver.  As of September 30, 2011, $24,888,000 was
available for borrowing and $51,439,000 of consolidated retained earnings
would be available for payment of dividends.  The Company was in compliance
with all covenants as of September 30, 2011.

The non-recourse fully amortizing mortgage notes payable are collateralized by
real estate having a carrying value of approximately $76,595,000 at September
30, 2011.

During fiscal 2011, 2010 and 2009 the Company capitalized interest costs of
$1,232,000, $952,000, and $1,707,000, respectively.

The Company had $12,112,000 of irrevocable letters of credit outstanding at
September 30, 2011.  Most of the letters of credit are irrevocable for a
period of one year and are automatically extended for additional one-year
periods unless notified by the issuing bank not less than thirty days before
the expiration date.  These were issued for insurance retentions and to
guarantee certain obligations to state agencies related to real estate
development.


4.	Leases.

At September 30, 2011, the total carrying value of property owned by the
Company which is leased or held for lease to others is summarized as follows
(in thousands):

Construction aggregates property            $ 24,048
Commercial property                          214,659
                                             238,707
Less accumulated depreciation and depletion   53,451
                                            $185,256

The minimum future straight-lined rentals due the Company on noncancelable
leases as of September 30, 2011 are as follows: 2012 - $17,706,000; 2013 -
$13,620,000; 2014 - $11,873,000; 2015 - $10,199,000; 2016 - $7,903,000; 2017
and subsequent years $27,196,000.


5. Stock Split.

On December 1, 2010, the board of directors declared a 3-for-1 stock split of
the Company's common stock in the form of a stock dividend.  The record date
for the split was January 3, 2011 and the new shares were issued on January
17, 2011.  The total authorized shares remained 25 million and par value of
common stock remained unchanged at $.10 per share.  All share and per share
information presented has been adjusted to reflect this stock split.


6. Earnings Per Share.

The following details the computations of the basic and diluted earnings per
common share. (Dollars in thousands, except per share amounts.)

                                                Years Ended September 30

                                              2011        2010         2009
Common shares:

Weighted average common shares
 outstanding during the period -
 shares used for basic earnings
 per common share                            9,284       9,182        9,125

Common shares issuable under share
 based payment plans which are
 potentially dilutive                          167         242          227

Common shares used for diluted
 earnings per common share                   9,451       9,424        9,352

Net income                                 $12,211       7,371        3,753

Earnings per common share
  Basic                                      $1.32         .80          .41
  Diluted                                    $1.29         .78          .40

For 2011, 2010 and 2009, 140,370, 111,210 and 84,000 shares, respectively,
attributable to outstanding stock options were excluded from the calculation
of diluted earnings per share because their inclusion would have been anti-
dilutive.  For 2010 and 2009, all outstanding restricted shares were included
in the calculation of diluted earnings per common share because the unrecorded
compensation and tax benefits to be credited to capital in excess of par for
all awards of restricted stock were lower than the average price of the common
shares, and therefore were dilutive.


7. Stock-Based Compensation Plans.

The Company has two Stock Option Plans (the 2000 Stock Option Plan and the
2006 Stock Option Plan) under which options for shares of common stock were
granted to directors, officers and key employees.  The 2006 plan permits the
grant of stock options, stock appreciation rights, restricted stock awards,
restricted stock units, or stock awards.  The options awarded under the plans
have similar characteristics.  All stock options are non-qualified and expire
ten years from the date of grant.  Stock based compensation awarded to
directors, officers and employees are exercisable immediately or become
exercisable in cumulative installments of 20% or 25% at the end of each year
following the date of grant. When stock options are exercised the Company
issues new shares after receipt of exercise proceeds and taxes due, if any,
from the grantee.  In February 2006, 15,960 shares of restricted stock were
granted subject to forfeiture restrictions, tied to continued employment that
lapsed 25% annually beginning on January 1, 2007 and were fully vested on
January 1, 2010.  The number of common shares available for future issuance
was 647,250 at September 30, 2011.

The Company utilizes the Black-Scholes valuation model for estimating fair
value of stock compensation for options awarded to officers and employees.
Each grant is evaluated based upon assumptions at the time of grant.  The
assumptions were no dividend yield, expected volatility between 37% and 53%,
risk-free interest rate of 1.5% to 4.9% and expected life of 4.0 to 7.0 years.

The dividend yield of zero is based on the fact that the Company does not pay
cash dividends and has no present intention to pay cash dividends.  Expected
volatility is estimated based on the Company's historical experience over a
period equivalent to the expected life in years.  The risk-free interest rate
is based on the U.S. Treasury constant maturity interest rate at the date of
grant with a term consistent with the expected life of the options granted.
The expected life calculation is based on the observed and expected time to
exercise options by the employees.

The Company recorded the following stock compensation expense in its
consolidated statement of income (in thousands):
                                                  Years Ended September 30
                                                2011        2010        2009

Stock option grants                           $  370         402         381
Restricted stock awards granted in 2006            -          48         193
Annual non-employee Director stock award         334         354         294
                                                 704         804         868

A summary of changes in outstanding options is presented below:

                                  Weighted  Weighted   Weighted
                        Number    Average   Average    Average
                        Of        Exercise  Remaining  Grant Date
Options                 Shares    Price     Term (yrs) Fair Value (000's)

Outstanding at
 October 1, 2008        696,240     $11.24       5.0     $ 3,900
  Granted                54,000     $24.81               $   556
  Exercised             (31,650)    $11.73               $   180
  Forfeited              (4,800)    $13.28
Outstanding at
 September 30, 2009     713,790     $12.23       4.5     $ 4,246
  Granted                27,210     $32.16               $   349
  Exercised            (107,100)    $ 6.83               $   389
  Forfeited                   -     $    -
Outstanding at
 September 30, 2010     633,900     $14.00       4.1     $ 4,206
  Granted                29,160     $25.60               $   293
  Exercised             (54,035)    $ 9.95               $   274
  Forfeited              (3,000)    $ 5.84               $     9
Outstanding at
 September 30, 2011     606,025     $14.96       3.5     $ 4,216
Exercisable at
 September 30, 2011     524,197     $13.08       2.8     $ 3,295

Vested during
 Twelve months ended
 September 30, 2011      28,242                          $   298

The following table summarizes information concerning stock options
outstanding at September 30, 2011:

                             Shares      Weighted          Weighted
Range of Exercise            under       Average           Average
Prices per Share             Option      Exercise Price    Remaining Life

Non-exercisable:
$18.01 - $27.00               54,060            25.12        8.3
$27.01 - $32.16               27,768            30.16        7.5
                              81,828           $27.01        8.1 years
Exercisable:
$ 5.75 - $ 8.00              105,605             7.40        1.0
$ 8.01 - $12.00              210,000            10.10        2.0
$12.01 - $18.00              126,050            14.75        3.3
$18.01 - $27.00               53,100            22.81        6.2
$27.01 - $32.16               29,442            30.07        7.3
                             524,197           $13.08        2.8 years
Total                        606,025           $14.96        3.5 years

The aggregate intrinsic value of exercisable in-the-money options was
$4,167,000 and the aggregate intrinsic value of outstanding in-the-money
options was $4,167,000 based on the market closing price of $20.21 on
September 30, 2011 less exercise prices.  Gains of $869,000 were realized by
option holders during the twelve months ended September 30, 2011.  The
realized tax benefit from options exercised for the twelve months ended
September 30, 2011 was $333,000. Total compensation cost of options granted
but not yet vested as of September 30, 2011 was $698,000, which is expected to
be recognized over a weighted-average period of 2.2 years.


A summary of changes in restricted stock awards is presented below:

                                  Weighted  Weighted   Weighted
                        Number    Average   Average    Average
                        Of        Grant     Remaining  Grant Date
Restricted Stock        Shares    Price     Term (yrs) Fair Value (000's)

Outstanding at
 September 30, 2008      18,600     $21.22       1.3     $   395
  Granted                     0                          $     0
  Vested                 (9,150)    $21.22               $   194
  Forfeited              (1,800)    $21.18               $    38
Outstanding at
 September 30, 2009       7,650     $21.23        .3     $   163
  Granted                     0                          $     0
  Vested                 (7,530)    $21.22               $   160
  Forfeited                (120)    $22.03               $     3
Outstanding at
 September 30, 2010           -     $    -         -     $     -



8. Income Taxes.

The provision for income taxes for continuing operations for fiscal years
ended September 30 consists of the following (in thousands):

                              2011          2010         2009
Current:
  Federal                   $3,249         3,162        3,800
  State                        566           119          777
                             3,815         3,281        4,577
Deferred                       483           682          245

  Total                     $4,298         3,963        4,822


A reconciliation between the amount of tax shown above and the amount computed
at the statutory Federal income tax rate follows (in thousands):

                                           2011	      2010	   2009
Amount computed at statutory
  Federal rate                           $3,864       3,760       4,359
State income taxes (net of Federal
  income tax benefit)                       473         460         541
Other, net                                  (39)       (257)        (78)
Provision for income taxes               $4,298       3,963       4,822

In this reconciliation, the category "Other, net" consists of changes in
unrecognized tax benefits, permanent tax differences related to non-deductible
expenses, special tax rates and tax credits, interest and penalties, and
adjustments to prior year estimates.

The types of temporary differences and their related tax effects that give
rise to deferred tax assets and deferred tax liabilities at September 30, are
presented below (in thousands):

                                            2011       2010
Deferred tax liabilities:
 Property and equipment                  $17,014     16,097
 Depletion                                   436        431
 Unrealized rents                          1,384      1,289
 Prepaid expenses                          1,639      1,633
  Gross deferred tax liabilities          20,473     19,450
Deferred tax assets:
 Insurance liabilities                     2,104      1,735
 Employee benefits and other               1,651      1,457
Gross deferred tax assets                  3,755      3,192
Net deferred tax liability               $16,718     16,258


A reconciliation of the beginning and ending amount of unrecognized tax
benefits is as follows (in thousands):
                                                     2011     2010

Balance at October 1                                 $ 83      237
Reductions due to lapse of statute of limitations     (32)    (154)
Balance at September 30                              $ 51       83

As of September 30, 2011 there was $38,000 of unrecognized tax benefits that,
if recognized, would impact the Company's effective tax rate.  Interest and
penalties of $13,000 was reflected as a component of the total liability at
September 30, 2011.  The Company expects a decrease in the liability of up to
$51,000 for uncertain tax positions during the next 12 months.  The Company
files income tax returns in the U.S. and various states which are subject to
audit for up to five years after filing.


9. Employee Benefits.

The Company and certain subsidiaries have a savings/profit sharing plan for
the benefit of qualified employees.  The savings feature of the plan
incorporates the provisions of Section 401(k) of the Internal Revenue Code
under which an eligible employee may elect to save a portion (within limits)
of their compensation on a tax deferred basis.  The Company contributes to a
participant's account an amount equal to 50% (with certain limits) of the
participant's contribution.  Additionally, the Company may make an annual
discretionary contribution to the plan as determined by the Board of
Directors, with certain limitations.  The plan provides for deferred vesting
with benefits payable upon retirement or earlier termination of employment.
The Company's cost was $632,000 in 2011, $612,000 in 2010 and $760,000 in
2009.

The Company has a Management Security Plan (MSP) for certain officers and key
employees.  The accruals for future benefits are based upon the remaining
years to retirement of the participating employees and other actuarial
assumptions. Life insurance on the lives of one of the participants has been
purchased to partially fund this benefit and the Company is the owner and
beneficiary of that policy.  The expense for fiscal 2011, 2010 and 2009 was
$150,000, $143,000 and $136,000, respectively.  The accrued benefit under this
plan as of September 30, 2011 and 2010 was $1,169,000 and $1,089,000
respectively.

The Company provides certain health benefits for retired employees.  Employees
may become eligible for those benefits if they were employed by the Company
prior to December 10, 1992, meet the service requirements and reach retirement
age while working for the Company.  The plan is contributory and unfunded.
The Company accrues the estimated cost of retiree health benefits over the
years that the employees render service.  The accrued postretirement benefit
obligation for this plan as of September 30, 2011 and 2010 was $334,000 and
$319,000, respectively.  The net periodic postretirement benefit cost was
$18,000, $12,000 and $(1,000) for fiscal 2011, 2010, and 2009, respectively.
The discount rate used in determining the Net Periodic Postretirement Benefit
Cost was 5.0% for 2011, 5.5% for 2010 and 6.75% for 2009.  The discount rate
used in determining the Accumulated Postretirement Benefit Obligation (APBO)
was 5.5% for 2011, 5.5% for 2010 and 5.5% for 2009.  No medical trend is
applicable because the Company's share of the cost is frozen.


10. Business Segments.

The Company operates in three reportable business segments.  The Company's
operations are substantially in the Southeastern and Mid-Atlantic states.

The transportation segment hauls petroleum and other liquids and dry bulk
commodities by tank trailers.  The Company's real estate operations consist of
two reportable segments.  The Mining royalty land segment owns real estate
including construction aggregate royalty sites and parcels held for
investment. The Developed property rentals segment acquires, constructs, and
leases office/warehouse buildings primarily in the Baltimore/Northern
Virginia/Washington area and holds real estate for future development or
related to its developments.

The Company's transportation and real estate groups operate independently and
have minimal shared overhead except for corporate expenses.  Corporate
expenses are allocated in fixed quarterly amounts based upon budgeted and
estimated proportionate cost by segment.  Unallocated corporate expenses
primarily include stock compensation and corporate aircraft expenses.
Reclassifications to prior period amounts have been made to be comparable to
the current presentation.

Operating results and certain other financial data for the Company's business
segments are as follows (in thousands):

                                            2011	        2010
2009
Revenues:
  Transportation                        $ 97,801       89,637      91,420
  Mining royalty land                      4,261        4,510       5,067
  Developed property rentals              18,044       17,191      18,066
                                        $120,106      111,338     114,553

Operating profit:
  Transportation                        $  9,602        9,716      11,468
  Mining royalty land                      3,507        3,696       4,028
  Developed property rentals               5,874        5,126       6,182
  Corporate expenses:
    Allocated to transportation           (1,574)      (1,480)     (1,617)
    Allocated to mining land                (650)        (588)       (551)
    Allocated to developed property         (975)        (883)       (826)
    Unallocated                           (1,415)      (1,084)     (2,556)
                                          (4,614)      (4,035)     (5,550)
                                        $ 14,369       14,503      16,128

Interest expense:
  Mining royalty land                   $     37           39          74
  Developed property rentals               3,309        3,889       3,408
                                        $  3,346        3,928       3,482

Capital expenditures:
  Transportation                        $  6,743        6,568       3,298
  Mining royalty land                          -           59          14
  Developed property rentals:
    Capitalized interest                   1,232          952       1,707
    Internal labor                           603          281         495
    Real estate taxes                      1,212        1,157         892
    Other costs (a)                        8,082        1,686       7,718
                                        $ 17,872       10,703      14,124

(a)	Net of 1031 exchange of $4,941 for fiscal 2011.

Depreciation, depletion and
amortization:
  Transportation                        $  6,269        6,143       6,670
  Mining royalty land                        111          103         134
  Developed property rentals               5,222        5,053       5,081
  Other                                      608          208       1,558
                                        $ 12,210       11,507      13,443

Identifiable net assets at September 30:
  Transportation                        $ 39,001       43,100      43,229
  Discontinued Transportation Operations     114          542       1,519
  Mining royalty land                     28,295       28,651      28,088
  Developed property rentals             175,618      164,601     164,373
  Cash items                              21,026       17,151      15,803
  Unallocated corporate assets             2,336        3,667       3,842
                                        $266,390      257,712     256,854


11. Fair Value Measurements.

Fair value is defined as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date.  The fair value hierarchy prioritizes
the inputs to valuation techniques used to measure fair value into three broad
levels.  Level 1 means the use of quoted prices in active markets for
identical assets or liabilities.  Level 2 means the use of values that are
derived principally from or corroborated by observable market data.  Level 3
means the use of inputs are those that are unobservable and significant to the
overall fair value measurement.

As of September 30, 2011 the Company had no assets or liabilities measured at
fair value on a recurring or non-recurring basis.  During fiscal 2011 the
corporate aircraft was placed back in service and depreciation was re-
commenced.  Prior to that it was recorded at fair value based on level 2
inputs for similar assets in the current market on a non-recurring basis as it
was deemed to be other-than-temporarily impaired.  The fourth quarter of
fiscal 2009 and the first quarter of fiscal 2011 included $900,000 and
$300,000, respectively, for the impairment to estimated fair value of the
corporate aircraft.

The fair value of the note receivable (see Note 15) as of September 30, 2010,
approximated the unpaid principal balance based upon the interest rate and
credit risk of the note. The note was paid in full as of September 30, 2011.
The fair value of all other financial instruments with the exception of
mortgage notes (see Note 3) approximates the carrying value due to the short-
term nature of such instruments.

The fair values of the Company's other mortgage notes payable were estimated
based on current rates available to the Company for debt of the same remaining
maturities.  At September 30, 2011, the carrying amount and fair value of such
other long-term debt was $67,272,000 and $70,386,000, respectively.  At
September 30, 2010, the carrying amount and fair value of other long-term debt
was $71,860,000 and $73,558,000, respectively.


12. Contingent Liabilities.

Certain of the Company's subsidiaries are involved in litigation on a number
of matters and are subject to certain claims which arise in the normal course
of business.  The Company has retained certain self-insurance risks with
respect to losses for third party liability and property damage.  There is a
reasonable possibility that the Company's estimate of vehicle and workers'
compensation liability for the transportation group or discontinued operations
may be understated or overstated but the possible range can not be estimated.
 The liability at any point in time depends upon the relative ages and amounts
of the individual open claims.  In the opinion of management none of these
matters are expected to have a material adverse effect on the Company's
consolidated financial condition, results of operations or cash flows.


13. Commitments.

The Company, at September 30, 2011, had entered into various contracts to
develop real estate with remaining commitments totaling $1,489,000, and to
purchase transportation equipment for approximately $5,319,000.  The Company
has committed to make an additional capital contribution of up to $156,000
dollars to Brooksville Quarry, LLC in connection with a joint venture with
Vulcan.


14. Concentrations.

The transportation segment primarily serves customers in the industries in the
Southeastern U.S. Significant economic disruption or downturn in this
geographic region or these industries could have an adverse effect on our
financial statements.

During fiscal 2011, the transportation segment's ten largest customers
accounted for approximately 54.6% of the transportation segment's revenue.
One of these customers accounted for 19.8% of the transportation segment's
revenue. The loss of any one of these customers would have an adverse effect
on the Company's revenues and income.  Accounts receivable from the
transportation segment's ten largest customers was $3,115,000 and $2,797,000
at September 30 2011 and 2010, respectively.

The Company places its cash and cash equivalents with high credit quality
institutions.  At times such amounts may exceed FDIC limits.


15. Discontinued Operations.

In August 2009 the Company sold its flatbed trucking company, SunBelt
Transport, Inc. ("SunBelt").  Under the agreement, the Buyer purchased all of
SunBelt's tractors and trailers, leased the SunBelt terminal facilities in
Jacksonville, Florida for 36 months at a rental of $5,000 per month and leased
the terminal facilities in South Pittsburg, Tennessee for 60 months at a
rental of $5,000 per month with an option to purchase the Tennessee facilities
at the end of the lease for payment of an additional $100,000.  The South
Pittsburgh lease was recorded as a sale under bargain purchase accounting.
The purchase price received for the tractors and trailers and inventories was
a $1 million cash payment and the delivery of a Promissory Note requiring 60
monthly payments of $130,000 each including interest at 7%, secured by the
assets of the business conveyed.  In the quarter ending September 30, 2009 the
Company recognized $283,000 in severance costs related to a change-in-control
agreement triggered by the sale of SunBelt.  As of September 30, 2011 the note
receivable has been fully paid and the option to purchase the South Pittsburg
facility was completed.  The Company retained all pre-closing receivables and
liabilities.

SunBelt has been accounted for as discontinued operations in accordance with
ASC Topic 205-20 Presentation of Financial Statements - Discontinued
Operations.   All periods presented have been restated accordingly.

In December 2010, a subsidiary of the Company, Florida Rock Properties, Inc.,
closed a bargain sale of approximately 1,777 acres of land in Caroline County,
Virginia, to the Commonwealth of Virginia, Board of Game and Inland Fisheries.
 The purchase price for the property was $5,200,000, subject to certain
deductions.  The Company also donated $5,599,000 primarily for the value of
minerals and aggregates and recognized a $2,126,000 permanent tax benefit.
The $2,126,000 permanent tax benefit was recorded to income taxes receivable
for $303,000 and offset to long-term deferred tax liabilities of $1,823,000.
Actual realization of the $1,823,000 in deferred taxes will depend on taxable
income, income tax rates, and income tax regulations over the 5 year carry
forward period.  The Company's book value of the property was $276,000.

A summary of discontinued operations is as follows (in thousands):

                                                2011     2010     2009

Revenue                                      $    60       84   21,250
Operating expenses                              (302)    (427)  24,239
Gain (Loss) on sale before taxes               4,665        -   (3,760)
Income (loss) before income taxes            $ 5,027      511   (6,749)
Provision for income taxes                       195     (196)   2,594
Income (loss) from discontinued operations   $ 5,222      315   (4,155)


A summary of the loss on sale of SunBelt in August 2009 before income taxes
(in thousands):

Carrying amount of assets disposed:
Petty cash                             $      4
Inventory of parts and supplies              88
Prepaid tires on equipment                  643
Land                                        103
Buildings                                   459
Equipment                                24,022
Less accumulated depreciation           (14,013)
Net book value of assets disposed      $ 11,306

Plus liabilities assumed:
Change in control agreement                 283
Real estate taxes of bargain lease           61

Less proceeds from sale:
Cash Payment Received                     1,000
Present value of promissory note          6,565
Present value of bargain lease         _____325

Loss on sale before taxes               $ 3,760

The estimated loss on sale of $3,263,000 was recorded in the quarter ending
June 30, 2009.  An adjustment to the loss on sale of $214,000 along with the
change in control agreement of $283,000 was recorded in the quarter ending
September 30, 2009.

The components of the balance sheet are as follows:

					September 30,   September 30,
                                             2011            2010

Accounts receivable                      $      3               8
Deferred income taxes                           4             417
Property and equipment, net                   107             117
Assets of discontinued operations        $    114             542

Accounts payable                         $      -             154
Accrued payroll and benefits                    2               2
Accrued liabilities, other                      3              61
Insurance liabilities                          29           1,110
Liabilities of discontinued operations   $     34           1,327



16.  Subsequent Event.

Windlass Run Residential (previously Bird River), located in southeastern
Baltimore County, Maryland, is a 121 acre tract of land adjacent to and west
of our Windlass Run Business Park.  The property was rezoned in September 2007
to allow for additional density and plans are being pursued to obtain an
appropriate product mix.  In July 2008, the Company entered into an agreement
to sell the property at a purchase price of $25,075,000 and closing was
scheduled to occur in the first quarter of calendar 2012.  The purchaser had
placed non-refundable deposits of $1,000,000 under this contract in escrow.
Preliminary approval for the development as originally contemplated was
previously received and the time for any appeals from that approval has
expired.  In October 2011 the purchaser terminated its agreement to purchase
the property and released the $1,000,000 escrow deposit to the company's
subsidiary, FRP Bird River, LLC. along with all permits, engineering work,
plans and other development work product with regards to the property. The
Company intends to continue to complete the entitlement process for this
parcel of land for residential development and will market it appropriately as
the demand for residential property in this area improves in the future.



Management's Report on Internal Control Over Financial Reporting

The management of Patriot is responsible for establishing and maintaining
adequate internal control over financial reporting. Patriot's internal
control system was designed to provide reasonable assurance to the Company's
management and Board of Directors regarding the preparation and fair
presentation of published financial statements in accordance with U.S.
generally accepted accounting principles. All internal control systems, no
matter how well designed have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation. Patriot's
management assessed the effectiveness of the Company's internal control over
financial reporting as of September 30, 2011 based on the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework. Based on this assessment,
management believes that, as of September 30, 2011, the Company's internal
control over financial reporting is effective.




Report of Independent Registered Certified Public Accounting Firm
The Shareholders and Board of Directors
Patriot Transportation Holding, Inc.
We have audited the accompanying consolidated balance sheets of Patriot
Transportation Holding, Inc. as of September 30, 2011, and 2010, and the
related consolidated statements of income, shareholder's equity and
comprehensive income, and cash flows for years ended September 30, 2011, 2010
and 2009. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Patriot
Transportation Holding, Inc. as of September 30, 2011 and 2010, and the
consolidated results of its operations and its cash flows for the years ended
September 30, 2011, 2010 and 2009 in conformity with accounting principles
generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of Patriot
Transportation Holding, Inc.'s internal control over financial reporting as of
September 30, 2011, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO).  The Company's management is responsible for
maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting
included in the accompanying Management's Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion on the
Company's internal control over financial reporting based on our audit.
Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.  A company's internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. A company's internal control over financial reporting includes
those policies and procedures that (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and
(iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets that
could have a material effect on the financial statements.  Because of its
inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, Patriot Transportation Holding, Inc. maintained, in all
material respects, effective internal control over financial reporting as of
September 30, 2011, based on criteria established in Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO).

Hancock Askew & Co., LLP

December 7, 2011
Savannah, Georgia


DIRECTORS AND OFFICERS

Directors

Thompson S. Baker II (1)
President and Chief Executive
Officer of the Company

John D. Baker II (1)
Executive Chairman

Edward L. Baker (1)
Chairman Emeritus

John E. Anderson
Former President and Chief Executive
Officer of Patriot Transportation Holding, Inc.

Charles E. Commander III (2)(4)
Retired Partner
Foley & Lardner

Luke E. Fichthorn III
Private Investment Banker,
Twain Associates

Robert H. Paul III (2)(3)(4)
Chairman of the Board of
Southeast Atlantic Capital, LLC

H. W. Shad III (2)
Owner, Bozard Ford Company

Martin E. Stein, Jr. (3)(4)
Chairman and Chief Executive Officer of
Regency Centers Corporation

James H. Winston (3)
President of LPMC of Jax, Inc. and
Citadel Life & Health Insurance Co.

________________
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
(4) Member of the Nominating Committee



Officers

John D. Baker II
Executive Chairman

Thompson S. Baker II
President and Chief Executive Officer

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

David H. deVilliers, Jr.
Vice President
President, FRP Development Corp. and
Florida Rock Properties, Inc.

John D. Klopfenstein
Controller and Chief Accounting Officer

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



Patriot Transportation Holding, Inc.

501 Riverside Avenue, Suite 500
Jacksonville, Florida, 32202
Telephone:  (904) 396-5733


Annual Meeting

Shareholders are cordially invited to attend the Annual Shareholders Meeting
which will be held at 10 a.m. local time, on Wednesday, February 1, 2012, at
the St. Joe Company building, 245 Riverside Avenue, Jacksonville, Florida,
32202.


Transfer Agent

American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, NY  10038

Telephone:  1-800-937-5449




General Counsel

Fowler White Boggs P.A.
Jacksonville, Florida


Independent Registered Certified Public Accounting Firm

Hancock Askew & Co., LLP
Savannah, Georgia


Common Stock Listed

The Nasdaq Stock Market
(Symbol: PATR)


Form 10-K

Shareholders may receive without charge a copy of Patriot Transportation
Holding, Inc.'s annual report on Form 10-K for the fiscal year ended
September 30, 2011 as filed with the Securities and Exchange Commission by
writing to the Treasurer at 501 Riverside Avenue, Suite 500, Jacksonville,
Florida 32202.  The most recent certifications by our Chief Executive
Officer, Chief Financial Officer and Chief Accounting Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to our
Form 10-K.


Company Website

The Company's website may be accessed at www.patriottrans.com. All of our
filings with the Securities and Exchange Commission can be accessed through
our website promptly after filing.  This includes annual reports on Form 10-
K, proxy statements, quarterly reports on Form 10-Q, current reports filed
or furnished on Form 8-K and all related amendments.


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