<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                   SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, D.C.  20549

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

                             FORM 8-K

                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 2, 2011

                PATRIOT TRANSPORTATION HOLDING, INC.
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     (Exact name of registrant as specified in its charter)



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

501 Riverside Avenue
Suite 500
Jacksonville, Florida                             32202
----------------------------------------    -----------------
(Address of principal executive offices)       (Zip Code)

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

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  (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):

[  ] Written communications pursuant to Rule 425 under the Securities
     Act (17 CRF 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

<PAGE>

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under
     the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under
      the Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

                  CURRENT REPORT ON FORM 8-K

            PATRIOT TRANSPORTATION HOLDING, INC.

                     February 2, 2011


ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

	On February 2, 2011, Patriot Transportation Holdings, Inc.
(the "Company") issued a press release announcing its earnings for the
first quarter of fiscal 2011. A copy of the press release is furnished
as Exhibit 99.1.

	The information in this report (including the exhibit) shall
not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
or otherwise subject to the liability of that section, and shall not
be incorporated by reference into any registration statement or other
document filed under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such filing.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

	(c)	Exhibits.

	99.1	Press Release dated February 2, 2011.


<PAGE>

                        SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Current Report to be
signed on its behalf by the undersigned thereunto duly authorized.

   			     PATRIOT TRANSPORTATION HOLDING, INC.


Date:  February 2, 2011	     By:  /s/ John D. Milton, Jr.

      			     ------------------------------------
   			     John D. Milton, Jr.
			     Vice President, and Chief
                              Financial Officer


<PAGE>

                       EXHIBIT INDEX


Exhibit No.
-----------

99.1	Press Release dated February 2, 2011 issued by Patriot
        Transportation Holdings, Inc.


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</TEXT>
</DOCUMENT>
