<SEC-DOCUMENT>0001474506-11-000041.txt : 20111031
<SEC-HEADER>0001474506-11-000041.hdr.sgml : 20111031
<ACCEPTANCE-DATETIME>20111031150940
ACCESSION NUMBER:		0001474506-11-000041
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20111031
ITEM INFORMATION:		Termination of a Material Definitive Agreement
FILED AS OF DATE:		20111031
DATE AS OF CHANGE:		20111031

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PATRIOT TRANSPORTATION HOLDING INC
		CENTRAL INDEX KEY:			0000844059
		STANDARD INDUSTRIAL CLASSIFICATION:	TRUCKING & COURIER SERVICES (NO AIR) [4210]
		IRS NUMBER:				592924957
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-17554
		FILM NUMBER:		111168050

	BUSINESS ADDRESS:	
		STREET 1:		501 RIVERSIDE AVE
		STREET 2:		SUITE 500
		CITY:			JACKSONVILLE
		STATE:			FL
		ZIP:			32202
		BUSINESS PHONE:		9043965733

	MAIL ADDRESS:	
		STREET 1:		501 RIVERSIDE AVE
		STREET 2:		SUITE 500
		CITY:			JACKSONVILLE
		STATE:			FL
		ZIP:			32202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FRP PROPERTIES INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8ktermination.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): October 26, 2011

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



        FLORIDA
0-17554
59-2924957
  -------------------        ---------------------       -------------------

   (State or other             (Commission File            (I.R.S. Employer
    jurisdiction                   Number)               Identification No.)
    of incorporation)





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

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

-------------------------------------------------------------------------------
       (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.

                              October 26, 2011


ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

	On October 26, 2011, FRP Bird River, LLC ("FRPBR"), a wholly owned
subsidiary of Patriot Transportation Holdings, Inc. (the "Company") and
Windlass Run, LLC, as successor-in-interest to MacKenzie Investment Group,
LLC ("Buyer") entered into a Termination Agreement that officially
terminated that certain Agreement of Sale dated July 16, 2008 between
FRPBR and Buyer (as amended, the "Original Agreement"), wherein Buyer had
agreed to purchase approximately 121 acres of land in Baltimore County,
Maryland at a purchase price of $25,075,000.00.  The Original Agreement was
terminated due to Buyer's inability to perform its obligations.  Buyer has
released the one (1) million dollar escrow deposit to FRPBR and is in the
process of conveying to the Company's subsidiary 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.


                                  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:  October 31, 2011		By:  /s/ John D. Milton, Jr.

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


<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
