<SEC-DOCUMENT>0001474506-12-000024.txt : 20120221
<SEC-HEADER>0001474506-12-000024.hdr.sgml : 20120220
<ACCEPTANCE-DATETIME>20120221150010
ACCESSION NUMBER:		0001474506-12-000024
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20120215
ITEM INFORMATION:		Entry into a Material Definitive Agreement
FILED AS OF DATE:		20120221
DATE AS OF CHANGE:		20120221

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:		12626525

	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>form8kmateriald.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 15, 2012

                    PATRIOT TRANSPORTATION HOLDING, INC.
--------------------------------------------------------------------
       (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)
(Commission





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

---------------------------------------------------------------------
   (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 15, 2012


ITEM 1.01	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

	On February 15, 2012, FRP Manassas, LLC, a wholly owned
subsidiary of the Company, received an executed agreement to sell
15.18 acres of land located in the Patriot Business Center in
Manassas, Virginia to the Potomac and Rappahannock Transportation
Commission (the "Purchaser") for a purchase price of $4,774,577.
The closing of the sale is anticipated to occur during the third
quarter of fiscal 2013 and is contingent upon Purchaser's receipt
of permits, approvals and federal funding necessary for Purchaser's
intended use of the property as a bus operations and maintenance
facility.



                             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 15, 2012	By:  /s/ John D. Milton, Jr.

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



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