8-K

                               UNITED STATES
                    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):  November 17, 2016

                    PATRIOT TRANSPORTATION HOLDING, INC.

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           (Exact name of registrant as specified in its charter)


	        FLORIDA		 001-36605	    47-2482414
	    ----------------	-----------	-------------------
	    (State or other	(Commission	(I.R.S. Employer
	    jurisdiction	File Number)	Identification No.)
	    of incorporation


200 W. Forsyth Street, 7th Floor
Jacksonville, Florida					  32202
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(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:  (904) 858-9100


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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 CFR 230.425)

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

[] 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))







                         CURRENT REPORT ON FORM 8-K

                    PATRIOT TRANSPORTATION HOLDING, INC.

                              November 17, 2016


ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

        On November 17, 2016, Patriot Transportation Holding, Inc. (the
"Company") held an earnings conference call to discuss the Company's fourth
quarter results for the fiscal year ended September 30, 2016, a transcript
of which is furnished herewith as Exhibit 99.1 and is incorporated herein
by reference.

	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

        (d)     Exhibits.

        99      Conference Call Transcript dated November 17, 2016




                                 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:  November 22, 2016	By:  /s/ John D. Milton, Jr.
      				-------------------------------------------
				John D. Milton, Jr.
				Executive Vice President
                                and Chief Financial Officer





                               EXHIBIT INDEX

Exhibit No.

99.1	Transcript of Conference Call held on November 17, 2016,
	by Patriot Transportation Holding, Inc.

EX-99

                                   John Milton

                       Patriot Transportation Holding, Inc.

                                 November 17, 2016

                                    9:00 AM CT


Operator:          The following is a recording for John Milton with the

Patriot Transportation Holding, Inc. on Thursday, November 17, 2016 at 9:00 AM

Central Time. Excuse me, everyone. We now have all of our speakers in

conference. Please be aware that each of your lines is in a "listen only" mode.

At the conclusion of today's presentation, we will open the floor for

questions. At that time, instructions will be given as the procedure to follow

if you would like to ask a question. I would now like to turn the conference

over to Mr. Thom Baker, Chairman and CEO of Patriot Transportation Holding.

Chairman Baker, you may begin.


Thom Baker:        Good morning. Thank you all for being on the call today and

for your interest in Patriot Transportation. As mentioned, I'm Thom Baker,

Chairman and CEO of Patriot Transportation, and with me are John Milton, our

CFO, Rob Sandlin, our Vice-President, and John Klopfenstein, our CAO. Before

we get into results, let me caution that any statements made during this call

that relate to the future are by their nature subject to risks and

uncertainties that could cause actual results and events to differ materially

from those indicated by such forward-looking statements. Additional

information regarding these and other risk factors and uncertainties may be

found in the company's filings with the Securities and Exchange Commission.

Total revenues for the fourth quarter of fiscal 2016 were $30,391,000, which

is up $62,000 from last year's fourth quarter. Transportation revenues,

excluding fuel surcharges, were up $582,000 to $28,882,000 and fuel surcharges

were down $520,000 from last year's fourth quarter. As a result of improved

pricing and better utilization of equipment, our transportation revenue per

mile increased 4.7 percent over last year's fourth quarter. Net





income for the quarter was $2,088,000 or 63 cents per share, compared to net

income of $1,585,000 or 48 cents per share last year. This year's fourth

quarter net income was benefited by 24 cents per share as a result of a gain

on the sale of an easement. Total revenues for fiscal year 2016 were

$120,172,000, which is down $2,710,000 from last year's revenues.

Transportation revenues, excluding fuel surcharges were $115,592,000, an

increase of $4,298,000 from last year's total. Fuel surcharge revenue for

fiscal 2016 was $4,580,000, which was down $7 million from last year. Net

income for fiscal 2016 was $5,705,000 or $1.70 per share, compared to net

income of $3,339,000 or $1.02 per share in fiscal 2015. Fiscal 2016 income

includes $779,000 or 24 cents per share of net income or $1,277,000 gain on

sale of a Tampa easement, and $1,029,000 or 31 cents per share of net income

for the settlement of a claim with DP in connection with the 2010 Deepwater

Horizon event. Fiscal 2015 included $2,074,000 intangible assessment

impairment charge that had an after tax negative impact to net income of

$1,265,000 or 39 cents per share. Let me turn the call over to Rob Sandlin

so he can take us through the numbers in greater detail.


Rob Sandlin:       Thank you, Thom, and thank you all for being on the call.

I will now take you through the operating results of our company for our fourth

quarter, ended September 30, 2016, and the 2016 full year results. Some of my

comments will reflect adjusted results, which remove a negative impact of the

impairment charge from last year's results and the positive impacts that

Deepwater Horizon settlement and the sale of an easement in Tampa, Florida from

this year's results as management believes this allows for better comparison of

operating results period over period. For the quarter: As a result of improved

pricing and better utilization of equipment, our transportation revenue per

mile increased 4.2 percent over the same quarter last year. The negative fuel

margin we had been experiencing of late was significantly reduced this quarter

as gross fuel cost was down $503,000 and the fuel surcharge revenue was lower

by $520,000, producing a net negative fuel margin of just $17,000 for the





quarter. This improvement is a result of management's success negotiating an

improved fuel surcharge arrangement with key accounts as fuel prices have

remained low and somewhat stable throughout the fiscal year. During the

quarter, insurance costs were higher by $435,000, due mainly to higher health

insurance cost and corporate expense was $288,000 higher, due to increased

bonus and contingent stock compensation accruals. During the last month of the

fourth quarter, many of our terminal operations were impacted by severe

shortage in available fuel, due to the Colonial Pipeline spill. I would like

to thank our employees for their superior service and effort during this

difficult situation to successfully satisfy our customers and safely operate

our business. Now, for our year-to-date results: Fiscal 2016 was a tough year,

but one in which we made significant progress. We worked with our customers to

create and implement a new fuel surcharge to neutralize the negative margin

impacts we had been experiencing. As a result of better pricing in the market

and more efficient utilization of our equipment, we were able to grow our

terminal transportation revenue by 4.7 percent over last year. During the

year, we received $1,687,000 as a result of a settlement agreement with BP

Exploration and Production for damages arising out of the Deepwater Horizon

event and sold an easement to the State of Florida at our terminal facility in

Tampa, Florida for $1,334,000. We also purchased the equipment of two different

private fleets; one in Florida and the other in North Carolina. The Florida

acquisition added eight trailers, assuming the lease on seven tractors, and

the hiring of 16 drivers, while contracting to haul 73 locally-owned

convenience stores. In North Carolina, we purchased four tractors and hired

six drivers as one of our largest customers acquired a chain of C stores and

asked us to take on the sale of its private fleet. The company's gross cost of

fuel was down $5,138,000 versus last year which was not enough to offset the

$7,008,000 in lower fuel surcharge for a negative margin impact of $1,870,000,

most of which occurred in the first half of the year, prior to the fuel

surcharge adjustments we made with our customers. Compensation and benefits

were up $2,019,000 or 0.05 cents per mile versus 2015, due mainly to driver pay

enhancements as we continue to invest in hiring and retaining our drivers. SG&A





was up $438,000 as we hired more management personnel to focus on issues of

driver hiring and turnover to support our safety performance. Corporate

expenses were lower by $257,000 compared to last year, due mainly to the sale

of 75 percent interest in the corporate airplane during the second quarter of

this year. Gain on equipment sales were $840,000 lower compared to last year,

due primarily to fewer trailers sold and lower average value of tractors sold.

As a result, our adjusted operating profits this year was $6,513,000 versus an

adjusted operating profit of $7,660,000 last year. The lower results were

mainly due to the higher net fuel cost of $1,870,000. Our adjusted operating

profit ratio was 94.6 percent compared to an adjusted operating ratio of 93.8

percent last year. Summary and outlook: Major headwinds to our improvement and

growth; this is difficulty associated with hiring, training, and training

drivers in today's environment. In 2017, our industry will be impacted by

federally mandated electronic log requirements for all drivers. Our company

has been electronic log compliant for many years and this new requirement will

have no negative impact on our drivers or how we run our business. However,

not all of our competitors can say the same and these competitors may see

significant negative impact as a result of these new regulations. Our industry

is also facing increasing costs associated with risk insurance, as some large

insurance underwriters have recently left the space completely. While this may

challenge us going forward, we believe that our size, strong financial

condition, and positive safety experience provide an opportunity to

distinguish ourselves from other competition. Management believes that all of

these industry challenges will eventually lead to an increase in industry

pricing and a continuing opportunity for private fleet acquisitions. Our

strategy going forward is to concentrate our growth effort in the markets

where we have been successful finding and retaining quality drivers with

business that will improve our efficiency, productivity, and margins. We will

also focus our efforts on improving our technology to enhance both our

drivers' and our customers' experience while working to lower our cost spots,

streamlining and automating many of our day-to-day processes. One example of

this would be our recent decision to replace and upgrade our in-cab technology

with a significantly





improved product and workflow process. We believe this will simplify our

drivers' job and improve the data we capture for our customers. With these

focuses in mind, we are optimistic that we will achieve our targeted results

for fiscal 2017. Thank you, again, for your interest in our company, and I will

now hand it back over to Thom Baker.


Thom Baker:        Thank you, Rob. While our miles and revenues were down on

the year-over-year basis, our transportation revenue per mile was up 4.7

percent from last year and, as Rob mentioned, during the year our team was

able to work with our customer base to develop a new fuel surcharge table that

helped neutralize the negative margin impact from today's low fuel prices

environment. The team also worked diligently to hire and retain drivers and as

a result, we saw some improvement in our current numbers, improving from 75

percent in fiscal 2015 to 62.4 percent in fiscal 2016. Our safety results in

fiscal 2016, while very good by industry standards, were not good by our

historical standards. While I feel good about our team as we head into fiscal

2017, we still face some very tough operating conditions. Driver hiring and

retention will only get tougher as government regulations increase and the

existing driver force continues to climb in age. Both health and liability

insurance continues to increase in cost, but I believe these challenges are

also opportunities for us, as we seek to provide our customers with safe and

superior service that allows us to grow our business with them.

At this time, we'd be happy to entertain your questions.


Operator:          At this time, we will open the floor for questions. If you

would like to ask a question, please press the "star" key followed by the

"one" key on your Touchtone phone now. Questions will be taken in the order in

which they are received. If at any time you would like to remove yourself from

the questioning queue, just press "star two."  Again, to ask a question,

please press "star one."  We are currently holding for questions. We currently

have no questions in the queue.





Thom Baker:        Well, thank you very much for your interest, and we look

forward to speaking to you again at the end of the quarter. Thank you.


Rob Sandlin:       Thank you.


Operator:          Thank you. Ladies and gentlemen, this concludes today's

teleconference. You may now disconnect.

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