8-K

                   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


                            January 20, 2006

                            Date of Report
                           (Date of earliest
                            event reported)


                      CONSOLIDATED-TOMOKA LAND CO.
        (exact name of registrant as specified in its charter)


 FLORIDA                       0-5556                 59-0483700
(State or other                                     (IRS Employer
  jurisdiction                                       Identification
  of incorporation)    (Commission File Number)      Number)



                 1530 Cornerstone Boulevard, Suite 100
                     Daytona Beach, Florida        32117
      (Address of principal executive offices)   (Zip Code)


                             (386)274-2202
          (Registrant's telephone number, including area code)


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))



PAGE>
                                 1


FORM 8-K, January 20, 2006
CONSOLIDATED-TOMOKA LAND CO.
COMMISSION FILE NO.  0-5556
EMPLOYER ID NO.  59-0483700


Item 8.01. Other Events.

      On January 20, 2006, Consolidated-Tomoka Land Co., issued a
press release stating the Company entered into a closing agreement
with the Internal Revenue Service resolving a previously reported
dispute related to the appropriateness of Internal Revenue Code
Section 1031 tax deferred treatment utilized by the Company for three
of its twelve sales transactions reported in its 2002 tax year.

      A copy of the press release is furnished as an exhibit to this
report.

Item 9.01. Financial Statements and Exhibits

The following exhibit is furnished herewith pursuant to Item 8.01 of
this Report.

        ( c ) Exhibits.

              99.1 Press Release issued January 20, 2006.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                            CONSOLIDATED-TOMOKA LAND CO.


Date: January 20, 2006      By:/S/Bruce W. Teeters
                            ----------------------
                            Bruce W. Teeters, Senior
                            Vice President - Finance
                            and Treasurer
                            Chief Financial Officer











                           2

EX-99

                             EXHIBIT 99.1

                            PRESS RELEASE
                        For Immediate Release

Date:       January 20, 2006
Contact:    Bruce W. Teeters, Sr. Vice President
Phone:     (386) 274-2202
Facsimile: (386) 274-1223

               CONSOLIDATED-TOMOKA LAND CO. ANNOUNCES
                SETTLEMENT OF INCOME TAX ASSESSMENT

      Daytona Beach, Florida - Consolidated-Tomoka Land Co. (AMEX-CTO)
today announced it has entered into a closing agreement with the
Internal Revenue Service (IRS) resolving a previously reported dispute
related to the appropriateness of Internal Revenue Code (IRC) Section
1031 tax deferred treatment utilized by the Company for three of its
twelve sales transactions reported in its 2002 tax year.  The
settlement, which affects tax year 2002 and all subsequent years,
relates only to transactions within the Company's Development of
Regional Impact (DRI).  The DRI includes about 10% of the Company's
acreage at December 31, 2005.  Under the closing agreement, for the
tax year 2002 the Company will reclassify approximately $780,000 of
previously deferred income taxes to income tax payable.  For tax years
after 2002, the settlement provides that, as to all DRI lands, 70% of
gains and related income taxes on sales qualifying for IRC Section
1031 will receive tax deferred treatment.  In accordance with the
settlement, amended tax returns for years 2003 and 2004, will result
in the reclassification of approximately $3,170,000 of previously
deferred income taxes to income taxes payable.

      These reclassifications from deferred to current taxes payable
do not affect any previously reported earnings.

      Bill McMunn, president and chief executive officer, stated "This
is a very important agreement in that it states the IRS position on
1031 exchanges originating within our DRI lands."  He further stated,
"Since converting long-held agricultural land into income-producing
property is the Company's primary business activity, this agreement
provides clarity in executing our current business model.

      Consolidated-Tomoka Land Co. is a Florida-based Company
primarily engaged in converting Company owned agricultural lands into
a portfolio of income properties strategically located throughout the
Southeast, and development, management, and sale of targeted real
estate properties.  Visit our website at www.consolidatedtomoka.com

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                                                             "Safe Harbor"

      Certain statements contained in this press release (other than
statements of historical fact) are forward-looking statements.  The
words "believe," "estimate," "expect," "intend," "anticipate," "will,"
"could," "may," "should," "plan," "potential," "predict," "forecast,"
"project," and similar expressions and variations thereof identify
certain of such forward-looking statements, which speak only as of the
dates on which they were made.  Forward-looking statements are made
based upon management's expectations and beliefs concerning future
developments and their potential effect upon the Company.  There can
be no assurance that future developments will be in accordance with
management's expectations or that the effect of future developments on
the Company will be those anticipated by management.

      The Company wishes to caution readers that the assumptions which
form the basis for forward-looking statements with respect to or that
may impact earnings for the year ended December 31, 2006, and
thereafter include many factors that are beyond the Company's ability
to control or estimate precisely.  These risks and uncertainties
include, but are not limited to, the market demand of the Company's
real estate parcels, income properties, timber and other products; the
impact of competitive real estate; changes in pricing by the Company
or its competitors; the costs and other effects of complying with
environmental and other regulatory requirements; losses due to natural
disasters; and changes in national, regional or local economic and
political conditions, such as inflation, deflation, or fluctuation in
interest rates.

      While the Company periodically reassesses material trends and
uncertainties affecting its results of operations and financial
condition, the Company does not intend to review or revise any
particular forward-looking statement referenced herein in light of
future events.

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