March 2, 2005

Mail Stop 03-05

Via US Mail and Facsimile

Mr. Ray M. Van Landingham
Chief Financial Officer
1801 Art Museum Drive
Jacksonville, Florida 32207

Re:	Patriot Transportation Holding, Inc.
	Form 10-K for the year ended September 30, 2004
Form 10-Q for the quarter ended December 31, 2004
	Commission file #: 000-17554

Dear Mr. Van Landingham:

We have reviewed the above referenced filing and have the
following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

* * * * * * * * * * * * * * * * * * * * * * *


Form 10-K for the year ended September 30, 2004

Statements of Income

1. We note your presentation of interest expense, net on the face
of
the statements of income.  To the extent the individual amounts
are
material, please present interest income and interest expense as
separate line items in future filings, rather than using the net
presentation.  See Rule 5-03.7 and 5-03.8 of Regulation S-X.
Notes to the Financial Statements

Note 1.  Accounting Policies

2. We note that tires are accounted for as a prepaid expense and
amortized over the life of the tires.  Please supplementally tell
us
what the useful life of the tires is and if it is greater than one
year, please tell us your basis for classifying the tires as a
current asset.

Schedule II.  Valuation and Qualifying Accounts

3. We note from Schedule II that the accrued risk insurance and
accrued health insurance reserve balances at the beginning of
fiscal
year 2003 and 2004 were significantly lower than the expenses
incurred during the year.  Based on this trend, please
supplementally
tell us how you estimate the accrual recorded each period.
Additionally, tell us why you believe your reserve as of December
31,
2004 is adequate for the expected costs in 2005.

Form 10-Q for the period ended December 31, 2004

4. We note that you present a combined amount for cost of
operations
on the face of your statements of income on your Form 10-Q.  In
future filings, please break out the amount related to
transportation
and that related to real estate, to be consistent with the
presentation of revenues.

Report on Form 8-K dated December 14, 2004

5. We note the disclosure indicating that the Company may be
subject
to claims for rescission associated with the acquisition of
approximately 1,560 shares of common stock that were transferred
to
participants in the Company`s Profit Sharing and Deferred Earnings
Plan during the past twelve months. Please tell us how the shares
subject to possible rescission have been reflected in the
Company`s
December 31, 2004 balance sheet. If they have been reflected in
stockholders` equity at December 31, 2004, please explain in
detail
why you believe this classification is appropriate. We may have
further comment upon receipt of your response. Also, in future
filings, please disclose the existence of this contingency in the
notes to the Company`s financial statements.


* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments
and
provides any requested supplemental information.  Please
understand
that we may have additional comments after reviewing your
responses
to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Claire Lamoureux at 202-824-5663 or me at 202-942-
1936 if you have questions.

								Sincerely,



								Linda Cvrkel
								Branch Chief
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Patriot Transportation Holding, Inc.
March 2, 2005
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