10-Q

	FORM 10-Q

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	WASHINGTON, D.C.  20549
(Mark one)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended December 31, 2011

						or

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

Commission File Number 33-26115

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

              Florida                         59-2924957
   (State or other jurisdiction of          (I.R.S. Employer
    incorporation or organization)        Identification No.)


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


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


Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X  No___

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes[ ]	No[ ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of "accelerated filer and large
accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer[ ] Accelerated filer[X] Non-
accelerated filer[ ]

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
YES[ ] NO[X]

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

On December 31, 2011 there were 9,309,051 shares of
Common Stock,
$.10 par value per share, outstanding (adjusted for 3-for-1 stock split).






PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q
QUARTER ENDED DECEMBER 31, 2011



CONTENTS

                                                                 Page No.


Preliminary Note Regarding Forward-Looking Statements                  3


Part I.  Financial Information

Item 1.  Financial Statements
   Consolidated Balance Sheets                                         4
   Consolidated Statements of Income                                   5
   Consolidated Statements of Cash Flows                               6
   Condensed Notes to Consolidated Financial Statements                7

Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations                         15

Item 3.  Quantitative and Qualitative Disclosures about Market Risks  23

Item 4.  Controls and Procedures                                      24


Part II.  Other Information

Item 1A. Risk Factors                                                 25

Item 2.  Purchase of Equity Securities by the Issuer                  25

Item 6.  Exhibits                                                     25

Signatures                                                            26

Exhibit 31  Certifications pursuant to Section 302 of the
             Sarbanes-Oxley Act of 2002                               28

Exhibit 32  Certifications pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002.                              31





Preliminary Note Regarding Forward-Looking Statements.

Certain matters discussed in this report contain forward-looking
statements that are subject to risks and uncertainties that could cause
actual results to differ materially from those indicated by such forward-
looking statements.

These forward-looking statements relate to, among other things, capital
expenditures, liquidity, capital resources and competition and may be
indicated by words or phrases such as "anticipate", "estimate", "plans",
"projects", "continuing", "ongoing", "expects", "management believes",
"the Company believes", "the Company intends" and similar words or
phrases. The following factors and others discussed in the Company's
periodic reports and filings with the Securities and Exchange Commission
are among the principal factors that could cause actual results to differ
materially from the forward-looking statements: freight demand for
petroleum products including recessionary and terrorist impacts on travel
in the Company's markets; levels of construction activity in the markets
served by our mining properties; fuel costs and the Company's ability to
recover fuel surcharges; accident severity and frequency; risk insurance
markets; driver availability and cost; the impact of future regulations
regarding the transportation industry; availability and terms of
financing; competition in our markets; interest rates, inflation and
general economic conditions; demand for flexible warehouse/office
facilities in the Baltimore-Washington-Northern Virginia area; and ability
to obtain zoning and entitlements necessary for property development.
However, this list is not a complete statement of all potential risks or
uncertainties.

These forward-looking statements are made as of the date hereof based on
management's current expectations, and the Company does not undertake an
obligation to update such statements, whether as a result of new
information, future events or otherwise. Additional information regarding
these and other risk factors may be found in the Company's other filings
made from time to time with the Securities and Exchange Commission.


PART I.  FINANCIAL INFORMATION, ITEM 1.  FINANCIAL STATEMENTS
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
(Unaudited)               (In thousands, except share data)
                                                 December 31,    September 30,
Assets                                                  2011             2011
Current assets:
 Cash and cash equivalents                          $ 19,050           21,026
 Accounts receivable (net of allowance for
  doubtful accounts of $131 and $111, respectively)    8,511            6,702
 Federal and state income taxes receivable                93               93
 Inventory of parts and supplies                         989            1,121
 Deferred income taxes                                   201              201
 Prepaid tires on equipment                            1,519            1,381
 Prepaid taxes and licenses                            1,354            1,860
 Prepaid insurance                                     1,610            2,111
 Prepaid expenses, other                                  60               85
 Assets of discontinued operations                       108              114
  Total current assets                                33,495           34,694

Property, plant and equipment, at cost               319,016          313,930
Less accumulated depreciation and depletion          107,624          104,942
  Net property, plant and equipment                  211,392          208,988

Real estate held for investment, at cost               6,848            6,848
Investment in joint venture                            7,473            7,412
Goodwill                                               1,087            1,087
Unrealized rents                                       3,720            3,604
Other assets                                           3,841            3,757
Total assets                                        $267,856          266,390

Liabilities and Shareholders' Equity
Current liabilities:
 Accounts payable                                   $  4,868            3,948
 Federal and state income taxes payable                1,014                -
 Accrued payroll and benefits                          3,196            4,992
 Accrued insurance                                     3,282            3,303
 Accrued liabilities, other                            1,080            1,053
 Long-term debt due within one year                    4,984            4,902
 Liabilities of discontinued operations                   33               34
  Total current liabilities                           18,457           18,232

Long-term debt, less current portion                  61,093           62,370
Deferred income taxes                                 16,919           16,919
Accrued insurance                                      2,548            2,548
Other liabilities                                      1,904            1,874
Commitments and contingencies (Note 8)
Shareholders' equity:
 Preferred stock, no par value;
  5,000,000 shares authorized; none issued                 -                -
 Common stock, $.10 par value;
  25,000,000 shares authorized,
  9,309,051 and 9,288,023 shares issued
  and outstanding, respectively                          931              929
 Capital in excess of par value                       39,314           38,845
 Retained earnings                                   126,659          124,642
 Accumulated other comprehensive income, net              31               31
  Total shareholders' equity                         166,935          164,447
Total liabilities and shareholders' equity          $267,856          266,390
See accompanying notes.






PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands except per share amounts)
                                    (Unaudited)

                                         THREE MONTHS
                                       ENDED DECEMBER 31,
                                          2011      2010
Revenues:
  Transportation                       $24,841    22,991
  Mining royalty land                      977     1,095
  Developed property rentals             4,541     4,177
Total revenues                          30,359    28,263

Cost of operations:
  Transportation                        23,398    21,003
  Mining royalty land                      293       339
  Developed property rentals             3,162     3,146
  Unallocated corporate                    292       587
Total cost of operations                27,145    25,075

Operating profit:
  Transportation                         1,443     1,988
  Mining royalty land                      684       756
  Developed property rentals             1,379     1,031
  Unallocated corporate                   (292)     (587)
 Total operating profit                  3,214     3,188

Gain on termination of sale contract     1,039         -
Interest income and other                    9       102
Equity in loss of joint venture             (7)        -
Interest expense                          (804)     (906)

Income before income taxes               3,451     2,384
Provision for income taxes              (1,326)     (916)
Income from continuing operations        2,125     1,468

Income from discontinued
 operations, net                            (1)    4,927

Net income                            $  2,124     6,395

Earnings per common share:
 Income from continuing operations -
  Basic                               $    .23       .16
  Diluted                             $    .23       .16
 Discontinued operations (Note 11) -
  Basic                               $      -       .53
  Diluted                             $      -       .52

Net income - basic                    $    .23       .69
Net income - diluted                  $    .23       .68

Number of shares (in thousands)
  used in computing:
  -basic earnings per common share       9,290     9,273
  -diluted earnings per common share     9,422     9,460

See accompanying notes.



PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
     THREE MONTHS ENDED DECEMBER 31, 2011 AND 2010
                                   (In thousands)
                                    (Unaudited)
                                                              2011      2010

Cash flows from operating activities:
 Net income                                                $ 2,124     6,395
 Adjustments to reconcile net income to net cash
  provided by continuing operating activities:
   Depreciation, depletion and amortization                  3,083     3,208
   Equity in loss of joint venture                               7         -
   (Gain) on sale of equipment and property                 (1,051)      (12)
   Loss (Income) from discontinued operations, net               1    (4,927)
   Stock-based compensation                                    136       132
   Net changes in operating assets and liabilities:
    Accounts receivable                                        234      (539)
    Inventory of parts and supplies                            132      (304)
    Prepaid expenses and other current assets                  894       975
    Other assets                                              (368)      363
    Accounts payable and accrued liabilities                  (870)   (2,066)
    Income taxes payable and receivable                      1,014       753
    Long-term insurance liabilities and other long-term
     liabilities                                                30        54
Net cash provided by operating activities of
  continuing operations                                      5,366     4,032
Net cash provided by operating activities of
  discontinued operations                                        4       293
Net cash provided by operating activities                    5,370     4,325

Cash flows from investing activities:
 Purchase of transportation group property and equipment    (4,789)   (1,796)
 Investments in mining royalty land segment                      -         -
 Investments in developed property rentals segment          (2,589)   (2,719)
 Investment in joint venture                                   (70)     (114)
 Proceeds from the sale of property, plant and equipment     1,069        23
 Proceeds received on note for sale of SunBelt                   -       309
Net cash used in investing activities                       (6,379)   (4,297)

Cash flows from financing activities:
 Repayment of long-term debt                                (1,195)   (1,119)
 Repurchase of Company Stock                                  (137)     (955)
 Excess tax benefits from exercises of stock options
  and vesting of restricted stock                              145       155
 Exercise of employee stock options                            220       159

Net cash used in financing activities                         (967)   (1,760)

Net decrease in cash and cash equivalents                   (1,976)   (1,732)
Cash and cash equivalents at beginning of period            21,026    17,151
Cash and cash equivalents at end of the period            $ 19,050    15,419

The Company recorded non-cash transactions in fiscal 2012 for a $2,043
receivable on previously capitalized real estate taxes on the Anacostia
property and in fiscal 2011 from an exchange of real estate of $4,941 along
with a related deferred tax liability of $1,792 and a $2,053 permanent tax
benefit on the value of donated minerals and aggregates which was recorded
as a $342 receivable and $1,711 deferred tax.

See accompanying notes.



    	 PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
	CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             DECEMBER 31, 2011
	(Unaudited)

(1) Basis of Presentation.  The accompanying consolidated financial
statements include the accounts of Patriot Transportation Holding,
Inc. and its subsidiaries (the "Company").  Investment in the 50%
owned Brooksville Joint Venture is accounted for under the equity
method of accounting.  These statements have been prepared in
accordance with accounting principles generally accepted in the
United States of America for interim financial information and the
instructions to Form 10-Q and do not include all the information
and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements.
 In the opinion of management, all adjustments (primarily
consisting of normal recurring accruals) considered necessary for a
fair statement of the results for the interim periods have been
included.  Operating results for the three months ended December
31, 2011 are not necessarily indicative of the results that may be
expected for the fiscal year ending September 30, 2012.  The
accompanying consolidated financial statements and the information
included under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" should be read in
conjunction with the Company's consolidated financial statements
and related notes included in the Company's Form 10-K for the year
ended September 30, 2011.

(2) Stock Split.  	On December 1, 2010, the board of directors
declared a 3-for-1 stock split of the Company's common stock in the
form of a stock dividend.  The record date for the split was
January 3, 2011 and the new shares were issued on January 17, 2011.
 The total authorized shares remained 25 million and par value of
common stock remained unchanged at $.10 per share.  All share and
per share information presented has been adjusted to reflect this
stock split.

(3)  Recent Accounting Pronouncements.  In June 2011, accounting
guidance was issued which requires an entity to present the total
of comprehensive income, the components of net income, and the
components of other comprehensive income either in a single
continuous statement of comprehensive income or in two separate but
consecutive statements. This guidance eliminates the option to
present the components of other comprehensive income as part of the
statement of equity.  This standard is effective for periods
beginning after December 15, 2011.  The Company has determined that
the adoption of this standard will affect the Company's disclosures
but will not have a material effect on the Company's financial
position or results of operations.

On October 1, 2011 the Company adopted accounting guidance which
provides an option for companies to use qualitative approach to
test goodwill for impairment if certain conditions are not met.
The amendment is effective for annual and interim goodwill
impairment tests performed for fiscal years beginning after
December 15, 2011, and early adoption is permitted.  The adoption
of this amended accounting guidance is not expected to have a
material effect on the Company's consolidated financial position
and results of operations.

(4) Business Segments.  The Company operates in three reportable
business segments.  The Company's operations are substantially in
the Southeastern and Mid-Atlantic states.  The transportation
segment hauls petroleum and other liquids and dry bulk commodities
by tank trailers.  The Company's real estate operations consist of
two reportable segments.  The mining royalty land segment owns real
estate including construction aggregate royalty sites and parcels held
for investment.  The developed property rentals segment acquires,
constructs, and leases office/warehouse buildings primarily in the
Baltimore/Northern Virginia/Washington area and holds real estate for
future development or related to its developments.

The Company's transportation and real estate groups operate
independently and have minimal shared overhead except for corporate
expenses.  Corporate expenses are allocated in fixed quarterly
amounts based upon budgeted and estimated proportionate cost by
segment.  Unallocated corporate expenses primarily include stock
compensation and corporate aircraft expenses.

Operating results and certain other financial data for the
Company's business segments are as follows (in thousands):

                                 Three Months ended
                                      December 31,___
                                     2011      2010
Revenues:
   Transportation                $ 24,841    22,991
   Mining royalty land                977     1,095
   Developed property rentals       4,541     4,177
                                 $ 30,359    28,263

Operating profit:
   Transportation                $  1,838     2,377
   Mining royalty land                848       909
   Developed property rentals       1,624     1,260
   Corporate expenses:
    Allocated to transportation      (395)     (389)
    Allocated to mining land         (164)     (153)
    Allocated to developed property  (245)     (229)
    Unallocated                      (292)     (587)
                                   (1,096)   (1,358)
                                 $  3,214     3,188

Interest expense:
   Mining royalty land           $     10         9
   Developed property rentals      ___794    _  897
                                 $    804       906

Capital expenditures:
   Transportation                $  4,789     1,796
   Mining royalty land                  -         -
   Developed property rentals:
     Capitalized interest             294       267
     Internal labor                   141       111
     Real estate taxes (a)         (1,607)      303
     Other costs (b)                1,718     2,038
                                 $  5,335     4,515


(a)Includes $2,043 receivable on previously capitalized real estate taxes
on the Anacostia property.
(b)Net of 1031 exchange of $4,941 for the 3 months ending December 31, 2010.

Depreciation, depletion and
amortization:
   Transportation                $  1,608     1,535
   Mining royalty land                 32        25
   Developed property rentals       1,341     1,301
   Other                              102       347
                                 $  3,083     3,208

                                             December 31,   September 30,
                                                 2011          2011
Identifiable net assets
   Transportation                             $ 41,555        39,001
   Discontinued Transportation Operations          108           114
   Mining royalty land                          28,189        28,295
   Developed property rentals                  176,854       175,618
   Cash items                                   19,050        21,026
   Unallocated corporate assets                  2,100         2,336
                                              $267,856       266,390

(5) Long-Term debt.  Long-term debt is summarized as follows (in
thousands):
                                             December 31,   September 30,
                                                 2011          2011
     5.6% to 8.6% mortgage notes
       due in installments through 2027         66,077        67,272
     Less portion due within one year            4,984         4,902
                                              $ 61,093        62,370

The Company has a $37,000,000 uncollateralized Revolving Credit
Agreement with three banks, which matures on December 13, 2013.
The Revolver bears interest at a rate of 1.00% over the selected
LIBOR, which may change quarterly based on the Company's ratio of
Consolidated Total Debt to Consolidated Total Capital, as defined.
 A commitment fee of 0.15% per annum is payable quarterly on the
unused portion of the commitment.  The commitment fee may also
change quarterly based upon the ratio described above.  The
Revolver contains limitations on availability and restrictive
covenants including limitations on paying cash dividends.  Letters
of credit in the amount of $12,082,000 were issued under the
Revolver.  As of December 31, 2011, $24,918,000 was available for
borrowing and $52,853,000 of consolidated retained earnings would
be available for payment of dividends.  The Company was in
compliance with all covenants as of December 31, 2011.

The fair values of the Company's mortgage notes payable were
estimated based on current rates available to the Company for debt
of the same remaining maturities.  At December 31, 2011, the
carrying amount and fair value of such other long-term debt was
$66,077,000 and $69,060,000, respectively.

(6) Earnings per share.  The following details the computations of
the basic and diluted earnings per common share (dollars in
thousands, except per share amounts):
                                        THREE MONTHS
                                      ENDED DECEMBER 31,
                                        2011     2010
Weighted average common shares
 outstanding during the period
 - shares used for basic
 earnings per common share             9,290    9,273

Common shares issuable under
 share based payment plans
 which are potentially dilutive          132      187

Common shares used for diluted
 earnings per common share             9,422    9,460

Net income                           $ 2,124    6,395

Earnings per common share
 Basic                               $   .23      .69
 Diluted                             $   .23      .68

For the three months ended December 31, 2011, 172,060 shares
attributable to outstanding stock options were excluded from the
calculation of diluted earnings per share because their inclusion
would have been anti-dilutive.  For the three months ended December
31 2010, 132,870 shares attributable to outstanding stock options
were excluded from the calculation of diluted earnings per common
share because their inclusion would have been anti-dilutive.


(7) Stock-Based Compensation Plans.  As more fully described in
Note 7 to the Company's notes to the consolidated financial
statements in the Company's Annual Report on Form 10-K for the year
ended September 30, 2011, the Company's stock-based compensation
plan permits the grant of stock options, stock appreciation rights,
restricted stock awards, restricted stock units, and stock awards.
 The number of common shares available for future issuance was
618,560 at December 31, 2011.

The Company recorded the following stock compensation expense in
its consolidated statements of income (in thousands):

                                      Three Months ended
                                            December 31,
                                          2011    2010
Stock option grants                      $ 136     132

A summary of changes in outstanding options is presented below (in
thousands, except share and per share amounts):

                                  Weighted  Weighted   Weighted
                        Number    Average   Average    Average
                        Of        Exercise  Remaining  Grant Date
Options                 Shares    Price     Term (yrs) Fair Value

Outstanding at
 October 1, 2011        606,025     $14.96       3.5     $ 4,216
  Granted                31,690     $22.25               $   281
  Exercised              28,041     $ 7.84               $   120
  Forfeited               3,000     $ 5.78               $    10
Outstanding at
 December 31, 2011      606,674     $15.72       3.8     $ 4,367
Exercisable at
 December 31, 2011      512,098     $13.90       2.9     $ 3,355
Vested during
 three months ended
 December 31, 2011       23,274                          $   212

The aggregate intrinsic value of exercisable in-the-money options
was $4,425,000 and the aggregate intrinsic value of all outstanding
in-the-money options was $4,425,000 based on the market closing
price of $21.70 on December 30, 2011 less exercise prices.  Gains
of $380,000 were realized by option holders during the three months
ended December 31, 2011. The realized tax benefit from options
exercised for the three months ended December 31, 2011 was
$145,000.  Total compensation cost of options granted but not yet
vested as of December 31, 2011 was $843,000, which is expected to
be recognized over a weighted-average period of 2.3 years.

(8) Contingent liabilities.  Certain of the Company's subsidiaries
are involved in litigation on a number of matters and are subject
to certain claims which arise in the normal course of business.
The Company has retained certain self-insurance risks with respect
to losses for third party liability and property damage.  There is
a reasonable possibility that the Company's estimate of vehicle and
workers' compensation liability for the transportation group or
discontinued operations may be understated or overstated but the
possible range can not be estimated.  The liability at any point in
time depends upon the relative ages and amounts of the individual
open claims.  In the opinion of management none of these matters
are expected to have a material adverse effect on the Company's
consolidated financial condition, results of operations or cash
flows.

(9) Concentrations.  The transportation segment primarily serves
customers in the industries in the Southeastern U.S. Significant
economic disruption or downturn in this geographic region or these
industries could have an adverse effect on our financial
statements.

During the first three months of fiscal 2012, the transportation
segment's ten largest customers accounted for approximately 54.0%
of the transportation segment's revenue.  One of these customers
accounted for 19.9% of the transportation segment's revenue.  The
loss of any one of these customers would have an adverse effect on
the Company's revenues and income.  Accounts receivable from the
transportation segment's ten largest customers was $3,074,000 and
$3,115,000 at December 31, 2011 and September 30, 2011
respectively.

The mining royalty land segment has one lessee that accounted for
82.3% of the segment's revenues and $88,000 of accounts receivable.
 The loss of this customer would have an adverse effect on the
segment.

The Company places its cash and cash equivalents with high credit
quality institutions.  At times such amounts may exceed FDIC
limits.

(10) Fair Value Measurements.  Fair value is defined as the price
that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date.  The fair value hierarchy prioritizes the
inputs to valuation techniques used to measure fair value into
three broad levels.  Level 1 means the use of quoted prices in
active markets for identical assets or liabilities.  Level 2 means
the use of values that are derived principally from or corroborated
by observable market data.  Level 3 means the use of inputs that
are unobservable and significant to the overall fair value
measurement.

As of December 31, 2011 the Company had no assets or liabilities
measured at fair value on a recurring basis or non-recurring basis.
 During fiscal 2011 the corporate aircraft was placed back into
service and depreciation was recommenced.  Prior to that it was
recorded at fair value based on level 2 inputs for similar assets
in the current market on a non-recurring basis as it was deemed to
be other-than-temporarily impaired.  The first quarter of fiscal
2011 included $300,000 for the impairment to estimated fair value
of the corporate aircraft.

The fair value of all other financial instruments with the
exception of mortgage notes (see Note 5) approximates the carrying
value due to the short-term nature of such instruments.

(11) Discontinued operations.  In August 2009 the Company sold its
flatbed trucking company, SunBelt Transport, Inc. ("SunBelt").
Under the agreement, the Buyer purchased all of SunBelt's tractors
and trailers, leased the SunBelt terminal facilities in
Jacksonville, Florida for 36 months at a rental of $5,000 per month
and leased the terminal facilities in South Pittsburgh, Tennessee
for 60 months at a rental of $5,000 per month with an option to
purchase the Tennessee facilities at the end of the lease for
payment of an additional $100,000.  The South Pittsburgh lease was
recorded as a sale under bargain purchase accounting.  The purchase
price received for the tractors and trailers and inventories was a
$1 million cash payment and the delivery of a Promissory Note
requiring 60 monthly payments of $130,000 each including interest
at 7%, secured by the assets of the business conveyed.  As of
September 30, 2011 the note receivable has been fully paid and the
option to purchase the South Pittsburg facility was exercised by
the buyer.  The Company retained all pre-closing receivables and
liabilities.

SunBelt has been accounted for as discontinued operations in
accordance with ASC Topic 205-20 Presentation of Financial
Statements - Discontinued Operations.   All periods presented have
been restated accordingly.

In December 2010, a subsidiary of the Company, Florida Rock
Properties, Inc., closed a bargain sale of approximately 1,777
acres of land in Caroline County, Virginia, to the Commonwealth of
Virginia, Board of Game and Inland Fisheries.  The purchase price
for the property was $5,200,000, subject to certain deductions.
The Company also donated $5,599,000 primarily for the value of
minerals and aggregates and recognized a $2,126,000 permanent tax
benefit.  The $2,126,000 permanent tax benefit was recorded to
income taxes receivable for $303,000 and offset to long-term
deferred tax liabilities of $1,823,000.  Actual realization of the
$1,823,000 in deferred taxes will depend on taxable income, income
tax rates, and income tax regulations over the 5 year carry forward
period.  The Company's book value of the property was $276,000.

A summary of discontinued operations is as follows (in thousands):

                                      Three months
                                    Ended December 31,
                                      2011     2010

Revenue                             $   15       15
Operating expenses                      16       14
Gain on sale before taxes                -    4,665
Income before income taxes          $   (1)   4,666
Provision for income taxes               -      261
Income from discontinued operations $   (1)   4,927


The components of the balance sheet are as follows:

				    December 31,   September 30,
				           2011            2011

Accounts receivable                     $     -               3

Deferred income taxes                         4               4
Property and equipment, net                 104             107
Assets of discontinued operations       $   108             114

Accounts payable                        $     1               -
Accrued payroll and benefits                  2               2
Accrued liabilities, other                    -               3
Insurance liabilities                        30              29
Liabilities of discontinued operations  $    33              34




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS


Overview - Patriot Transportation Holding, Inc. (the Company) is a
holding company engaged in the transportation and real estate
businesses.

The Company's transportation business, Florida Rock & Tank Lines,
Inc. is engaged in hauling primarily petroleum and other liquids
and dry bulk commodities in tank trailers.

The Company's real estate operations consist of two reportable
segments.  The Mining royalty land segment owns real estate
including construction aggregate royalty sites and parcels held for
investment. The Developed property rentals segment acquires,
constructs, and leases office/warehouse buildings primarily in the
Baltimore/Northern Virginia/Washington area and holds real estate
for future development or related to its developments.
Substantially all of the real estate operations are conducted
within the Southeastern and Mid-Atlantic United States.

On December 1, 2010, the board of directors declared a 3-for-1
stock split of the Company's common stock in the form of a stock
dividend.  The record date for the split was January 3, 2011 and
the new shares were issued on January 17, 2011.  All share and per
share information presented has been adjusted to reflect this stock
split.

The Company's operations are influenced by a number of external and
internal factors.  External factors include levels of economic and
industrial activity in the United States and the Southeast, driver
availability and cost, regulations regarding driver qualifications
and hours of service, petroleum product usage in the Southeast
which is driven in part by tourism and commercial aviation, fuel
costs, construction activity, aggregates sales by lessees from the
Company's mining properties, interest rates, market conditions and
attendant prices for casualty insurance, demand for commercial
warehouse space in the Baltimore-Washington-Northern Virginia area,
and ability to obtain zoning and entitlements necessary for
property development.  Internal factors include revenue mix,
capacity utilization, auto and workers' compensation accident
frequencies and severity, other operating factors, administrative
costs, group health claims experience, and construction costs of
new projects.  There is a reasonable possibility that the Company's
estimate of vehicle and workers' compensation liability for the
transportation group or discontinued operations may be understated
or overstated but the possible range can not be estimated.  The
liability at any point in time depends upon the relative ages and
amounts of the individual open claims.  Financial results of the
Company for any individual quarter are not necessarily indicative
of results to be expected for the year.

Discontinued Operations. In August 2009 the Company sold its
flatbed trucking company, SunBelt Transport, Inc. ("SunBelt").
Under the agreement, the buyer purchased all of SunBelt's tractors
and trailers, leased the SunBelt terminal facilities in
Jacksonville, Florida for 36 months at a rental of $5,000 per month
and leased the terminal facilities in South Pittsburgh, Tennessee
for 60 months at a rental of $5,000 per month with an option to
purchase the Tennessee facilities at the end of the lease for
payment of an additional $100,000.  The South Pittsburgh lease was
recorded as a sale under bargain purchase accounting.  The purchase
price received for the tractors and trailers and inventories was a
$1 million cash payment and the delivery of a Promissory Note
requiring 60 monthly payments of $130,000 each including interest
at 7%, secured by the assets of the business conveyed.  As of
September 30, 2011 the note receivable has been fully paid and the
option to purchase the South Pittsburg facility was exercised by
the buyer.  The Company retained all pre-closing receivables and
liabilities.  SunBelt has been accounted for as discontinued
operations in accordance with ASC Topic 205-20 Presentation of
Financial Statements - Discontinued Operations.  All periods
presented have been restated accordingly.

In December 2010, a subsidiary of the Company, Florida Rock
Properties, Inc., closed a bargain sale of approximately 1,777
acres of land in Caroline County, Virginia, to the Commonwealth of
Virginia, Board of Game and Inland Fisheries.  The purchase price
for the property was $5,200,000, subject to certain deductions.
The Company also donated $5,599,000 primarily for the value of
minerals and aggregates and recognized a $2,126,000 permanent tax
benefit.  The $2,126,000 permanent tax benefit was recorded to
income taxes receivable for $303,000 and offset to long-term
deferred tax liabilities of $1,823,000.  Actual realization of the
$1,823,000 in deferred taxes will depend on taxable income, income
tax rates, and income tax regulations over the 5 year carry forward
period.  The Company's book value of the property was $276,000.
Caroline County has been accounted for as discontinued operations
in accordance with ASC Topic 205-20 Presentation of Financial
Statements - Discontinued Operations. All periods presented have
been restated accordingly.


Comparative Results of Operations for the Three months ended
December 31, 2011 and 2010

Consolidated Results - Net income for the first quarter of fiscal
2012 was $2,124,000 compared to $6,395,000 for the same period last
year.  Diluted earnings per common share for the first quarter of
fiscal 2012 were $.23 compared to $.68 for the same quarter last
year.  Income from continuing operations increased $657,000
primarily due to a gain of $1,039,000 on the receipt of non-
refundable deposits related to the termination of an agreement to
sell the Company's Windlass Run Residential property.  Income from
discontinued operations favorably impacted the first quarter of
fiscal 2011 due to a book gain on the exchange of property of
$4,926,000 after tax or $.52 per diluted share.  Transportation
segment results were impacted by increased health insurance claims,
vehicle repairs, tire prices and the cost of growth initiatives.
Health insurance claims and vehicle repairs were lower than usual
in the first quarter of last year.  The mining royalty land
segment's results were lower due to a shift in production at two
locations reducing the share of mining on the property owned by the
Company partially offset by reduced professional fees.  The
Developed property rentals segment's results were higher due to
higher occupancy and increased capitalization of property taxes
partially offset by higher maintenance costs.


Transportation Results
                                    Three months ended December 31
(dollars in thousands)             ___2011     %      2010     %_

Transportation revenue             $ 20,316   82%    19,624   85%
Fuel surcharges                       4,525   18%     3,367   15%

Revenues                             24,841  100%    22,991  100%

Compensation and benefits             8,782   35%     8,454   37%
Fuel expenses                         5,880   24%     4,746   20%
Insurance and losses                  1,995    8%     1,649    7%
Depreciation expense                  1,575    6%     1,506    6%
Other, net                            2,764   11%     2,250   10%
Sales, general & administrative       2,007    8%     2,009    9%
Allocated corporate expenses       _____395    2%    ___389    2%

Cost of operations                   23,398   94%    21,003   91%

Operating profit                   $  1,443    6%     1,988    9%


Transportation segment revenues were $24,841,000 in the first
quarter of fiscal 2012, an increase of $1,850,000 over the same
quarter last year.  Revenue miles in the current quarter were up
1.8% compared to the first quarter of fiscal 2011 due to business
growth and a longer average haul length.  Fuel surcharge revenue
increased $1,158,000.  Excluding fuel surcharges, revenue per mile
increased 1.7% over the same quarter last year.  The average price
paid per gallon of diesel fuel increased by $.68 or 23.3% over the
same quarter in fiscal 2011.

The Transportation segment's cost of operations was $23,398,000 in
the first quarter of fiscal 2012, an increase of $2,395,000 over
the same quarter last year.  The Transportation segment's cost of
operations in the first quarter of fiscal 2012 as a percentage of
revenue was 94% compared to 91% in the first quarter of 2011.
Compensation and benefits increased $328,000 or 3.9% compared to
the same quarter last year primarily due to a driver pay increase,
the increase in miles driven, and increased driver hiring.  Fuel
surcharge revenue increased $1,158,000 while fuel cost increased by
$1,134,000 leaving a positive impact to operating profit of
$24,000.  There is a time lag between changes in fuel prices and
surcharges and often fuel costs change more rapidly than the market
indexes used to determine fuel surcharges, particularly when the
price falls.  Insurance and losses increased $346,000 compared to
the same quarter last year primarily due to lower than expected
health insurance claims in the same quarter last year.
Depreciation expense increased $69,000 due to more trucks in
service. Other expense increased $514,000 due to higher vehicle
repair costs, increased tire prices, increased miles driven, and
growth initiatives. Selling general and administrative costs
decreased $2,000 compared to the same quarter last year.  Allocated
corporate expenses increased $6,000.


Mining Royalty Land Results

                                   Three months ended December 31
(dollars in thousands)             ___2011     %      2010     %_

Mining royalty land revenue        $    977  100%     1,095  100%

Property operating expenses              68    7%       124   11%
Depreciation and depletion               32    3%        25    2%
Management Company indirect              29    3%        37    4%
Allocated corporate expense             164   17%       153   14%

Cost of operations                      293   30%       339   31%

Operating profit                   $    684   70%       756   69%

Mining royalty land segment revenues for the first quarter of
fiscal 2012 were $977,000, a decrease of $118,000 or 10.8% over the
same quarter last year, due to a shift in production at two
locations reducing the share of mining on the property owned by the
Company.

The mining royalty land segment's cost of operations was $293,000
in the first quarter of fiscal 2012, a decrease of $46,000 over the
same quarter last year due primarily to reduced professional fees.


Developed Property Rentals Results

                                   Three months ended December 31
(dollars in thousands)             ___2011     %      2010     %_

Developed property rentals revenue $  4,541  100%     4,177  100%

Property operating expenses           1,216   27%     1,281   31%
Depreciation and amortization         1,341   30%     1,301   31%
Management Company indirect             360    8%       335    8%
Allocated corporate expense             245    5%       229    5%

Cost of operations                    3,162   70%     3,146   75%

Operating profit                   $  1,379   30%     1,031   25%


Developed property rentals segment revenues for the first quarter
of fiscal 2012 were $4,541,000, an increase of $364,000 or 8.7% due
to higher occupancy.  Occupancy at December 31, 2011 was 82.8% as
compared to 76.5% at December 31, 2010.

Developed property segment's cost of operations was $3,162,000 in
the first quarter of fiscal 2012, an increase of $16,000 or .5%
over the same quarter last year.  Property operating expenses
decreased $65,000 due to increased capitalization of property
taxes, lower professional fees and snow removal costs partially
offset by higher maintenance costs.  Depreciation and amortization
increased $40,000 primarily due to tenant improvements.  Management
Company indirect expenses (excluding internal allocations for lease
related property management fees) increased $25,000.  Allocated
corporate expenses increased $16,000.


Consolidated Results

Operating Profit - Consolidated operating profit was $3,214,000 in
the first quarter of fiscal 2012, an increase of $26,000 or .8%
compared to $3,188,000 in the same period last year.  Operating
profit in the transportation segment decreased $545,000 or 27.4%
primarily due to increased health insurance claims, vehicle
repairs, tire prices and the cost of growth initiatives.  Health
insurance claims and vehicle repairs were lower than usual in the
first quarter of last year.  Operating profit in the mining royalty
land segment decreased $72,000 or 9.5% due to a shift in production
at two locations reducing the share of mining on the property owned
by the Company partially offset by reduced professional fees.
Operating profit in the Developed property rentals segment
increased $348,000 or 33.8% due to higher occupancy and increased
capitalization of property taxes partially offset by higher
maintenance costs.  Consolidated operating profit includes
corporate expenses not allocated to any segment in the amount of
$292,000 in the first quarter of fiscal 2012, a decrease of
$295,000 compared to the same period last year which included an
adjustment to the fair value of the corporate aircraft of $300,000.

Gain on termination of sale contract - The current quarter includes
a gain of $1,039,000 on the receipt of non-refundable deposits
related to the termination of an agreement to sell the Company's
Windlass Run Residential property.

Interest income and other - Interest income and other decreased
$93,000 over the same quarter last year due to the prepayment of
notes receivable from the sale of SunBelt Transport.

Interest expense - Interest expense decreased $102,000 over the
same quarter last year due to declining mortgage interest expense
and higher capitalized interest.

Income taxes - Income tax expense increased $410,000 over the same
quarter last year due to higher earnings.

Income from continuing operations - Income from continuing
operations was $2,125,000 or $.23 per diluted share in the first
quarter of fiscal 2012, an increase of 44.8% compared to $1,468,000
or $.16 per diluted share for the same period last year.  The
$657,000 increase was primarily due to a pretax gain of $1,039,000
on the receipt of non-refundable deposits related to the
termination of an agreement to sell the Company's Windlass Run
Residential property.

Discontinued operations - The after tax loss from discontinued
operations for the first quarter of fiscal 2012 was $1,000 versus
income of $4,927,000 for the same period last year.  Diluted
earnings per share on discontinued operations for the first quarter
of fiscal 2012 was $.00 compared to $.52 in the first quarter of
fiscal 2011.  The first quarter of fiscal 2011 included a book gain
on the exchange of property of $4,926,000 after tax or $.52 per
diluted share.

Net income - Net income for the first quarter of fiscal 2012 was
$2,124,000 compared to $6,395,000 for the same period last year.
Diluted earnings per common share for the first quarter of fiscal
2012 were $.23 compared to $.68 for the same quarter last year.
Income from continuing operations increased $657,000 primarily due
to a pretax gain of $1,039,000 on the receipt of non-refundable
deposits related to the termination of an agreement to sell the
Company's Windlass Run Residential property.  Income from
discontinued operations favorably impacted the first quarter of
fiscal 2011 due to a book gain on the exchange of property of
$4,926,000 after tax or $.52 per diluted share.  Transportation
segment results were impacted by increased health insurance claims,
vehicle repairs, tire prices and the cost of growth initiatives.
Health insurance claims and vehicle repairs were lower than usual
in the first quarter of last year.  The mining royalty land
segment's results were lower due to a shift in production at two
locations reducing the share of mining on the property owned by the
Company partially offset by reduced professional fees.  The
Developed property rentals segment's results were higher due to
higher occupancy and increased capitalization of property taxes
partially offset by higher maintenance costs.


Liquidity and Capital Resources. For the first three months of
fiscal 2012 cash decreased $1,976,000.  The Company used cash
provided by operating activities of continuing operations of
$5,366,000, proceeds from the sale of plant, property and equipment
of $1,069,000, proceeds from the exercise of employee stock options
of $220,000, excess tax benefits from the exercise of stock options
of $145,000, and cash balances to purchase $4,789,000 in
transportation equipment, to expend $2,589,000 in real estate
development, to invest $70,000 in the Brooksville Joint Venture, to
make $1,195,000 scheduled payments on long-term debt and to
repurchase Company stock for $137,000.  Cash provided by the
operating activities of discontinued operations was $4,000.

Cash flows from operating activities for the first three months of
fiscal 2012 were $1,045,000 higher than the same period last year
primarily due to a temporary increase in payables and tax
liabilities.

Cash flows used in investing activities for the first three months
of fiscal 2012 were $2,082,000 higher reflecting the increased
purchase of transportation equipment for growth and replacement
partially offset by a pretax gain of $1,039,000 on the receipt of
non-refundable deposits related to the termination of an agreement
to sell the Company's Windlass Run Residential property.

Cash flows used in financing activities for the first three months
of fiscal 2012 were $793,000 lower than the same period last year
due to reduced repurchases of Company stock.

In August 2009 the Company sold its flatbed trucking company,
SunBelt Transport, Inc. ("SunBelt"). The purchase price received
for the tractors and trailers and inventories was a $1 million cash
payment and the delivery of a Promissory Note requiring 60 monthly
payments of $130,000 each including 7% interest, secured by the
assets of the business conveyed.  As of September 30, 2011 the note
receivable has been fully paid and the option to purchase the South
Pittsburg facility was completed.  The Company retained all pre-
closing receivables and liabilities.  SunBelt has been accounted
for as discontinued operations.  All periods presented have been
restated accordingly.

In December 2010, a subsidiary of the Company, Florida Rock
Properties, Inc., closed a bargain sale of approximately 1,777
acres of land in Caroline County, Virginia, to the Commonwealth of
Virginia, Board of Game and Inland Fisheries.  The purchase price
for the property was $5,200,000, subject to certain deductions.
The Company also donated $5,599,000 primarily for the value of
minerals and aggregates and recognized a $2,126,000 permanent tax
benefit.  The $2,126,000 permanent tax benefit was recorded to
income taxes receivable for $303,000 and offset to long-term
deferred tax liabilities of $1,823,000.  Actual realization of the
$1,823,000 in deferred taxes will depend on taxable income, income
tax rates, and income tax regulations over the 5 year carry forward
period.  The Company's book value of the property was $276,000.
The Caroline County property has been accounted for as a
discontinued operation and all periods presented have been restated
accordingly.  The Company used all the proceeds in a 1031 exchange
to purchase Hollander 95 Business Park in a foreclosure sale
auction through a qualified intermediary.  Hollander 95 Business
Park, in Baltimore City, Maryland, closed on October 22, 2010 by a
1031 intermediary for a purchase price totaling $5,750,000.  This
property consists of an existing 82,800 square foot warehouse
building (33.8% occupied) with an additional 42 acres of partially
developed land with a development capacity of 490,000 square feet
(a mix of warehouse, office, hotel and flex buildings).

The Company has a $37,000,000 uncollateralized Revolving Credit
Agreement with three banks, which matures on December 13, 2013.
The Revolver contains limitations on availability and restrictive
covenants including limitations on paying cash dividends.  Letters
of credit in the amount of $12,082,000 were issued under the
Revolver.  As of December 31, 2011, $24,918,000 was available for
borrowing and $52,853,000 of consolidated retained earnings would
be available for payment of dividends.  The Company was in
compliance with all covenants as of December 31, 2011.

The Company had $12,082,000 of irrevocable letters of credit
outstanding as of December 31, 2011.  Most of the letters of credit
are irrevocable for a period of one year and are automatically
extended for additional one-year periods until notice of non-
renewal is received from the issuing bank not less than thirty days
before the expiration date.  These were issued for insurance
retentions and to guarantee certain obligations to state agencies
related to real estate development.  The Company issued replacement
letters of credit through the Revolver to reduce fees.

The Board of Directors has authorized Management to repurchase
shares of the Company's common stock from time to time as
opportunities arise.  During the first three months of fiscal 2012
the Company repurchased 7,013 shares for $137,000.  As of December
31, 2011, $4,093,000 was authorized for future repurchases of
common stock.  The Company does not currently pay any cash
dividends on common stock.

While the Company is affected by environmental regulations, such
regulations are not expected to have a major effect on the
Company's capital expenditures or operating results.


Summary and Outlook.  Transportation segment miles for this year
were 1.8% higher than last year.  The Company continues to succeed
in adding drivers and customers and anticipates increasing segment
miles during fiscal 2012.

Operating profit from the leasing of developed buildings has been
unfavorably impacted by vacancy representing 10.2% of the entire
portfolio at two buildings in Delaware impacted by automobile plant
closings and the residential housing downturn and the two parks
that each have only one building completed.  Overall occupancy has
increased from 79.8% to 82.8% (both periods including 104,226
square feet or 3.6% for temporary storage under a less than full
market lease rate) over last fiscal year end as the market for new
tenants appears to have improved and traffic for vacant space has
increased.  The Company is not presently engaged in the
construction of any new buildings.

Windlass Run Residential (previously Bird River), located in
southeastern Baltimore County, Maryland, is a 121 acre tract of
land adjacent to and west of our Windlass Run Business Park.  The
property was rezoned in September 2007 to allow for additional
density and plans are being pursued to obtain an appropriate
product mix.  In July 2008, the Company entered into an agreement
to sell the property at a purchase price of $25,075,000 and closing
was scheduled to occur in the first quarter of calendar 2012.  The
purchaser had placed non-refundable deposits of $1,000,000 under
this contract in escrow.  Preliminary approval for the development
as originally contemplated was previously received and the time for
any appeals from that approval has expired.  In October 2011 the
purchaser terminated its agreement to purchase the property and
released the $1,000,000 escrow deposit to the company's subsidiary,
FRP Bird River, LLC. along with 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.

In July 2011 the Company executed a Letter of Intent with
MidAtlantic Realty Partners, LLC. ("MRP") for the formation of a
joint venture to develop the first phase of the four-phase Master
Development known as RiverFront on the Anacostia in Washington,
D.C. adjacent to the Washington Nationals baseball stadium.  On
December 1, 2011 the parties submitted to the District of Columbia
authorities a modification to the existing approved plan for the
Master Development to change phase I from an office building to
nearly 300,000 square foot residential apartment building including
some retail.  This scenario contemplates the parties will enter
into a formal joint venture agreement wherein the Company will
contribute the land comprising phase I to the joint venture in
return for a fifty percent (50%) interest in the venture.  MRP will
contribute $4,500,000 equity capital and prior to construction the
venture will raise approximately $9,000,000 in additional equity
capital and obtain a nonrecourse loan for the balance of the
estimated construction and lease up costs.  This plan contemplates
commencement of construction in the spring of 2013 with lease up
scheduled between February 2015 and August of 2016. The Letter of
Intent contemplates additional incentive promotional returns to MRP
but only after FRP and MRP have received a stipulated cumulative
return on their contributed capital.  The Letter of Intent
contemplates no commitments or obligations between the parties with
respect to Phases II, III and IV of the Master Development Plan.
Negotiations are ongoing with MRP with regard to the final
governing documents for the joint venture project.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISKS

The Company is exposed to market risk from changes in interest
rates. For its cash and cash equivalents, a change in interest
rates affects the amount of interest income that can be earned.
For its debt instruments with variable interest rates, changes in
interest rates affect the amount of interest expense incurred.  The
Company prepared a sensitivity analysis of its cash and cash
equivalents to determine the impact of hypothetical changes in
interest rates on the Company's results of operations and cash
flows.  The interest-rate analysis assumed a 50 basis point adverse
change in interest rates on all cash and cash equivalents.
However, the interest-rate analysis did not consider the effects of
the reduced level of economic activity that could exist in such an
environment.  Based on this analysis, management has concluded that
a 50 basis point adverse move in interest rates on the Company's
cash and cash equivalents would have an immaterial impact on the
Company's results of operations and cash flows.


ITEM 4.  CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the
Company's reports under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules
and forms, and that such information is accumulated and
communicated to management, including the Company's Chief Executive
Officer ("CEO"), Chief Financial Officer ("CFO"), and Chief
Accounting Officer ("CAO"), as appropriate, to allow timely
decisions regarding required disclosure.

The Company also maintains a system of internal accounting controls
over financial reporting that are designed to provide reasonable
assurance to the Company's management and Board of Directors
regarding the preparation and fair presentation of published
financial statements.

All control systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving the
desired control objectives.

As of December 31, 2011, the Company, under the supervision and
with the participation of the Company's management, including the
CEO, CFO and CAO, carried out an evaluation of the effectiveness of
the design and operation of the Company's disclosure controls and
procedures.  Based on this evaluation, the Company's CEO, CFO and
CAO concluded that the Company's disclosure controls and procedures
are effective in alerting them in a timely manner to material
information required to be included in periodic SEC filings.

There have been no changes in the Company's internal controls over
financial reporting during the first three months that have
materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.



PART II.  OTHER INFORMATION

Item 1A.	 RISK FACTORS

In addition to the other information set forth in this report,
you should carefully consider the factors discussed in Part I,
"Item 1A. Risk Factors" in our Annual Report on Form 10-K for the
year ended September 30, 2011, which could materially affect our
business, financial condition or future results.  The risks
described in our Annual Report on Form 10-K are not the only
risks facing our Company.  Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial
also may materially adversely affect our business, financial
condition and/or operating results.

Item 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER
                                      (c)
                                      Total
                                      Number of
                                      Shares       (d)
                                      Purchased    Approximate
             (a)                      As Part of   Dollar Value of
             Total       (b)          Publicly     Shares that May
             Number of   Average      Announced    Yet Be Purchased
             Shares      Price Paid   Plans or     Under the Plans
Period       Purchased   per Share    Programs     or Programs (1)
October 1
through
October 31       1,200    $   19.33            0      $ 4,207,000

November 1
through
November 30      3,213    $   19.62            0      $ 4,144,000

December 1
through
December 31      2,600    $   19.60            0      $ 4,093,000

Total            7,013    $   19.56            0

(1) On February 19, 2008, the Board of Directors authorized
management to expend up to an additional $5,000,000 to repurchase
shares of the Company's common stock from time to time as
opportunities arise.  As of December 31, 2011, $4,093,000 was
authorized for future repurchases of common stock.

Item 6.  EXHIBITS

(a)	Exhibits.  The response to this item is submitted as a
separate Section entitled "Exhibit Index", on page 29.



                           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 thereunto duly authorized.

February 1, 2012           PATRIOT TRANSPORTATION HOLDING, INC.


                           Thompson S. Baker II
                           Thompson S. Baker II
                           President and Chief Executive
                            Officer


                           John D. Milton, Jr.
                           John D. Milton
                           Executive Vice President, Treasurer,
                            Secretary and Chief
                            Financial Officer


                           John D. Klopfenstein
                           John D. Klopfenstein
                           Controller and Chief
                            Accounting Officer





      PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2011
EXHIBIT INDEX



 (14)   		Financial Code of Ethical Conduct between the Company,
Chief Executive Officers and Financial Managers, as
revised on January 28, 2004, which is available on the
Company's website at www.patriottrans.com.

(31)(a)		Certification of Thompson S. Baker II.
(31)(b)		Certification of John D. Milton, Jr.
(31)(c)		Certification of John D. Klopfenstein.

(32)   		Certification of Chief Executive Officer, Chief
Financial Officer, and Chief Accounting Officer under
Section 906 of the Sarbanes-Oxley Act of 2002.

EX-31

CERTIFICATIONS                                             Exhibit 31(a)

I, Thompson S. Baker II, certify that:

1.	I have reviewed this report on Form 10-Q of Patriot Transportation Holding,
Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4.	The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a)	designed such disclosure controls and procedures, or caused such disclosure
controls to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosures controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d)	disclosed in this report any changes in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial report;
and
5.	The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of registrant's board
of directors(or persons performing the equivalent functions):
a)	all significant deficiencies in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and
b)	any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: February 1, 2012                        /s/Thompson S. Baker II
                                              President and Chief Executive
                                                Officer

EX-31

CERTIFICATIONS                                             Exhibit 31(b)

I, John D. Milton, certify that:

1.	I have reviewed this report on Form 10-Q of Patriot Transportation Holding,
Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4.	The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a)	designed such disclosure controls and procedures, or caused such disclosure
controls to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosures controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d)	disclosed in this report any changes in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial report;
and
5.	The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of registrant's board
of directors(or persons performing the equivalent functions):
a)	all significant deficiencies in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and
b)	any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: February 1, 2012                  /s/John D. Milton, Jr.
                                        Executive Vice President, Treasurer,
                                        Secretary and Chief Financial Officer

EX-31

CERTIFICATIONS                                             Exhibit 31(c)

I, John D. Klopfenstein, certify that:

1.	I have reviewed this report on Form 10-Q of Patriot Transportation Holding,
Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4.	The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a)	designed such disclosure controls and procedures, or caused such disclosure
controls to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosures controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d)	disclosed in this report any changes in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial report;
and
5.	The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of registrant's board
of directors(or persons performing the equivalent functions):
a)	all significant deficiencies in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and
b)	any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: February 1, 2012                  /s/John D. Klopfenstein
                                        Controller and Chief Accounting
                                         Officer

EX-32

                                                                  Exhibit  32


CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the
undersigned certifies that this periodic report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and that information contained in this periodic report fairly
presents, in all material respects, the financial condition and results
of operations of Patriot Transportation Holding, Inc.

February 1, 2012                           PATRIOT TRANSPORTATION HOLDING, INC.



                                           THOMPSON S. BAKER II
                                           Thompson S. Baker II
                                           President and Chief Executive
                                           Officer


                                           JOHN D. MILTON, JR._
                                           John D. Milton
                                           Executive Vice President,
                                           Treasurer, Secretary and
                                           Chief Financial Officer


                                           JOHN D. KLOPFENSTEIN
                                           John D. Klopfenstein
                                           Controller and Chief
                                           Accounting Officer


A signed original of this written statement required by Section 906 has been
provided to Patriot Transportation Holding, Inc. and will be retained by
Patriot Transportation Holding, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.

The foregoing certification accompanies the issuer's Quarterly report on
Form 10-Q and is not filed as provided in SEC Release Nos. 33-8212, 34-4751
and IC-25967, dated June 30, 2003.

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Business Segments

3 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Business Segments

(4) Business Segments. The Company operates in three reportable business segments. The Company’s operations are substantially in the Southeastern and Mid-Atlantic states. The transportation segment hauls petroleum and other liquids and dry bulk commodities by tank trailers. The Company’s real estate operations consist of two reportable segments. The mining royalty land segment owns real estate including construction aggregate royalty sites and parcels held for investment. The developed property rentals segment acquires, constructs, and leases office/warehouse buildings primarily in the Baltimore/Northern Virginia/Washington area and holds real estate for future development or related to its developments.

The Company’s transportation and real estate groups operate independently and have minimal shared overhead except for corporate expenses. Corporate expenses are allocated in fixed quarterly amounts based upon budgeted and estimated proportionate cost by segment. Unallocated corporate expenses primarily include stock compensation and corporate aircraft expenses.

Operating results and certain other financial data for the Company’s business segments are as follows (in thousands):

	Three Months ended
	December 31,
	2011	2010
Revenues:
Transportation	$24,841	22,991
Mining royalty land	977	1,095
Developed property rentals	4,541	4,177
	$30,359	28,263
Operating profit:
Transportation	$ 1,838	2,377
Mining royalty land	848	909
Developed property rentals	1,624	1,260
Corporate expenses:
Allocated to transportation	(395)	(389)
Allocated to mining land	(164)	(153)
Allocated to developed property	(245)	(229)
Unallocated	(292)	(587)
	(1,096)	(1,358)
	$ 3,214	3,188
Interest expense:
Mining royalty land	$    10	9
Developed property rentals	794	897
	$   804	906
Capital expenditures:
Transportation	$ 4,789	1,796
Mining royalty land	-	-
Developed property rentals:
Capitalized interest	294	267
Internal labor	141	111
Real estate taxes (a)	(1,607)	303
Other costs (b)	1,718	2,038
	$ 5,335	4,515
(a)Includes $2,043 receivable on previously capitalized real estate taxes
on the Anacostia property
(b)Net of 1031 exchange of $4,941 for the 3 months ending December 31, 2010
Depreciation, depletion and
amortization:
Transportation	$ 1,608	1,535
Mining royalty land	32	25
Developed property rentals	1,341	1,301
Other	102	347
	$ 3,083	3,208

	December 31,	September 30,
	2011	2011
Identifiable net assets
Transportation	$      41,555	39,001
Discontinued Transportation Operations	108	114
Mining royalty land	28,189	28,295
Developed property rentals	176,854	175,618
Cash items	19,050	21,026
Unallocated corporate assets	2,100	2,336
	$     267,856	266,390

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Recent Accounting Pronouncements

3 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Recent Accounting Pronouncements

(3) Recent Accounting Pronouncements. In June 2011, accounting guidance was issued which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of equity. This standard is effective for periods beginning after December 15, 2011. The Company has determined that the adoption of this standard will affect the Company’s disclosures but will not have a material effect on the Company’s financial position or results of operations.

On October 1, 2011 the Company adopted accounting guidance which provides an option for companies to use qualitative approach to test goodwill for impairment if certain conditions are not met. The amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, and early adoption is permitted. The adoption of this amended accounting guidance is not expected to have a material effect on the Company’s consolidated financial position and results of operations.

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Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Sep. 30, 2011
Current assets:
Cash and cash equivalents	$ 19,050	$ 21,026
Accounts receivable, net of allowance for doubtful accounts of $131 and $111, respectively	8,511	6,702
Federal and state income taxes receivable	93	93
Inventory of parts and supplies	989	1,121
Deferred income taxes	201	201
Prepaid tires on equipment	1,519	1,381
Prepaid taxes and licenses	1,354	1,860
Prepaid insurance	1,610	2,111
Prepaid expenses, other	60	85
Assets to be disposed of	108	114
Total current assets	33,495	34,694
Property, plant and equipment, at cost	319,016	313,930
Less accumulated depreciation and depletion	107,624	104,942
Net property, plant and equipment	211,392	208,988
Real estate held for investment, at cost	6,848	6,848
Investment in joint venture	7,473	7,412
Goodwill	1,087	1,087
Unrealized rents	3,720	3,604
Other assets	3,841	3,757
Total assets	267,856	266,390
Current liabilities:
Accounts payable	4,868	3,948
Federal and state income taxes payable	1,014	0
Accrued payroll and benefits	3,196	4,992
Accrued insurance	3,282	3,303
Accrued liabilities, other	1,080	1,053
Long-term debt due within one year	4,984	4,902
Liabilities of discontinued operations	33	34
Total current liabilities	18,457	18,232
Long-term debt, less current portion	61,093	62,370
Deferred income taxes	16,919	16,919
Accrued insurance	2,548	2,548
Other liabilities	1,904	1,874
Shareholders' equity:
Preferred stock, no par value; 5,000,000 shares authorized	0	0
Common stock, $.10 par value; 25,000,000 shares authorized, 9,309,051 and 9,288,023 shares issued	931	929
Capital in excess of par value	39,314	38,845
Retained earnings	126,659	124,642
Accumulated other comprehensive income, net	31	31
Total shareholders' equity	166,935	164,447
Total liabilities and shareholders' equity	$ 267,856	$ 266,390

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Basis of Presentation

3 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Basis of Presentation

(1) Basis of Presentation. The accompanying consolidated financial statements include the accounts of Patriot Transportation Holding, Inc. and its subsidiaries (the “Company”). Investment in the 50% owned Brooksville Joint Venture is accounted for under the equity method of accounting. These statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (primarily consisting of normal recurring accruals) considered necessary for a fair statement of the results for the interim periods have been included. Operating results for the three months ended December 31, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2012. The accompanying consolidated financial statements and the information included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the Company's consolidated financial statements and related notes included in the Company’s Form 10-K for the year ended September 30, 2011.

In connection with the presentation adopted in March, 2010 of our real estate operations as two reportable segments, two properties in Washington, D.C. and two properties in Duval County, Florida were reclassified out of the Royalties and rent division and the division was renamed the Mining royalty land segment. Historical results have been reclassified to conform to the new segment presentation.

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Stock Split

3 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Stock Split

(2) Stock Split. On December 1, 2010, the board of directors declared a 3-for-1 stock split of the Company’s common stock in the form of a stock dividend. The record date for the split was January 3, 2011 and the new shares were issued on January 17, 2011. The total authorized shares remained 25 million and par value of common stock remained unchanged at $.10 per share. All share and per share information presented has been adjusted to reflect this stock split.

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Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2011	Sep. 30, 2011
Statement of Financial Position [Abstract]
Accounts receivable allowance for doubtful accounts	$ 131	$ 111
Preferred stock, par value	$ 0	$ 0
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.10	$ 0.10
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	9,309,051	9,288,023

XML

Document and Entity Information	3 Months Ended
	Dec. 31, 2011
Document And Entity Information
Entity Registrant Name	PATRIOT TRANSPORTATION HOLDING INC.
Entity Central Index Key	0000844059
Document Type	10-Q
Document Period End Date	Dec. 31, 2011
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding	9,309,051
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2012

XML

Statements of Operations (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Revenues:
Transportation	$ 24,841	$ 22,991
Mining royalty land	977	1,095
Developed property rentals	4,541	4,177
Total revenues	30,359	28,263
Cost of operations:
Transportation	23,398	21,003
Cost of Operations Mining royalty land	293	339
Cost of Operations Developed property rentals	3,162	3,146
Unallocated corporate	292	587
Total cost of operations	27,145	25,075
Operating profit:
Operating profit Transportation	1,443	1,988
Operating profit Mining royalty land	684	756
Operating profit Developed property rentals	1,379	1,031
Unallocated corporate	(292)	(587)
Total operating profit	3,214	3,188
Gain on termination of sale contract	1,039	0
Interest income and other	9	102
Equity in loss of joint venture	(7)	0
Interest expense	(804)	(906)
Income before income taxes	3,451	2,384
Provision for income taxes	(1,326)	(916)
Income from continuing operations	2,125	1,468
Income from discontinued operations	(1)	4,927
Net income	$ 2,124	$ 6,395
Basic earnings per common share
Continuing operations	$ 0.23	$ 0.16
Discontinued operations	$ 0.00	$ 0.53
Net income	$ 0.23	$ 0.69
Diluted earnings per common share
Continuing operations	$ 0.23	$ 0.16
Discontinued operations	$ 0.00	$ 0.52
Net income	$ 0.23	$ 0.68
Number of shares (in thousands) used in computing:
-basic earnings per common share	9,290	9,273
-diluted earnings per common share	9,422	9,460

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Stock-Based Compensation Plans

3 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Stock-Based Compensation Plans

(7) Stock-Based Compensation Plans. As more fully described in Note 7 to the Company’s notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended September 30, 2011, the Company’s stock-based compensation plan permits the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, and stock awards. The number of common shares available for future issuance was 618,560 at December 31, 2011.

The Company recorded the following stock compensation expense in its consolidated statements of income (in thousands):

	THREE MONTHS
	ENDED DECEMBER 31,
	2011	2010
Stock option grants	$   136	132

A summary of changes in outstanding options is presented below (in thousands, except share and per share amounts):

		Weighted	Weighted	Weighted
	Number	Average	Average	Average
	of	Exercise	Remaining	Grant Date
Options	Shares	Price	Term (yrs)	Fair Value
Outstanding at
October 1, 2011	606,025	$ 14.96	3.5	$  4,216
Granted	31,690	$ 22.25		$    281
Exercised	28,041	$  7.84		$    120
Forfeited	3,000	$  5.78		$     10
Outstanding at
December 31, 2011	606,674	$ 15.72	3.8	$  4,367
Exercisable at
December 31, 2011	512,098	$ 13.90	2.9	$  3,355
Vested during
three months ended
December 31, 2011	23,274			$    212

The aggregate intrinsic value of exercisable in-the-money options was $4,425,000 and the aggregate intrinsic value of all outstanding in-the-money options was $4,425,000 based on the market closing price of $21.70 on December 30, 2011 less exercise prices. Gains of $380,000 were realized by option holders during the three months ended December 31, 2011. The realized tax benefit from options exercised for the three months ended December 31, 2011 was $145,000. Total compensation cost of options granted but not yet vested as of December 31, 2011 was $843,000, which is expected to be recognized over a weighted-average period of 2.3 years.

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Earnings per share

3 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Earnings per share

(6) Earnings per share. The following details the computations of the basic and diluted earnings per common share (dollars in thousands, except per share amounts):

	THREE MONTHS
	ENDED DECEMBER 31,
	2011	2010
Weighted average common shares
outstanding during the period
- shares used for basic
earnings per common share	9,290	9,273
Common shares issuable under
share based payment plans
which are potentially dilutive	132	187
Common shares used for diluted
earnings per common share	9,422	9,460
Net income	$2,124	6,395
Earnings per common share
Basic	$0.23	0.69
Diluted	$0.23	0.68

For the three months ended December 31, 2011, 172,060 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three months ended December 31 2010, 132,870 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per common share because their inclusion would have been anti-dilutive.

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Fair Value Measurements

3 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Fair Value Measurements

(10) Fair Value Measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 means the use of quoted prices in active markets for identical assets or liabilities. Level 2 means the use of values that are derived principally from or corroborated by observable market data. Level 3 means the use of inputs that are unobservable and significant to the overall fair value measurement.

As of December 31, 2011 the Company had no assets or liabilities measured at fair value on a recurring basis or non-recurring basis. During fiscal 2011 the corporate aircraft was placed back into service and depreciation was recommenced. Prior to that it was recorded at fair value based on level 2 inputs for similar assets in the current market on a non-recurring basis as it was deemed to be other-than-temporarily impaired. The first quarter of fiscal 2011 included $300,000 for the impairment to estimated fair value of the corporate aircraft.

The fair value of all other financial instruments with the exception of mortgage notes (see Note 5) approximates the carrying value due to the short-term nature of such instruments.

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Contingent Liabilities

3 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Contingent Liabilities

(8) Contingent liabilities. Certain of the Company’s subsidiaries are involved in litigation on a number of matters and are subject to certain claims which arise in the normal course of business. The Company has retained certain self-insurance risks with respect to losses for third party liability and property damage. There is a reasonable possibility that the Company’s estimate of vehicle and workers’ compensation liability for the transportation group or discontinued operations may be understated or overstated but the possible range can not be estimated. The liability at any point in time depends upon the relative ages and amounts of the individual open claims. In the opinion of management none of these matters are expected to have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

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Concentrations

3 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Concentrations

(9) Concentrations. The transportation segment primarily serves customers in the industries in the Southeastern U.S. Significant economic disruption or downturn in this geographic region or these industries could have an adverse effect on our financial statements.

During the first three months of fiscal 2012, the transportation segment’s ten largest customers accounted for approximately 54.0% of the transportation segment’s revenue. One of these customers accounted for 19.9% of the transportation segment’s revenue. The loss of any one of these customers would have an adverse effect on the Company’s revenues and income. Accounts receivable from the transportation segment’s ten largest customers was $3,074,000 and $3,115,000 at December 31, 2011 and September 30, 2011 respectively.

The mining royalty land segment has one lessee that accounted for 82.3% of the segment’s revenues and $88,000 of accounts receivable. The loss of this customer would have an adverse effect on the segment.

The Company places its cash and cash equivalents with high credit quality institutions. At times such amounts may exceed FDIC limits.

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Discontinued operations

3 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Discontinued operations

(11) Discontinued operations. In August 2009 the Company sold its flatbed trucking company, SunBelt Transport, Inc. ("SunBelt"). Under the agreement, the Buyer purchased all of SunBelt’s tractors and trailers, leased the SunBelt terminal facilities in Jacksonville, Florida for 36 months at a rental of $5,000 per month and leased the terminal facilities in South Pittsburgh, Tennessee for 60 months at a rental of $5,000 per month with an option to purchase the Tennessee facilities at the end of the lease for payment of an additional $100,000. The South Pittsburgh lease was recorded as a sale under bargain purchase accounting. The purchase price received for the tractors and trailers and inventories was a $1 million cash payment and the delivery of a Promissory Note requiring 60 monthly payments of $130,000 each including interest at 7%, secured by the assets of the business conveyed. As of September 30, 2011 the note receivable has been fully paid and the option to purchase the South Pittsburg facility was exercised by the buyer. The Company retained all pre-closing receivables and liabilities.

SunBelt has been accounted for as discontinued operations in accordance with ASC Topic 205-20 Presentation of Financial Statements – Discontinued Operations. All periods presented have been restated accordingly.

In December 2010, a subsidiary of the Company, Florida Rock Properties, Inc., closed a bargain sale of approximately 1,777 acres of land in Caroline County, Virginia, to the Commonwealth of Virginia, Board of Game and Inland Fisheries. The purchase price for the property was $5,200,000, subject to certain deductions. The Company also donated $5,599,000 primarily for the value of minerals and aggregates and recognized a $2,126,000 permanent tax benefit. The $2,126,000 permanent tax benefit was recorded to income taxes receivable for $303,000 and offset to long-term deferred tax liabilities of $1,823,000. Actual realization of the $1,823,000 in deferred taxes will depend on taxable income, income tax rates, and income tax regulations over the 5 year carry forward period. The Company's book value of the property was $276,000.

A summary of discontinued operations is as follows (in thousands):

	Three Months ended
	December 31,
	2011	2010
Revenue	$    15	15
Operating expenses	16	14
Gain on sale before taxes	-	4,665
Income before income taxes	$    (1)	4,666
Provision for income taxes	-	261
Income from discontinued operations	$    (1)	4,927

The components of the balance sheet are as follows:

	December 31,	September 30,
	2011	2011
Accounts receivable	$         -	3
Deferred income taxes	4	4
Property and equipment, net	104	107
Assets of discontinued operations	$       108	114
Accounts payable	$         1	-
Accrued payroll and benefits	2	2
Accrued liabilities, other	-	3
Insurance liabilities	30	29
Liabilities of discontinued operations	$        33	34

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Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Dec. 31, 2011		Dec. 31, 2010
Cash flows from operating activities:
Net income	$ 2,124		$ 6,395
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Depreciation, depletion and amortization	3,083		3,208
Equity in loss of joint venture	7		0
(Gain) on sale of equipment and property	(1,051)		(12)
(Income) from discontinued operations, net	1		(4,927)
Stock-based compensation	136		132
Net changes in operating assets and liabilities:
Accounts receivable	234	[1]	(539)
Inventory of parts and supplies	132		(304)
Prepaid expenses and other current assets	894		975
Other assets	(368)		363
Accounts payable and accrued liabilities	(870)		(2,066)
Income taxes payable and receivable	1,014		753	[1]
Long-term insurance liabilities and other long-term liabilities	30		54
Net cash provided by operating activities of continuing operations	5,366		4,032
Net cash provided by operating activities of discontinued operations	4		293
Net cash provided by operating activities	5,370		4,325
Cash flows from investing activities:
Purchase of transportation group property and equipment	(4,789)	[1]	(1,796)
Investments in mining royalty land segment	0		0
Investments in developed property rentals segment	(2,589)		(2,719)	[1]
Investment in joint venture	(70)		(114)
Proceeds from the sale of property, plant and equipment	1,069		23
Proceeds received on note for sale of SunBelt	0		309
Net cash used in investing activities	(6,379)		(4,297)
Cash flows from financing activities:
Repayment of long-term debt	(1,195)		(1,119)
Repurchase of Company Stock	(137)		(955)
Excess tax benefits from exercises of stock options and vesting of restricted stock	145		155
Exercise of employee stock options	220		159
Net cash used in financing activities	(967)		(1,760)
Net (decrease) in cash and cash equivalents	(1,976)		(1,732)
Cash and cash equivalents at beginning of period	21,026		17,151
Cash and cash equivalents at end of the period	$ 19,050		$ 15,419

[1] The Company recorded non-cash transactions in fiscal 2012 for a $2,043 receivable on previously capitalized real estate taxes on the Anacostia property and in fiscal 2011 from an exchange of real estate of $4,941 along with a related deferred tax liability of $1,792 and a $2,053 permanent tax benefit on the value of donated minerals and aggregates which was recorded as a $342 receivable and $1,711 deferred tax.

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Long-term debt

3 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Long-term debt

(5) Long-Term debt. Long-term debt is summarized as follows (in thousands):

	December 31,	September 30,
	2011	2011
5.6% to 8.6% mortgage notes
due in installments through 2027	$    66,077	67,272
Less portion due within one year	4,984	4,902
	$    61,093	62,370

The Company has a $37,000,000 uncollateralized Revolving Credit Agreement with three banks, which matures on December 13, 2013. The Revolver bears interest at a rate of 1.00% over the selected LIBOR, which may change quarterly based on the Company’s ratio of Consolidated Total Debt to Consolidated Total Capital, as defined. A commitment fee of 0.15% per annum is payable quarterly on the unused portion of the commitment. The commitment fee may also change quarterly based upon the ratio described above. The Revolver contains limitations on availability and restrictive covenants including limitations on paying cash dividends. Letters of credit in the amount of $12,082,000 were issued under the Revolver. As of December 31, 2011, $24,918,000 was available for borrowing and $52,853,000 of consolidated retained earnings would be available for payment of dividends. The Company was in compliance with all covenants as of December 31, 2011.

The fair values of the Company’s mortgage notes payable were estimated based on current rates available to the Company for debt of the same remaining maturities. At December 31, 2011, the carrying amount and fair value of such other long-term debt was $66,077,000 and $69,060,000, respectively.