10-K

UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	FORM 10-K
(Mark One)
   [X]	 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934
           For the fiscal year ended September 30, 2009
	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. Ste 500, Jacksonville, Florida		     32202
(Address of principal executive offices)			  (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:
Common Stock $.10 par value                     NASDAQ
     Title of class               Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes     No  X

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes     No  X

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
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  X  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [   ]

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer[ ]                  Accelerated filer[X]

Non-accelerated filer[ ]                    Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes         No   X

The number of shares of the registrant's stock outstanding as of November
25, 2009 was 3,053,036.  The aggregate market value of the shares of Common
Stock held by non-affiliates of the registrant as of March 31, 2009, the
last day of business of our most recently completed second fiscal quarter,
was $79,731,273.  Solely for purposes of this calculation, the registrant
has assumed that all directors, officers and ten percent (10%) shareholders
of the Company are affiliates of the registrant.

Documents Incorporated by Reference

Portions of the Patriot Transportation Holding, Inc. 2009 Annual Report to
Shareholders are incorporated by reference in Parts I and II.

Portions of the Patriot Transportation Holding, Inc. Proxy Statement which
will be filed with the Securities and Exchange Commission not later than
December 31, 2009 are incorporated by reference in Part III.

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;
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

Item 1. BUSINESS.

Patriot Transportation Holding, Inc., which was incorporated in
Florida in 1988, and its subsidiaries (the "Company") are engaged
in the transportation and real estate businesses.

Our transportation business is conducted through Florida Rock &
Tank Lines, Inc. ("Tank Lines") which operates in the Southeastern
United States.  Tank Lines hauls petroleum and other bulk liquids
and dry bulk commodities by tank trailers.

The Company's real estate activities are conducted through two
wholly owned subsidiaries: Florida Rock Properties, Inc.
("Properties") and FRP Development Corp. ("Development").

Properties owns mining properties and other properties held for
investment or future development.  Development owns, manages and
develops commercial warehouse/office rental properties in the
Baltimore-Washington-Northern Virginia area.  Substantially all of
the real estate operations are conducted within the Southeastern
and Mid-Atlantic United States.

Transportation. The transportation segment primarily serves
customers in the petroleum industries in the Southeastern U.S.

During fiscal 2009, Tank Lines operated from terminals in
Jacksonville, Orlando, Panama City, Pensacola, Port Everglades,
Tampa and White Springs, Florida; Albany, Atlanta, Augusta,
Bainbridge, Columbus, Dalton, Macon and Savannah, Georgia;
Knoxville, Tennessee; Montgomery, Alabama; and Wilmington, North
Carolina.

Tank Lines has from two to six major tank truck competitors in each
of its markets.  Price, service, and location are the major factors
which affect competition in the transportation segment within a
given market.

During fiscal 2009, the transportation segment's ten largest
customers accounted for approximately 63.6% of the transportation
segment's revenue. One of these customers, Murphy Oil Corporation,
accounted for 24.7% of the transportation segment's revenue.  The
loss of any one of these customers could have a material adverse
effect on the Company's revenues and income.

During fiscal 2009, the transportation group purchased 24 new
tractors and 4 trailers. In fiscal 2008 and 2007, the Company
purchased 137 new tractors accelerating its normal tractor
replacement cycle in response to stricter engine emission standards
on new trucks.

Our fiscal 2010 capital budget includes 68 new tractors and 20 new
trailers including binding commitments to purchase 65 tractors at
September 30, 2009. Maintaining a modern fleet has resulted in
reduced maintenance expenses, improved operating efficiencies and
enhanced driver recruitment and retention.  At September 30, 2009,
the Company owned and operated a fleet of 394 trucks and 516
trailers plus 2 additional trucks that were being prepared for
sale.

Real Estate. We own real estate in Florida, Georgia, Virginia,
Maryland, Delaware and Washington, D.C.  The real estate owned
generally falls into one of three categories: (i) land and/or
buildings leased under rental agreements or being developed for
rental; (ii) land with construction aggregates deposits, a
substantial portion of which is leased to Vulcan Materials Company
under long-term mining royalty agreements; and (iii) land held for
future appreciation or development.  Real estate revenues in fiscal
2009 were divided approximately 72% from rentals on developed
properties and 28% from mining royalties.

A significant part of our real estate strategy has been to develop
high quality, flexible warehouse/office space. Average occupancy
for the fiscal year for buildings in service more than 12 months
was 90.7%.  At September 30, 2009, 75.1% of the total
warehouse/office portfolio of approximately 2.8 million square feet
was occupied.

Price, location, rental space availability, flexibility of design,
and property management services are the major factors that affect
competition in the flexible warehouse/office rental market.  The
Company experiences considerable competition in all of its markets.

Tenants of flexible warehouse/office properties are not
concentrated in any one particular industry.

Relationship with Vulcan Materials Company.  The Company was spun
off from Florida Rock Industries, Inc. ("FRI") in 1986.  FRI merged
with Vulcan Materials Company ("Vulcan") in November 2007.  Nearly
all of our mining properties are leased to Vulcan under long-term
mining leases entered into in the 1980s.  We haul diesel fuel and
cement for the Florida Rock Division of Vulcan.  We also are a
party to a joint venture agreement with Vulcan to develop
approximately 4,300 acres of property located near Brooksville,
Florida.

Vulcan accounted for approximately 19.8% of our real estate
revenues and 1.8% of our transportation revenues for fiscal 2009.
On a consolidated basis, Vulcan accounted for 5.5% of our fiscal
2009 revenues.

Segment Information.  The Company has two business segments:
transportation and real estate.  Industry segment information is
presented in Notes 2 and 10 to the consolidated financial
statements included in the accompanying 2009 Annual Report to
Shareholders and is incorporated herein by reference.

Environmental Matters. 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.  Revised EPA regulations decrease the amount of
permitted air emissions that can be released by tractor engines and
affect tractors produced after the effective date of the
regulations.  Compliance with these regulations has increased the
cost of our new tractors and lowered fuel mileage.  This will
increase our capital expenses and our operating expenses. The
Company's mining leases contain a provision making the lessee
responsible for reclamation of mining sites at least to the extent
required by law.

Seasonality. The Company's business is subject to limited
seasonality due to the cyclical nature of our customers'
businesses, with revenues generally declining slightly during
winter months.

Employees. The Company employed 736 people in its transportation
group, 16 people in its real estate group and 9 people in its
corporate offices at September 30, 2009.

Company Website. The Company's website may be accessed at
www.patriottrans.com. All of our filings with the Securities and
Exchange Commission can be accessed through our website promptly
after filing.  This includes annual reports on Form 10-K, proxy
statements, quarterly reports on Form 10-Q, current reports filed
or furnished on Form 8-K and all related amendments.

EXECUTIVE OFFICERS OF THE REGISTRANT

Name                 Age        Office           	Position Since

Edward L. Baker      74  Chairman of the Board    May   3, 1989

John D. Baker II     61  President & Chief        Feb.  7, 2008
                          Executive Officer
David H.
 deVilliers, Jr.     58  Vice President of the    Feb. 28, 1994
                          Company and President
                          of the Company's Real
                          Estate Group

John D. Milton, Jr.  64  Exec. Vice President,    June 16, 2008
                          Treasurer, Secretary
                          and Chief Financial
                          Officer

John D. Klopfenstein 46  Controller and Chief	  Feb. 16, 2005
                          Accounting Officer

Robert E. Sandlin    48  President of Florida     March 1, 2003
                         Rock & Tank Lines, Inc.

All of the above officers have been employed in their respective
positions for the past five years except as follows: John D. Baker
II served as President and Chief Executive Officer of Florida Rock
Industries, Inc. from 1996 to November 2007; John D. Milton, Jr.
served as Executive Vice President and Chief Financial Officer of
Florida Rock Industries, Inc. from 2001 to November 2007; and John
D. Klopfenstein served as Director, Business Development and
Planning of the Company, from June 2003 to February 2005, and as
Manager, Corporate Development of the Company, from July 1996 to
May 2003.



John D. Baker II, who is the brother of Edward L. Baker, and
Thompson S. Baker II, who is the son of Edward L. Baker, are
directors of the Company.

All executive officers of the Company are elected by the Board of
Directors annually and serve until their resignation or removal.


Item 1A. RISK FACTORS.

Our future results may be affected by a number of factors over
which we have little or no control.  The following issues,
uncertainties, and risks, among others, should be considered in
evaluating our business and outlook.  Also, note that additional
risks not currently identified or known to us could also negatively
impact our business or financial results.

We face significant uncertainty regarding the continued demand for
our transportation services during the current economic climate.
The transportation segment produces approximately 80% of our gross
revenues and 65% of our gross profit.  The current economic climate
could adversely affect the demand for our transportation services.
These adverse economic conditions may result in reductions in our
revenue, increased price competition and increased operating costs,
which could have an adverse effect our business, results of
operation and financial condition.

We would be adversely affected by a decline in demand for hauling
ethanol.
In addition to other products, our tank lines subsidiary hauls
ethanol which is blended with other petroleum products.  The
ethanol industry is highly dependent upon federal and state
legislation and changes in such legislation could adversely affect
the demand for ethanol products and the resulting demand for our
transportation services.  In addition, we would be adversely
affected by the future construction of pipelines to transport
ethanol, which also would reduce demand for our transportation
services.

Our operating results may be adversely impacted by volatility in
fuel costs or by fuel shortages.
The crude oil and petroleum products markets are extremely
volatile.  Fuel prices are affected by a number of economic and
political factors, including general political conditions, acts of
war or terrorism, political instability in oil producing regions
and capacity at United States oil refineries.  Our operating
results are impacted by our ability to recover fuel surcharges from
customers.  In light of the volatility of fuel prices, it may be
difficult for us to recover fuel surcharges from customers at
levels that will allow us to maintain current levels of
profitability.  In addition, increased fuel prices reduce consumer
demand for the petroleum products hauled by our tank lines
subsidiary, adversely impacting revenues.  Our operations may also
be adversely affected by any limit on the availability of fuel.

Our business may be adversely affected by seasonal factors and
harsh weather conditions.
Our business is subject to seasonal trends common in the refined
petroleum products delivery industry.  We typically face increased
demand for fuels delivery services in Florida during the spring
months.  Our real estate group is adversely affected by reduced
construction activity during periods of inclement weather.  These
factors can cause our operating results to fluctuate from quarter
to quarter.  An occurrence of unusually harsh or long-lasting
inclement weather such as hurricanes, tornadoes and heavy snowfalls
could have an adverse effect on our operations and profitability.

Our revenues depend in part on construction sector activity levels,
which tend to be cyclical.
Our real estate group receives part of its revenues from royalties
on construction aggregates mined on our properties.  Thus, our
results depend in part on residential, commercial and
infrastructure construction activity and spending levels.  The
construction industry in our markets tends to be cyclical.
Construction activity and spending levels vary across our markets
and are influenced by interest rates, inflation, consumer spending
habits, demographic shifts, environmental laws and regulations,
employment levels and the availability of funds for public
infrastructure projects.  Economic downturns may lead to recessions
in the construction industry, either in individual markets or
nationally.

We face difficulty in recruiting and retaining qualified drivers.
In some years the transportation industry has had difficulty
attracting and retaining qualified drivers (including independent
contractors), and competition for drivers sometimes can be intense.
 To compete for drivers, we may be forced to increase driver
compensation.  We cannot be certain that we could pass along the
increased compensation costs to our customers.  If we are unable to
continue to attract drivers and contract with independent
contractors, we could be required to suffer downtime and lost
revenue miles.

New tractors are more expensive and less fuel efficient.
New tractors are more expensive, primarily due to higher commodity
prices, better pricing power among equipment manufacturers, and
government regulations applicable to newly manufactured tractors
and diesel engines.  Revised EPA regulations decrease the amount of
permitted air emissions that can be released by tractor engines and
affect tractors produced after the effective date of the
regulations.  Compliance with these regulations has increased the
cost of our new tractors and lowered fuel mileage.  This will
increase our capital expenses and our operating expenses.  These
adverse effects combined with the uncertainty as to the reliability
of the vehicles equipped with the newly designed diesel engines and
the residual values that will be realized from the disposition of
these vehicles could increase our costs or otherwise adversely
affect our business or operations.

We have significant ongoing capital requirements.
Our transportation business requires substantial ongoing capital
investment, particularly for tractors, trailers, terminals and
technology.  For the past few years, we have depended on cash from
operations and our credit facilities to fund our revenue equipment.
We expect to continue to pay for projected capital expenditures
with cash flows from operations and borrowings under our line of
credit.  If we are unable to generate sufficient cash from
operations and obtain financing on favorable terms in the future,
we may have to limit our growth, enter into less favorable
financing arrangements, or operate our revenue equipment for longer
periods, any of which could have a material adverse effect on our
profitability.

The loss of one of our major transportation customers could have a
materially adverse effect on our business.
A significant portion of our transportation revenue is generated
from our major customers. For 2009, our top 10 customers, based on
revenue, accounted for approximately 63.6% of our transportation
segment's revenue and one customer accounted for 24.7% of the
segment's revenue.  A reduction in or termination of our services
by one or more of our major customers could have a materially
adverse effect on our business and operating results.

The trucking industry is extremely competitive and fragmented.
The trucking industry is extremely competitive and fragmented.  No
single truckload carrier has a significant market share.  We
compete with many other truckload carriers of varying sizes,
customers' private fleets, and, to a lesser extent, with railroads
which may limit our growth opportunities and reduce profitability.
Some of our competitors periodically reduce their freight rates to
gain business, especially during times of reduced growth rates in
the economy, which may limit our ability to maintain or increase
freight rates or maintain our profit margins.  Many customers
reduce the number of carriers they use by selecting so-called "core
carriers" as approved transportation service providers, and in some
instances we may not be selected.  Historically, competition has
created downward pressure on the truckload industry's pricing
structure.

Our operations are subject to various environmental laws and
regulations, the violation of which could result in substantial
fines or penalties.
We are subject to various environmental laws and regulations
dealing with the handling of hazardous materials, fuel storage
tanks, air emissions from our vehicles and facilities, and engine
idling.  Our operations involve the risks of fuel spillage or
seepage, environmental damage, and hazardous waste disposal, among
others.  We also maintain bulk fuel storage and fuel islands at
several of our facilities.  Although we have instituted programs to
monitor and control environmental risks and promote compliance with
applicable environmental laws and regulations, the failure to
comply with applicable laws or regulations could subject us to
liabilities, including substantial fines or penalties or civil and
criminal liability, that could have a materially adverse effect on
our business and operating results.

Uninsured losses could significantly reduce our earnings.
We self-insure for a portion of our claims exposure resulting from
workers' compensation, auto liability, general liability, cargo and
property damage claims, as well as employees' health insurance.  We
also are responsible for our legal expenses relating to such
claims.  We maintain insurance above the amounts for which we self-
insure with licensed insurance carriers.  Although we believe the
aggregate insurance limits should be sufficient to cover reasonably
expected claims, it is possible that one or more claims could
exceed our aggregate coverage limits.  Also, there are some types
of losses such as from hurricanes, terrorism, wars, or earthquakes
where insurance is limited and/or not economically justifiable.  If
an uninsured loss occurs, we could lose both the invested capital
and anticipated revenues.  We accrue currently for estimated
incurred losses and expenses.  We periodically evaluate and adjust
our claims accrued liability to reflect our experience.  However,
ultimate results may differ from our estimates, which could result
in losses over our accrued amounts.

Rising insurance costs could significantly reduce our earnings.
Insurance carriers sometimes raise premiums for many businesses,
including trucking companies.  As a result, our insurance and
claims expense could increase, or we could raise our self-insured
retention when our policies are renewed.  If we are unable to pass
along this cost increase to customers, our earnings may be
significantly reduced.

Compliance with new or future transportation regulations may
significantly reduce earnings.
Our transportation operations are regulated and licensed by various
U.S. agencies.  While the costs of compliance with existing
regulations generally is reflected in our prior results, new
regulations (such as the new tractor air emissions regulations) and
future laws and regulations may be more stringent and require
changes in our operating practices, influence the demand for
transportation services, or require us to incur significant
additional costs.  Higher costs incurred by us could adversely
affect our results of operations.

We may be unable to renew leases or relet space as leases expire.
When a lease expires, a tenant may elect not to renew it.  We may
not be able to relet the property on similar terms.  The terms of
renewal or re-lease (including the cost of required renovations
and/or concessions to tenants) may be less favorable than the prior
lease.  If we are unable to relet all or a substantial portion of
our properties, or if the rental rates upon such reletting are
significantly lower than expected rates, our cash generated before
debt repayments and capital expenditures may be adversely affected.
As of September 30, 2009, leases at our properties representing
approximately 12%, 10% and 10% of the total square footage of
buildings completed prior to September 2009 were scheduled to
expire in fiscal year 2010, 2011 and 2012, respectively.

We may be unable to lease newly constructed space.
We completed two buildings in September 2008 comprising 135,872
square feet and a third building in April 2009 with 148,425 square
feet.  At present, none of this newly constructed space is
occupied.  If we are unable to obtain leases sufficient to cover
carrying costs then our cash flows may be adversely affected.

The bankruptcy or insolvency of significant tenants with long-term
leases may adversely affect income produced by our properties.
We have ten buildings in our business parks that are single-tenant
occupied representing 43% of developed property rentals under long-
term leases.  We have eight other tenants with leases in excess of
five years.  Should tenants default on their obligations, our cash
flow would be adversely affected and we may not be able to find
another tenant to occupy the space under similar terms or have to
make expenditures to retrofit and/or divide the space.  In addition
we may have to incur a non-cash expense for a significant amount of
deferred rent revenue generated from the accounting requirement to
straight-line rental revenues.  The bankruptcy or insolvency of a
major tenant may also adversely affect the income produced by a
property.  If any of our tenants becomes a debtor in a case under
the U.S. Bankruptcy Code, we cannot evict that tenant solely
because of its bankruptcy.  The bankruptcy court may authorize the
tenant to reject and terminate its lease with us.  Our claim
against such a tenant for unpaid future rent would be subject to a
statutory limitation that might be substantially less than the
remaining rent actually owed to us under the tenant's lease.  Any
shortfall in rent payments could adversely affect our cash flow.

A decline in the economic conditions in Baltimore-Washington-
Northern Virginia area could adversely affect our business.
All of our office/warehouse properties are located in the
Baltimore-Washington-Northern Virginia area.  As a result of our
geographic concentration, we depend upon the local conditions in
these markets, including local real estate conditions.  We are,
therefore, subject to increased exposure (positive or negative) to
economic and other competitive factors specific to markets in
confined geographic areas.  Our operations may also be affected if
too many competing properties are built in these markets.  An
economic downturn in these markets could adversely affect our
operation.  We cannot assure you that these markets will continue
to grow or will continue to provide favorable demand for our
office/warehouse product.

Our inability to obtain necessary approvals for property
development could adversely affect our profitability.
We may be unable to obtain, or incur delays in obtaining, necessary
zoning, land-use, building, occupancy and other required
governmental permits and authorizations, which could result in
increased costs or abandonment of these projects.  Before we can
develop a property, we must obtain a variety of approvals from
local and state governments with respect to such matters as zoning,
density, parking, subdivision, site planning and environmental
issues.  Legislation could impose moratoriums on new real estate
development and/or land-use conversions from mining to development.
These factors may reduce our profit or growth and may limit the
value of these properties.

Real estate investments are not as liquid as other types of assets.
The illiquid nature of real estate investments may limit our
ability to react promptly to changes in economic or other
conditions.  In addition, significant expenditures associated with
real estate investments, such as mortgage payments, real estate
taxes and maintenance costs, are generally not reduced when
circumstances cause a reduction in income from the investments.
Thus, the illiquid nature of our real estate investments could
adversely affect our profitability under certain economic
conditions.

Our debt service obligations may have adverse consequences on our
business operations.
We use debt to finance our operations, including acquisitions of
properties.  Our use of debt may have adverse consequences,
including the following:

?	Our cash flows from operations may not be sufficient to
meet required payments of principal and interest.
?	We may be forced to dispose of one or more of our
properties, possibly on disadvantageous terms, to make
payments on our debt.
?	We may default on our debt obligations, and the lenders
may foreclose on our properties that collateralize those
loans.
?	A foreclosure on one of our properties could create
taxable income without any accompanying cash proceeds to
pay the tax.
?	A default under a mortgage loan that has cross default
provisions may cause us to automatically default on
another loan.
?	We may not be able to refinance or extend our existing
debt.
?	The terms of any refinancing or extension may not be as
favorable as the terms of our existing debt.
?	We may not be able to issue debt on unencumbered
properties under reasonable terms to finance growth of
our portfolio of properties.
?	We may be subject to a significant increase in the
variable interest rates on our unsecured line of credit
or unsecured term loan, which could adversely impact our
operations.

As of September 30, 2009, we had outstanding non-recourse mortgage
indebtedness of $76,153,000, secured by developed real estate
properties having a carrying value of $80,656,000.

Our uncollateralized revolving credit agreement restricts our
ability to engage in some business activities.
Our uncollateralized revolving credit agreement contains customary
negative covenants and other financial and operating covenants
that, among other things:

?	restricts our ability to incur certain additional
indebtedness;
?	restricts our ability to make certain investments;
?	restricts our ability to merge with another company;
?	restricts our ability to pay dividends;
?	requires us to maintain financial coverage ratios; and
?	requires us to not encumber certain assets except as
approved by the lenders.

These restrictions could cause us to default on our unsecured line
of credit or negatively affect our operations.

Our real estate segment faces competition from numerous sources.
As a developer of flexible warehouse/office space, we compete with
numerous developers, owners and operators of real estate, many of
which own properties similar to ours in the same submarkets in
which our properties are located.  If our competitors offer space
at rental rates below current market rates, or below the rental
rates we currently charge our tenants, we may lose potential
tenants and we may be pressured to reduce our rental rates below
those we currently charge in order to retain tenants when our
tenants' leases expire.  As a result, our financial condition,
results of operations, cash flow and ability to satisfy our debt
service obligations could be materially adversely affected.

Construction costs may be higher than anticipated.
Our long-term business plan includes a number of construction
projects.  The construction costs of these projects may exceed
original estimates and possibly make the completion of a property
uneconomical.  Building material commodity shortages, construction
delays/stoppages and/or rapidly escalating construction costs may
out-pace market rents, adversely affecting profits.  The market
environment and existing lease commitments may not allow us to
raise rents to cover these higher costs.

Certain shareholders have effective control of nearly a majority of
our common stock and likely will control the outcome of any
shareholder vote.
As of November 25, 2009, three of our directors, Edward L. Baker,
John D. Baker II and Thompson S. Baker II, beneficially own
approximately 45% of the outstanding shares of our common stock. As
a result, these individuals effectively may have the ability to
direct the election of all members of our Board of Directors and to
exercise a controlling influence over our business and affairs,
including any determinations with respect to mergers or other
business combinations involving us, our acquisition or disposition
of assets, our borrowing of monies, our issuance of any additional
securities, our repurchase of common stock and our payment of
dividends.

Our charter and bylaws contain anti-takeover provisions that may
hinder a takeover or negatively affect our stock price.
Our articles of incorporation and bylaws contain several provisions
that may make it more difficult and expensive for a third party to
acquire control of us without the approval of our board of
directors.  Our articles of incorporation and bylaws contain
provisions dividing our board of directors into four classes of
directors serving four-year terms and providing that directors may
only be removed for cause.  Our articles of incorporation also
provide that our shareholders can take action only at a duly called
annual or special meeting of shareholders and require a
supermajority vote to approve certain matters.  In addition, our
board of directors is authorized to issue additional shares of
common stock or preferred stock and to determine the rights and
preferences of any shares of preferred stock to be issued.

Our cash and cash equivalents at times exceed FDIC insurance limits
exposing us to possible losses.
In the current financial climate, the Company is monitoring the
financial stability of its lending banks as well as its depository
institutions.  At present the Company does not foresee the
necessity for changing any of these relationships but will continue
to monitor conditions particularly with respect to the depository
for its liquid funds.  The Company places its cash and cash
equivalents with high credit quality institutions.  At times such
amounts may exceed FDIC insurance limits.

Item 2.  PROPERTIES.

The Company's principal properties are located in Florida, Georgia,
Virginia, Washington, D.C., Delaware and Maryland.

Real Estate Segment Properties. Principal properties held by the
Real Estate segment are discussed below under the captions
Developed Properties, Future Planned Development, Construction
Aggregates Properties, and Other Properties.

At September 30, 2009 certain developed real estate properties
having a carrying value of $80,656,000 were pledged on long-term
non-recourse notes with an outstanding principal balance totaling
$76,153,000.  In addition, certain other properties having a
carrying value at September 30, 2009 of $98,000 were encumbered by
$1,300,000 of industrial revenue bonds that are the liability of
Vulcan.  Vulcan has agreed to pay such debt when due (or sooner if
Vulcan cancels its lease of such property), and further has agreed
to indemnify and hold harmless the Company on account of such debt.

Developed Properties. At September 30, 2009, the Company owned 11
developed parcels of land containing 261 usable acres in the Mid-
Atlantic region of the United States as follows:

1) Hillside Business Park in Anne Arundel County, Maryland consists
of 49 usable acres.  A total of 504,740 square feet existed on the
property at the beginning of 2008 and it is 97% occupied.
Construction of the final building with 66,398 square feet of
office space was completed September 30, 2008.  The addition of
this as yet unoccupied building resulted in a decline in average
occupancy from 97% to 86%.

2) Lakeside Business Park in Harford County, Maryland consists of
84 usable acres.  Eight warehouse/office buildings, totaling
745,297 square feet, were in place at the beginning of 2009 and are
100% occupied. Construction of the ninth building with 148,425
warehouse/office space was completed in April 2009.  The addition
of this as yet unoccupied building resulted in a decline in average
occupancy from 100% to 83%.  The remaining 14 acres are available
for future development and have the potential to offer an
additional 210,230 square feet of comparable product.

3) 6920 Tudsbury Road in Baltimore County, Maryland contains 5.3
acres with 86,100 square feet of warehouse/office space that is
100% leased.

4) 8620 Dorsey Run Road in Howard County, Maryland contains 5.8
acres with 85,100 square feet of warehouse/office space that is
100% leased.

5) Rossville Business Center in Baltimore County, Maryland contains
approximately 10 acres with 190,517 square feet of warehouse/office
space and is 100% leased.

6) 34 Loveton Circle in suburban Baltimore County, Maryland
contains 8.5 acres with 30,006 square feet of office space, which
is 76% leased including 23% of the space occupied by the Company.

7) Oregon Business Center in Anne Arundel County, Maryland contains
approximately 17 acres with 195,615 square feet of warehouse/office
space, which is 71% leased.

8) Arundel Business Center in Howard County, Maryland contains
approximately 11 acres with 162,796 square feet of warehouse/office
space, which is 70% leased.

9) 100-400 Interchange Boulevard in New Castle County, Delaware
contains approximately 17 acres with 303,006 square feet of
warehouse/office space, which is 8% leased.  Chrysler and General
Motors plant closings have reduced demand for space in this market.
The remaining 8.8 acres are available for future development and
have the potential to offer an additional 93,600 square feet of
comparable product.

10) 1187 Azalea Garden Road in Norfolk, Virginia contains
approximately 12 acres with 188,093 square feet of warehouse/office
space, which is 100% leased.

11) Windlass Run Business Park in Baltimore County, Maryland
contains 69,474 square feet of warehouse/office space completed
September 30, 2008.  The building is as yet unoccupied.  This
building is contained within a larger parcel containing
approximately 42 acres when complete is estimated to include
519,824 square feet of total build-out.

Future Planned Developments. At September 30, 2009 the Company
owned the following future development parcels:

1) 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.  The purchase price for the property is
$25,265,000, subject to certain potential purchase price
adjustments.  The agreement of sale is subject to certain
contingencies including government approvals and the closing may be
two or more years away.  The purchaser has placed non-refundable
deposits of $1,000,000 under this contract in escrow.  Preliminary
approval for the development as originally contemplated under the
agreement's pricing contingencies has now been received and the
time for any appeals from that approval expired during the last
days of July 2009.

2) Patriot Business Park, located in Prince William County,
Virginia, is a 73 acre tract of land which is immediately adjacent
to the Prince William Parkway providing access to I-66.  The
Company plans to develop and lease approximately 733,650 square
feet of warehouse/office buildings on the property.  Land
development efforts commenced in the summer of 2008 but were placed
on hold in April 2009.

3) Brooksville Quarry LLC. On October 4, 2006, a subsidiary of the
Company (FRP) entered into a Joint Venture Agreement with Vulcan
Materials Company (formerly Florida Rock Industries, Inc.) to form
Brooksville Quarry, LLC, a real estate joint venture to develop
approximately 4,300 acres of land near Brooksville, Florida.  The
property does not yet have the necessary entitlements for real
estate development.  Approval to develop real property in Florida
entails an extensive entitlements process involving multiple and
overlapping regulatory jurisdictions and the outcome is inherently
uncertain.  The Company currently expects that the outcome will be
resolved within the next year.

4) Anacostia River. The Company owns a 5.8 acre parcel of
undeveloped real estate in Washington D.C. that fronts the
Anacostia River and is adjacent to the recently opened Washington
Nationals Baseball Park.  The Company also owns a nearby 2.1 acre
tract on the same bank of the Anacostia River.  Currently, the 5.8
acre tract is leased to a subsidiary of Vulcan Materials Company
under a short-term lease.  In May 2008, the Company received final
approval from the Zoning Commission of the District of Columbia of
its planned unit development application.  The approved planned
unit development permits the Company to develop a four building,
mixed use project, containing approximately 545,800 square feet of
office and retail space and approximately 569,600 square feet of
additional space for residential and hotel uses.  The approved
development would include numerous publicly accessible open spaces
and a waterfront esplanade along the Anacostia River.  In November
2009, the Company received a two-year extension for commencement of
this project, moving the construction commencement date to June
2013.  The Company sought this extension because of negative
current market indications.

5) Commonwealth Avenue in Jacksonville, Florida is a 50 acre, rail
accessible site near the western beltway of Interstate-295 capable
of supporting approximately 500,000 square feet of warehouse/office
build-out.

6) Leister property in Hampstead, Carroll County, Maryland is a 117
acre parcel located adjacent to State Route 30 bypass.  The parcel
was acquired for future commercial development and is projected to
contain 900,000 square feet of space when complete.  This parcel is
currently in a predevelopment planning stage.

Construction Aggregates Properties. The following table summarizes
the Company's principal construction aggregates locations and
estimated reserves at September 30, 2009, a substantial portion of
which are leased to Vulcan.

                                             Tons of
                                Tons Sold   Estimated
                                 in Year     Reserves
                                  Ended         at
                                 9/30/09     9/30/09  Approximate
                                (000's)      (000's)  Acres Owned
The Company owns seven
 locations currently being
 mined in Grandin,  Keuka,
 Newberry, Florida; Columbus,
 Macon, and Tyrone, Georgia;
 and Manassas, Virginia.          5,413      350,929       10,423

The Company owns six locations
 not currently being mined in
 Ft. Myers, Gulf Hammock,
 Airgrove/Lake County(temporary),
 Marion County, Astatula/Lake
 County, Florida; and
 Forest Park, Georgia.               52       95,230        5,454

These figures exclude Brooksville, Florida as the property was
transferred October 4, 2006 to a joint venture with Vulcan for
development.  Brooksville tons sold in fiscal 2009 were 351,000 and
estimated reserves were 6,651,000 at September 30, 2009.

Other Properties. In addition to the development, mining and rental
sites, the Company owns approximately 2,222 acres of investment and
other real estate.  This includes a 1,844-acre timberland site
located in Caroline County, Virginia.

The Company owns an office building with approximately 69,000
square feet situated on approximately 6 acres in Jacksonville,
Florida, which is leased to Vulcan.

Transportation Segment Properties. The Company has 20 sites for its
trucking terminals in Alabama, Florida, Georgia, North Carolina,
and Tennessee.  The Company owns 13 of these sites and leases 7.


Item 3.  LEGAL PROCEEDINGS.

Note 12 to the Consolidated Financial Statements included in the
accompanying 2009 Annual Report to Shareholders is incorporated
herein by reference.


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No reportable events.


                             PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES.

There were approximately 543 holders of record of Patriot
Transportation Holding, Inc. common stock, $.10 par value, as of
September 30, 2009.  The Company's common stock is traded on the
Nasdaq Stock Market (Symbol PATR).  Information concerning stock
prices is included under the caption "Quarterly Results" on page 6
of the Company's 2009 Annual Report to Shareholders, and such
information is incorporated herein by reference.  The Company has
not paid a cash dividend in the past and it is the present policy
of the Board of Directors not to pay cash dividends.  Information
concerning restrictions on the payment of cash dividends is
included in Note 3 to the consolidated financial statements
included in the accompanying 2009 Annual Report to Shareholders and
such information is incorporated herein by reference.  Information
regarding securities authorized for issuance under equity
compensation plans is included in Item 12 of Part III of this
Annual Report on Form 10-K and such information is incorporated
herein by reference.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers
                                      (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)
July 1
through
July 31          0      $       0           0      $ 5,625,000

August 1
through
August 31        0      $       0           0      $ 5,625,000

September 1
through
September 30     0      $       0           0      $ 5,625,000

Total            0      $       0           0

(1) In December, 2003, the Board of Directors authorized management
to expend up to $6,000,000 to repurchase shares of the Company's
common stock from time to time as opportunities arise. 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.


Item 6.  SELECTED FINANCIAL DATA.

Information required in response to this Item 6 is included under
the caption "Five Year Summary" on page 6 of the Company's 2009
Annual Report to Shareholders and such information is incorporated
herein by reference.


Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.

Information required in response to Item 7 is included under the
caption "Management Analysis" on pages 7 through 13 of the
Company's 2009 Annual Report to Shareholders and such information
is incorporated herein by reference.


Item 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.

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.
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.

For its debt instruments with variable interest rates, changes in
interest rates affect the amount of interest expense incurred.  The
Company did not have any variable rate debt outstanding at
September 30, 2009.  The following table provides information about
the Company's long-term debt (dollars in thousands):

                                                         There           Fair
Liabilities:      2010    2011    2012    2013    2014   after   Total   Value

Scheduled


maturities of
long-term debt:

Fixed Rate     $ 4,293  $4,588  $4,902  $5,239  $5,308 $51,823 $76,153 $72,750
Average
 interest rate    6.4%    6.3%    6.3%    6.3%    6.3%    6.3%


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Information required in response to this Item 8 is included under
the caption "Quarterly Results" on page 6 and on pages 14 through
26 of the Company's 2009 Annual Report to Shareholders.  Such
information is incorporated herein by reference.

Item 9A. CONTROLS AND PROCEDURES.

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND
PROCEDURES

Under the supervision and with the participation of our management,
including our principal executive officer, principal financial
officer and chief accounting officer, we conducted an evaluation of
our disclosure controls and procedures, as such terms is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act").  Based on this
evaluation, our principal executive officer, our principal
financial officer and our chief accounting officer concluded that
our disclosure controls and procedures were effective as of the end
of the period covered by this Annual Report.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is
defined in Exchange Act Rule 13a-15(f).  Under the supervision and
with the participation of our management, including our principal
executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control-
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.  Based on our evaluation
under the framework in Internal Control-Integrated Framework, our
management concluded that our internal control over financial
reporting was effective as of September 30, 2009.

Hancock Askew & Co., LLP, the independent registered certified
public accounting firm that audited the consolidated financial
statements included in this Annual Report on Form 10-K, has also
audited the effectiveness of our internal control over financial
reporting as of September 30, 2009, as stated in their report which
appears in Item 8.

INHERENT LIMITATIONS OVER INTERNAL CONTROLS

Our internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of consolidated financial statements
for external purposes in accordance with generally accepted
accounting principles.  Our internal control over financial
reporting includes those policies and procedures that:

i.	pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions
and dispositions of our assets;

ii.	provide reasonable assurance that transactions are
recorded as necessary to permit preparation of
consolidated financial statements in accordance with
generally accepted accounting principles, and that our
receipts and expenditures are being made only in
accordance with authorizations of our management and
directors; and

iii.	provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material
effect on the consolidated financial statements.

Internal control over financial reporting cannot provide absolute
assurance of achieving financial reporting objectives because of
its inherent limitations, including the possibility of human error
and circumvention by collusion or overriding of controls.
Accordingly, even an effective internal control system may not
prevent or detect material misstatements on a timely basis.  Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions or that the degree of compliance with the
policies or procedures may deteriorate.

PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information regarding the Company's executive officers is set forth
under the caption "Executive Officers of the Registrant" in Part I
of this Form 10-K.  Information concerning directors (including the
disclosure regarding audit committee financial experts), required
in response to this Item 10, is included under the captions
"Election of Directors", "Board Structure and Committee Membership
- - Audit Committee" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's Proxy Statement and such
information is incorporated herein by reference.  The Proxy
Statement will be filed with the Securities and Exchange Commission
not later than December 31, 2009.

The Company has adopted a Financial Code of Ethical Conduct
applicable to its principal executive officers, principal financial
officers and principal accounting officers.  A copy of this
Financial Code of Ethical Conduct is filed as Exhibit 14 to this
Form 10-K.  The Financial Code of Ethical Conduct is available on
our web site at www.patriottrans.com under the heading Corporate
Governance.

Item 11.  EXECUTIVE COMPENSATION.

Information required in response to this Item 11 is included under
the captions "Executive Compensation," "Compensation Committee
Report," "Board Structure and Committee Membership - Compensation
Committee," and "Shareholder Return Performance" in the Company's
Proxy Statement and such information is incorporated herein by
reference.  The Proxy Statement will be filed with the Securities
and Exchange Commission not later than December 31, 2009.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Information required in response to this Item 12 is included under
the captions "Common Stock Ownership of Certain Beneficial Owners"
and "Common Stock Ownership by Directors and Executive Officers" in
the Company's Proxy Statement and such information is incorporated
herein by reference.  The Proxy Statement will be filed with the
Securities and Exchange Commission not later than December 31,
2009.


Equity Compensation Plan Information
                                                    Number of
                                                    Securities
                                                    remaining
                                                    available
                                                    for
                         Number of                  future
                         Securities    Weighted     issuance
                         to be         Average      under equity
                         issued upon   exercise     compensation
                         exercise of   price of     plans
                         outstanding   outstanding  (excluding
                         options,      options,     securities
                         warrants      warrants     reflected in
                         and rights    and rights   column (a))
Plan Category               (a)           (b)          (c)

Equity compensation
 plans approved by
 security holders          237,930       $36.70       241,000

Equity compensation
 plans not approved
 by security holders             0            0             0

     Total                 237,930       $36.70       241,000


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information required in response to this Item 13 is included under
the caption "Related Party Transactions" in the Company's Proxy
Statement and such information is incorporated herein by reference.
The Proxy Statement will be filed with the Securities and Exchange
Commission not later than December 31, 2009.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Information required in response to this Item 14 is included under
the captions "Independent Auditor" and "Ratification of Independent
Registered Certified Public Accounting Firm" in the Company's Proxy
Statement and such information is incorporated herein by reference.
The Proxy Statement will be filed with the Securities and Exchange
Commission not later than December 31, 2009.





PART IV

Item 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) (1) and (2) Financial Statements and Financial Statement
              Schedules.

The response to this item is submitted as a separate
section.  See Index to Financial Statements and Financial
Statement Schedules on page 29 of this Form 10-K.

(3) Exhibits.

The response to this item is submitted as a separate
section.  See Exhibit Index on pages 26 through 28 of this
Form 10-K.






















SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                 Patriot Transportation Holding, Inc.


Date:  December 2, 2009      By  JOHN D. BAKER II
                                 John D. Baker II
                                 President and Chief Executive
                                 Officer (Principal Executive Officer)



                             By JOHN D. MILTON, JR._____________
                                John D. Milton, Jr.
                                Executive Vice President, Treasurer,
                                Secretary and Chief Financial Officer
                                (Principal Financial Officer)


                             By JOHN D. KLOPFENSTEIN____________
                                John D. Klopfenstein
                                Controller and Chief Accounting
                                Officer(Principal Accounting Officer)




Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on December 2, 2009.



JOHN D. BAKER II                              CHARLES E. COMMANDER III______
John D. Baker II                              Charles E. Commander III
Director, President, and Chief                Director
Executive Officer
(Principal Executive Officer)
                                              LUKE E. FICHTHORN III	 _____
                                              Luke E. Fichthorn III
JOHN D. MILTON, JR.           ___             Director
John D. Milton, Jr.
Executive Vice President, Treasurer,
Secretary and Chief Financial                 ROBERT H. PAUL III        	_
Officer(Principal Financial Officer)          Robert H. Paul III
                                              Director

JOHN D. KLOPFENSTEIN ____________
John D. Klopfenstein                          H. W. SHAD III_________________
Controller and Chief Accounting               H. W. Shad III
Officer (Principal Accounting Officer)        Director


EDWARD L. BAKER__________________             MARTIN E. STEIN, JR.___________
Edward L. Baker                               Martin E. Stein, Jr.
Chairman of the Board                         Director


JOHN E. ANDERSON_________________             JAMES H. WINSTON_______________
John E. Anderson                              James H. Winston
Director                                      Director


THOMPSON S. BAKER II_	________
Thompson S. Baker II
Director





	 PATRIOT TRANSPORTATION HOLDING, INC.
	FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2009
	EXHIBIT INDEX
	[Item 14(a)(3)]

(3)(a)(1)         Articles of Incorporation of Patriot Transportation Holding,
Inc., incorporated by reference to the corresponding exhibit
filed with Form S-4 dated December 13, 1988. File No. 33-
26115.

(3)(a)(2)		Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc. filed with the Secretary of State
of Florida on February 19, 1991 incorporated by reference to
the corresponding exhibit filed with Form 10-K for the fiscal
year ended September 30, 1993.  File No. 33-26115.

(3)(a)(3)		Amendments to the Articles of Incorporation of Patriot
Transportation Holding, Inc. filed with the Secretary of State
of Florida on February 7, 1995, incorporated by reference to
an appendix to the Company's Proxy Statement dated December
15, 1994.  File No. 33-26115.

(3)(a)(4)		Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc., filed with the Florida Secretary
of State on May 6, 1999 incorporated by reference to a form of
such amendment filed as Exhibit 4 to the Company's Form 8-K
dated May 5, 1999.  File No. 33-26115.

(3)(a)(5)   	Amendment to the Articles of Incorporation of Patriot
Transportation Holding, Inc. filed with the Secretary of
State of Florida on February 21, 2000, incorporated by
reference to the corresponding exhibit filed with Form 10-Q
for the quarter ended March 31, 2000.  File No. 33-26115.

(3)(b)(1)         Amended and Restated Bylaws of Patriot Transportation
Holding, Inc. adopted August 3, 2005, incorporated by reference to
Exhibit 3.1 to the Company's Form 8-K dated August 3, 2005.
File No. 33-26115.

(4)(a)            Articles III, VII and XII of the Articles of Incorporation of
Patriot Transportation Holding, Inc, incorporated by reference
to an exhibit filed with Form S-4 dated December 13, 1988.
And amended Article III, incorporated by reference to an
exhibit filed with Form 10-K for the fiscal year ended
September 30, 1993.  And Articles XIII and XIV, incorporated
by reference to an appendix filed with the Company's Proxy
Statement dated December 15, 1994.   File No. 33-26115.

(4)(b)            Specimen stock certificate of Patriot Transportation Holding,
Inc, incorporated by reference to an exhibit filed with   Form
S-4 dated December 13, 1988.  File No. 33-26115.

(4)(c)            Rights Agreement, dated as May 5, 1999 between the
Company and First Union National Bank, incorporated by reference to
Exhibit 4 to the Company's Form 8-K dated May 5, 1999.   File
No. 33-26115.

(10)(a)           Various lease backs and mining royalty agreements with
Florida Rock Industries, Inc., none of which are presently believed to
be material individually, except for the Mining Lease
Agreement dated September 1, 1986, between Florida Rock
Industries Inc. and Florida Rock Properties, Inc., successor
by merger to Grandin Land, Inc. (see Exhibit (10)(c)), but all
of which may be material in the aggregate, incorporated by
reference to an exhibit filed with Form S-4 dated December 13,
1988.  File No. 33-26115.

(10)(b)		License Agreement, dated June 30, 1986, from Florida Rock
Industries, Inc. to Florida Rock & Tank Lines, Inc. to use
"Florida Rock" in corporate names,  incorporated by reference
to an exhibit filed with Form S-4 dated December 13, 1988.
File No. 33-26115.

(10)(c)		Mining Lease Agreement, dated September 1, 1986, between
Florida Rock Industries, Inc. and Florida Rock Properties,
Inc., successor by merger to Grandin Land, Inc., incorporated
by reference to an exhibit previously filed with Form S-4
dated December 13, 1988. File No. 33-26115.

(10)(d)		Summary of Medical Reimbursement Plan of Patriot
Transportation Holding, Inc.,  incorporated by reference to an
exhibit filed with Form 10-K for the fiscal year ended
September 30, 1993.  File No. 33-26115.

(10)(e)		Summary of Management Incentive Compensation Plans,
incorporated by reference to an exhibit filed with Form 10-K
for the fiscal year ended September 30, 1994. File No. 33-
26115.

(10)(f)           Management Security Agreements between the Company and
certain officers, incorporated by reference to a form of agreement
previously filed (as Exhibit (10)(I)) with Form S-4 dated
December 13, 1988.  File No. 33-26115.

(10)(g)(1)        Patriot Transportation Holding, Inc. 2000 Stock Option Plan,
incorporated by reference to an appendix to the Company's
Proxy Statement dated December 15, 1999.  File No. 33-26115.

(10)(g)(2)		Patriot Transportation Holding, Inc. 2006 Stock Incentive
Plan, incorporated by reference to an appendix to the
Company's Proxy Statement dated December 29, 2005.  File No.
33-26115.

(10)(h)        	Amended and Restated Revolving Credit Agreement dated
September 30, 2008 among Patriot Transportation Holding, Inc.
as Borrower, the Lenders from time to time party hereto and
Wachovia Bank, National Association as Administrative Agent,
incorporated by reference to the Company's Form 8-K dated
October 7, 2008. File No. 33-26115.

(10)(i)           The Company and its consolidated subsidiaries have other long-
term debt agreements, none of which exceed 10% of the total
consolidated assets of the Company and its subsidiaries, and
the Company agrees to furnish copies of such agreements and
constituent documents to the Commission upon request.

(10)(j)		Letter of Credit Facility between Patriot Transportation
Holding, Inc. and SunTrust Bank, N.A. dated February 16, 2005,
incorporated by reference to the Company's Form 8-K dated
February 16, 2005. File No. 33-26115.

(10)(k) 		Joint Venture Agreement between Florida Rock Industries, Inc.
and Florida Rock Properties, incorporated by reference to an
exhibit filed with Form 10-K for the fiscal year ended
September 30, 2006. File No. 33-26115.

(10)(l)		Letter Agreement between the Company and David H.
deVilliers, Jr., incorporated by reference to an exhibit
filed with Form 10-Q for the quarter ended December 31, 2007.
File No. 33-26115.

(10)(m)		Letter Agreement between the Company and Robert E.
Sandlin, incorporated by reference to an exhibit filed with
Form 10-Q for the quarter ended December 31, 2007. File No.
33-26115.

(10)(n)		Letter Agreement between the Company and John D.
Klopfenstein, incorporated by reference to an exhibit filed
with Form 10-Q for the quarter ended December 31, 2007. File
No. 33-26115.

(10)(o) 		Agreement of Sale between FRP Bird River, LLC. and Mackenzie
Investment Group, LLC. and related amendments, incorporated by
reference to an exhibit filed with Form 10-K for the year
ended September 30, 2009. File No. 33-26115.

(13)	            The Company's 2009 Annual Report to shareholders, portions of
which are incorporated by reference in this Form 10-K. Those
portions of the 2009 Annual Report to Shareholders which are
not incorporated by reference shall not be deemed to be filed
as part of this Form 10-K.

(14)          Financial Code of Ethical Conduct between the Company, Chief
Executive Officers and Financial Managers, adopted December
4, 2002, incorporated by reference to an exhibit filed
with Form 10-K for the year ended September 30, 2003.  File
No. 33-26115.

(21)	Subsidiaries of Registrant at September 30, 2009:  Florida
Rock & Tank Lines, Inc. (a Florida corporation); Florida Rock
Properties, Inc. (a  Florida corporation); FRP Development
Corp. (a Maryland corporation); FRP Maryland, Inc. (a Maryland
corporation); 34 Loveton Center LLC (a Maryland limited
liability company); FRTL, Inc. (a Florida corporation);
SunBelt Transport, Inc. (a Florida corporation); Oz LLC(a
Maryland limited liability company); 1502 Quarry, LLC(a
Maryland limited liability company); FRP Lakeside LLC #1 (a
Maryland limited company); FRP Lakeside LLC #2 (a Maryland
limited liability company); FRP Lakeside LLC #3 (a Maryland
limited liability company); FRP Lakeside LLC #4 (a Maryland
limited liability company); FRP Lakeside LLC #5 (a Maryland
limited liability company); FRP Hillside LLC (a Maryland
limited liability company); FRP Hillside LLC #2 (a Maryland
limited liability company); FRP Hillside LLC #3 (a Maryland
limited liability company); FRP Hillside LLC #4 (a Maryland
limited liability company); FRP Windsor LLC (a Maryland
limited liability company); FRP Dorsey LLC (a Maryland limited
liability company); FRP Bird River LLC (a Maryland limited
liability company); FRP Interchange LLC (a Maryland limited
liability company); FRP Azalea LLC (a Maryland limited
liability company); FRP Manassas LLC (a Maryland limited
liability company); FRP Hampstead LLC (a Maryland limited
liability company).

(23)(a)           Consent of Hancock Askew & Co., Inc., Independent Registered
Certified Public Accounting Firm, appears on page 30 of this
Form 10-K.

(31)(a)           Certification of John D. 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.



                 PATRIOT TRANSPORTATION HOLDING, INC.
	INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
	(Item 15(a) (1) and 2))


                                                               Page

Consolidated Financial Statements:
  Consolidated balance sheets at September 30, 2009
    and 2008                                                   13(a)

  For the years ended September 30, 2009, 2008 and 2007:
    Consolidated statements of income                          12(a)
    Consolidated statements of cash flows                      14(a)
    Consolidated statements of shareholders' equity            15(a)
	and comprehensive income

  Notes to consolidated financial statements                16-23(a)

  Report of Independent Registered Certified Public
    Accounting Firm                                         25-26(a)

  Selected quarterly financial data (unaudited)                 6(a)

Consent of Independent Registered Certified Public
  Accounting Firm                                              30(b)

Report of Independent Registered Certified Public
  Accounting Firm on Financial Statement Schedules             30(b)

Consolidated Financial Statement Schedules:

 II - Valuation and qualifying accounts                        31(b)

III - Real estate and accumulated depreciation and
  depletion                                            32-33(b)

(a)		Refers to the page number in the Company's 2009 Annual
Report to Shareholders.  Such information is incorporated by
reference in Item 8 of this Form 10-K.

(b)		Refers to the page number in this Form 10-K.

All other schedules have been omitted, as they are not required under
the related instructions, are inapplicable, or because the information
required is included in the consolidated financial statements.





                                                      Exhibit 23


CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-55132, 333-125099 and 333-131475) of
Patriot Transportation Holding, Inc. of our report dated December 2,
2009 relating to the consolidated financial statements and the
effectiveness of Patriot Transportation Holding, Inc's internal control
over financial reporting which appears in the Annual Report to
Shareholders incorporated by reference herein.  We also consent to the
incorporation by reference of our report dated December 2, 2009,
relating to the financial statement schedules, which appear in this Form
10-K.

Hancock Askew & Co., LLP

Savannah, Georgia
December 2, 2009

____________________



REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM ON
FINANCIAL STATEMENT SCHEDULES


To the Board of Directors of
Patriot Transportation Holding, Inc.:


Our audit of the consolidated financial statements referred to in our
report dated December 2, 2009 appearing in the 2009 Annual Report to
Shareholders of Patriot Transportation Holding, Inc. (which report and
consolidated financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the financial
statement schedules listed in Item 15(a)(2) of this Form 10-K.  These
financial statement schedules are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statement schedules based on our audit.  In our opinion,
these financial statement schedules present fairly, in all material
respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.

Hancock Askew & Co., LLP

Savannah, Georgia
December 2, 2009


____________________






                  PATRIOT TRANSPORTATION HOLDING, INC.
                 SCHEDULE II (CONSOLIDATED) - VALUATION
                      AND QUALIFYING ACCOUNTS
            YEARS ENDED SEPTEMBER 30, 2009, 2008 AND 2007


                              ADDITIONS    ADDITIONS
                   BALANCE    CHARGED TO   CHARGED TO                  BALANCE
                   AT BEGIN.  COST AND     OTHER                       AT END
                   OF YEAR    EXPENSES     ACCOUNTS     DEDUCTIONS     OF YEAR

Year Ended
September 30, 2009:

                                                       
Allowance for
 doubtful accounts $  264,999 $   165,702  $       -    $   234,684(a) $  196,017
Accrued risk
 insurance         $8,215,064 $ 3,546,297  $       -    $ 3,464,304(b) $8,297,057
Accrued health
 insurance          1,125,160   3,772,482     44,934(c)   3,879,250(b)  1,063,326
Totals -
 insurance         $9,340,224 $ 7,318,779  $  44,934    $ 7,343,554    $9,360,383

Year Ended
September 30, 2008:

Allowance for
 doubtful accounts $  206,868 $   146,375  $       -    $    88,244(a) $  264,999
Accrued risk
 insurance         $7,611,683 $ 3,914,380  $       -    $ 3,310,999(b) $8,215,064
Accrued health
 insurance          1,071,216   3,742,041     (8,727)(c)  3,679,370(b)  1,125,160
Totals -
 insurance         $8,682,899 $ 7,656,421  $  (8,727)   $ 6,990,369    $9,340,224

Year Ended
September 30, 2007:

Allowance for
 doubtful accounts $  359,227 $   (22,155) $       -    $   130,204(a) $  206,868
Accrued risk
 insurance         $8,208,570 $ 2,319,782  $       -    $ 2,916,669(b) $7,611,683
Accrued health
 insurance          1,192,939   3,662,082   (142,628)(c)  3,641,177(b)  1,071,216
Totals -
 insurance         $9,401,509 $ 5,981,864  $(142,628)   $ 6,557,846    $8,682,899






(a) Accounts written off less recoveries
(b) Payments
(c) Other comprehensive income (ASC Topic 715).





                   PATRIOT TRANSPORTATION HOLDING, INC.
SCHEDULE III (CONSOLIDATED)-REAL ESTATE & ACCUMULATED DEPRECIATION AND
                        DEPLETION (dollars in thousands)
                             SEPTEMBER 30, 2008

			                Cost capi-  Gross amount		 Year		 Deprecia-
	       Encumb-  Initial cost     talized      at which	  Accumulated	  Of	 Date	 tion Life
County	       rances	    to	        subsequent   carried at	  Depreciation	Constr-	Acquired Computed
		         Company	to acqui-   end of period		 tion		   on:
			                 sition	         (a)
                                                                            
Construction Aggregates
Alachua, FL	        $  1,442	$     0	    $    1,442	     $   118	  n/a	  4/86	   unit
Clayton, GA		     369	      0	           369	           5	  n/a	  4/86	   unit
Fayette, GA	       	     685	      0	           685	          60	  n/a  	  4/86	   unit
Lake, FL		     403	      0	           403	         146 	  n/a 	  4/86	   unit
Lee, FL		           4,690	      6	         4,696	           6	  n/a	  4/86	   unit
Monroe, GA		     792	      0	           792	         271	  n/a	  4/86	   unit
Muscogee, GA		     369	    (45)	   324	         207 	  n/a	  4/86	   unit
Prince Wil. VA		     299	      0	           299	         299	  n/a	  4/86	   unit
Putnam, FL                15,002             32         15,034         4,032      n/a     4/86     unit
	              0   24,051	     (7)	24,044	       5,144
Other Rental Property
Wash D.C.		   2,956 	 11,822	        14,778         2,716      n/a	  4/86    15 yr.
Wash D.C.                  3,811              0          3,811             0      n/a    10/97
Putnam, FL		     302             19            321           303      n/a     4/86     5 yr.
Spalding, GA                  20              0             20             0      n/a     4/86
Lake, FL		   1,083	      0	         1,083	         968   	  n/a	  4/86	   unit
Marion, FL	           1,180	      4	         1,184	         599	  n/a	  4/86	   unit
	              0    9,352         11,845         21,197         4,586
Commercial Property
Baltimore, MD	  2,351	     439	  3,841	         4,280	       2,135	 2009    10/89	  39 yr.
Baltimore, MD	  5,853	     950	  6,422	         7,372	       3,423	 2009    12/91	  39 yr.
Baltimore, MD	  2,005	     690	  2,837	         3,527	         946	 2000	  7/99	  39 yr.
Baltimore, MD	      0    5,634	 11,955	        17,589	         137	 2009    12/02	  39 yr.
Duval, FL	      0	   2,416	    529	         2,945	       2,646	  n/a	  4/86	  25 yr.
Harford, MD	  1,936	      31	  3,826	         3,857	       1,439	 1998	  8/95	  39 yr.
Harford, MD	  3,455	      50	  5,552	         5,602	       1,623	 1999	  8/95	  39 yr.
Harford, MD	  4,971	      85	  6,665	         6,750	       2,290	 2001	  8/95	  39 yr.
Harford, MD	      0       92	  1,479	         1,571	           0	  n/a	  8/95	  39 yr.
Harford, MD	  3,668	      88	 10,133	        10,221	       2,144	 2007	  8/95	  39 yr.
Harford, MD	  2,829	     155	 11,500	        11,655	       1,671	 2009	  8/95	  39 yr.
Howard, MD	  2,872	   2,859	  4,364	         7,223	       3,044	 2009	  9/88	  39 yr.
Howard, MD	  1,812	   2,473	    922	         3,395	         936	 2006	  3/00	  39 yr.
Anne Arun, MD	  1,822	     715	  7,740	         8,455	       4,363	 2009	  9/88	  39 yr.
Anne Arun, MD	 10,277	     950	 13,055	        14,005	       2,555	 2005	  5/98	  39 yr.
Anne Arun, MD	  9,767	   1,525	 10,762	        12,287	       1,419	 2005	  8/04	  39 yr.
Anne Arun, MD	  4,692	     737	  5,163	         5,900	         564	 2006 	  1/03	  39 yr.
Anne Arun, MD         0        0            147            147             0     2009      n/a    15 yr.
Anne Arun, MD         0	     667          6,798          7,465           264	 2008 	  7/07	  39 yr.
Norfolk, VA	  6,522	   7,512	      0	         7,512	       1,112	  n/a    10/04	  39 yr.
Prince Wil. VA	      0	   7,324	  6,069	        13,393	           0	  n/a    12/05	  39 yr.
Newcastle Co. DE 11,321	  11,559	  1,222	        12,781	       1,892	 2009 	  4/04	  39 yr.
Carroll, MD           0	   4,720	    923	         5,643	           0	  n/a	  3/08	    n/a
                 76,153	  51,671        121,904	       173,575	      34,603

Investment Property        2,451            318          2,769           646      n/a     4/86      n/a

GRAND
   TOTALS       $76,153  $87,525       $134,060	      $221,585       $44,979

 (a)  The aggregate cost for Federal income tax purposes is $205,346.




               PATRIOT TRANSPORTATION HOLDING, INC.
          SCHEDULE III (CONSOLIDATED) - REAL ESTATE AND
             ACCUMULATED DEPRECIATION AND DEPLETION
          YEARS ENDED SEPTEMBER 30, 2009, 2008 AND 2007
                          (In thousands)

                                          2009          2008         2007

Gross Carrying Cost of Real Estate:

Balance at beginning of period         $210,919       190,030      184,735

Additions during period:
  Amounts capitalized                    10,800        24,221        5,295

Deductions during period:
  Cost of real estate sold                  (45)       (3,326)           -
  Other (abandonments)                      (89)           (6)           -

Balance at close of period             $221,585       210,919      190,030

Accumulated Depreciation & Depletion:

Balance at beginning of period         $ 40,578        36,539       33,671

Additions during period:
  Charged to cost & expense               4,446         4,045        2,868

Deductions during period:
  Real estate sold                          (45)           (6)            -

Balance at close of period              $44,979        40,578       36,539

EX-13

Annual Report 2009
CONSOLIDATED FINANCIAL HIGHLIGHTS
Years ended September 30
(Amounts in thousands except per share amounts)
                                                               %
                                          2009      2008     Change

Revenues                                $114,553  129,900     (11.8)
Gross profit                            $ 29,324   30,049      (2.4)
Operating profit                        $ 16,128   15,029       7.3
Income from continuing operations       $  7,908    8,919     (11.3)
Discontinued operations, net            $ (4,155)    (951)    336.9
Net income                              $  3,753    7,968     (52.9)

Per common share:
 Income from continuing operations:
  Basic                                 $   2.60     2.94     (11.6)
  Diluted                               $   2.53     2.85     (11.2)
 Discontinued operations:
  Basic                                 $  (1.37)    (.31)   (341.9)
  Diluted                               $  (1.33)    (.30)   (343.3)
 Net income:
  Basic                                 $   1.23     2.63     (53.2)
  Diluted                               $   1.20     2.55     (52.9)

Total Assets                            $256,854  262,040      (2.0)
Total Debt                              $ 76,153   80,172      (5.0)
Shareholders' Equity                    $142,408  137,355       3.7
Common Shares Outstanding                  3,053    3,039       0.5
Book Value Per Common Share             $  46.64    45.20       3.2

BUSINESS. The Company is engaged in the transportation and real estate
businesses.  The Company's transportation business is conducted through a
wholly owned subsidiary, Florida Rock & Tank Lines, Inc. (Tank Lines), which
is a Southeastern U.S. based tank truck company concentrating in the hauling
of primarily petroleum products and other liquid and dry bulk commodities.
The Company's real estate group, comprised of FRP Development Corp. and
Florida Rock Properties, Inc., acquires, constructs, leases, operates and
manages land and buildings to generate both current cash flows and long-term
capital appreciation.  The real estate group also owns real estate which is
leased under mining royalty agreements or held for investment.

OBJECTIVES. The Company's dual objectives are to continue building a
substantial transportation company and a real estate company providing sound
long-term growth, cash generation and asset appreciation.

  TRANSPORTATION
Internal growth is accomplished by a dedicated and competent work force
emphasizing superior service to customers in existing markets,
developing new transportation services for customers in current market
areas and expanding into new market areas.
External growth is designed to broaden the Company's geographic market
area and delivery services by acquiring related businesses.

  REAL ESTATE
The growth plan is based on the acquisition, development and management
of commercial warehouse/office rental properties located in appropriate
sub-markets in order to provide long-term positive cash flows and
capital appreciation.


To Our Shareholders

Our Fiscal Year 2009 began with the unfolding of an economic and financial
crisis that progressed from bad to worse through our first two quarters.  The
third quarter brought some improvement in demand in our transportation segment
but our flatbed carrier, Sunbelt Transport, Inc. continued to struggle to break
even. Despite determined efforts by our Sunbelt management to hold up rates and
generate traffic from its construction material supplier customers, losses
continued to plague us.  We sold tractors and trailers and "right-sized" our
flatbed operations down to meet the lowering demand for transportation of
construction materials.  Notwithstanding the excellent performance of our
management team at Sunbelt through the first three quarters, the handwriting
remaining indelibly on the wall that these operations were not going to see a
rebound in demand for some time.  In June we made the difficult, but necessary
decision, to put the Sunbelt business up for sale, consummating a sale in
August in return for a million dollars of cash and sixty monthly payments of
$130,000 each plus $10,000 monthly for facility leases.

We cannot, however, close the chapter of our Sunbelt operations without
expressing our sincere gratitude for the valiant and loyal efforts of all its
employees on behalf of our shareholders.  Thankfully the purchaser of these
operations has retained the majority of these excellent people and for that we
are also appreciative.

Fiscal 2009 saw our first forays into the public presentations arena with
presentations at the BB&T Transportation Conference in Coral Gables, Florida,
in February and the Wall Street Analyst forum in September in New York City.
While these presentations revealed no significant changes in your company, your
officers were well received by the audiences and we hope our efforts at greater
transparency will contribute to realizing the full value of the assets for
which our management is responsible.  As we report our fiscal year earnings, we
will also hold our inaugural conference call for shareholders, analysts and
interested parties to hear directly from and inquire of your management team.

Transportation Segment.  With the sale of our Sunbelt flatbed operations, our
transportation segment now consists only of our tank truck operations in
Florida Rock and Tank Lines, Inc.  While these operations did not produce the
revenues or miles they contributed in 2008, they turned in a higher gross
profit by 7.6% through their stellar safety performance that drove their
insurance and loss expense lower year-over-year by $1,842,000!  For 2009, FRTL
reached and even exceeded its management's targeted Preventable Accident
Frequency Rate even though its 2008 performance in this area had been a company
record!  While it is not realistic to expect safety and loss improvements of
that magnitude going forward, we do believe that this Tank Lines management has
developed a strong safety culture that will enable this company to achieve an
industry leading performance in this area in the future.

FRTL also took another significant forward step in 2009 as it undertook a
disciplined management initiative aimed at performance improvement in all major
areas of its operations.  Coming out of several management interviews and
management focus groups, this initiative, termed ACE by its participants for
its stated goal to "Achieve Continuous Improvement", consists of a set of three
major initiatives in the areas of Growth, Operations and People.  Under each of
these major initiatives, management has delineated several areas of focus for
improvement and is undergoing the process of translating these efforts to
individual commitments to action for all members of the management team for
fiscal 2010.  We commend this performance improvement effort by Tank Lines
management and look forward to tracking their achievements in future years.

Real Estate Segment.  Our real estate segment experienced the reality of the
economic downturn during fiscal 2009 as the two new buildings we brought on
line in September 2008, and the one new building completed in the spring of
2009 all remained empty through year end with no clear prospect for occupancy
in the coming year.  Likewise our heritage warehouses and offices lost some
tenants to the economic downturn during the year and experienced some rent
reductions for the few renewing tenants as competition for the declining number
of prospective tenants grew stronger.  At year end our developed properties
were at a 75% occupancy rate with 12% of our rented square footage scheduled
for renewal or termination within fiscal 2010.  We will do well to end fiscal
2010 with the same occupancy rate of 75% as the number of prospective tenants
is healthy but the number actually closing on new space is far fewer.

For our mining and rental properties, revenues in fiscal 2009 also declined, in
this area by 17.6% on 28.6% fewer tons mined.  Actual revenue per ton continued
to rise during the year giving us promise for real improvements in this area of
our business once the demand for construction aggregates returns to more
historical levels.

Our undeveloped property on the Anacostia River adjacent to the Washington
Nationals baseball park in Washington, D.C. was likewise affected by the real
estate downturn during the year as demand for new office and apartment space
declined even in Washington, D.C.  Our real estate management team wisely  went
back to the District of Columbia authorities with a request for a two-year
extension on our permits for development of this property, which extension was
just recently granted giving us until June, 2013 within which to commence
construction on the first phase of this project.

Due to the decline in commercial real estate activity during the year, we
scaled back our real estate staff and absorbed significant severance costs.  We
have ceased building any new buildings and will continue on the building
sidelines until our existing inventory returns to more typical historical
occupancy rates of 90% and above.  For the coming year or years we will operate
with a bare-bones staff as we seek to lease up our existing inventory and
complete the development permitting efforts that have proven so vital to our
development of increased shareholder value in the past.

Finally, as we look at our balance sheet, we remain very strong.  At year end
we had $15.8 million of cash and practically all of our thirty-seven million
dollar revolver available.  Our only debt consists of fully amortizing, non-
recourse mortgages on 23 of our developed properties, totaling $76.2 million of
debt with approximately $9 million of principal and interest payments due for
fiscal 2010.

In conclusion, we remain financially conservative in our philosophy with a
focus on building shareholder value over time with a constant preference in
favor of cash flow and moderate leverage.  As in prior years we will seek to
improve our customer service to levels that qualify as first in class while
remembering that our guiding purpose is to produce ever improving returns on
our capital employed for the benefit of our shareholders.  We thank you, our
customers and our shareholders, for your continuing loyalty and confidence and,
as always, we pay tribute and thanks to our talented and dedicated people
without whom we could accomplish none of our goals.

Respectively yours,



Edward L. Baker
Chairman



John D. Baker II
President & Chief Executive Officer



OPERATING PROPERTIES

Transportation.  During fiscal 2009, the Company's transportation group
operated through a wholly owned subsidiary, Florida Rock & Tank Lines, Inc.
(Tank Lines).  Tank Lines is engaged in hauling petroleum and other liquid
and dry bulk commodities in tank trucks.

Tank Lines operates from terminals in Jacksonville, Orlando, Panama City,
Pensacola, Port Everglades, Tampa and White Springs, Florida; Albany,
Atlanta, Augusta, Bainbridge, Columbus, Dalton, Macon and Savannah, Georgia;
Knoxville, Tennessee; Montgomery, Alabama; and Wilmington, North Carolina.

At September 30, 2009, the transportation group owned and operated a fleet of
394 trucks and 516 trailers plus 2 additional trucks that were being prepared
for sale.  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 and leased certain facilities.

During fiscal 2009, the transportation group purchased 24 new tractors and 4
trailers.  In fiscal 2007 and 2008, the Company purchased 137 new tractors
accelerating its normal tractor replacement cycle in response to stricter
engine emission standards on new trucks.  The fiscal 2010 capital budget
includes 68 new tractors and 20 new trailers including binding commitments to
purchase 65 tractors at September 30, 2009.  Maintaining a modern fleet has
resulted in reduced maintenance expenses, improved operating efficiencies and
enhanced driver recruitment and retention.

Real Estate.  The real estate group operates the Company's real estate and
property development activities.

The Company owns real estate in Florida, Georgia, Virginia, Maryland,
Delaware and Washington, D.C.  The real estate owned generally falls into one
of three categories: (i) land and/or buildings leased under rental agreements
or being developed for rental; (ii) land with construction aggregates
deposits, a substantial portion of which is leased to Vulcan Materials
Company under long-term mining royalty agreements, whereby the Company is
paid a percentage of the revenues generated or annual minimums; and (iii)
land held for future appreciation or development.

At September 30, 2009, the Company owned 11 parcels of land containing 261
usable acres in the Mid-Atlantic region of the United States as follows:

1) Hillside Business Park in Anne Arundel County, Maryland consists of 49
usable acres.  A total of 504,740 square feet existed on the property at the
beginning of 2008 and it is 97% occupied. Construction of the final building
with 66,398 square feet of office space was completed September 30, 2008.  The
addition of this as yet unoccupied building resulted in a decline in average
occupancy from 97% to 86%.

2) Lakeside Business Park in Harford County, Maryland consists of 84 usable
acres.  Eight warehouse/office buildings, totaling 745,297 square feet, were in
place at the beginning of 2009 and are 100% occupied. Construction of the ninth
building with 148,425 warehouse/office space was completed in April 2009.  The
addition of this as yet unoccupied building resulted in a decline in average
occupancy from 100% to 83%.  The remaining 14 acres are available for future
development and have the potential to offer an additional 210,230 square feet
of comparable product.

3) 6920 Tudsbury Road in Baltimore County, Maryland contains 5.3 acres with
86,100 square feet of warehouse/office space that is 100% leased.

4) 8620 Dorsey Run Road in Howard County, Maryland contains 5.8 acres with
85,100 square feet of warehouse/office space that is 100% leased.

5) Rossville Business Center in Baltimore County, Maryland contains
approximately 10 acres with 190,517 square feet of warehouse/office space and
is 100% leased.

6) 34 Loveton Circle in suburban Baltimore County, Maryland contains 8.5 acres
with 30,006 square feet of office space, which is 76% leased including 23% of
the space occupied by the Company.

7) Oregon Business Center in Anne Arundel County, Maryland contains
approximately 17 acres with 195,615 square feet of warehouse/office space,
which is 71% leased.

8) Arundel Business Center in Howard County, Maryland contains approximately 11
acres with 162,796 square feet of warehouse/office space, which is 70% leased.

9) 100-400 Interchange Boulevard in New Castle County, Delaware contains
approximately 17 acres with 303,006 square feet of warehouse/office space,
which is 8% leased.  Chrysler and General Motors plant closings have reduced
demand in this market.  The remaining 8.8 acres are available for future
development and have the potential to offer an additional 93,600 square feet of
comparable product.

10) 1187 Azalea Garden Road in Norfolk, Virginia contains approximately 12
acres with 188,093 square feet of warehouse/office space, which is 100% leased.

11) Windlass Run Business Park in Baltimore County, Maryland contains 69,474
square feet of warehouse/office space completed September 30, 2008. The
building is as yet unoccupied.  This building is contained within a larger
parcel containing approximately 42 acres when complete is estimated to include
519,824 square feet of total build-out.

Future Planned Developments. At September 30, 2009 the Company owned the
following future development parcels:

1) 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.  The purchase price for the property is $25,265,000,
subject to certain potential purchase price adjustments.  The agreement of sale
is subject to certain contingencies including government approvals and the
closing may be two or more years away.  The purchaser has placed non-refundable
deposits of $1,000,000 under this contract in escrow.  Preliminary approval for
the development as originally contemplated under the agreement's pricing
contingencies has now been received and the time for any appeals from that
approval expired during the last days of July 2009.

2) Patriot Business Park, located in Prince William County, Virginia, is a 73
acre tract of land which is immediately adjacent to the Prince William Parkway
providing access to I-66.  The Company plans to develop and lease approximately
733,650 square feet of warehouse/office buildings on the property.  Land
development efforts commenced in the summer of 2008 but were placed on hold in
April 2009.

3) Brooksville Quarry LLC. On October 4, 2006, a subsidiary of the Company
(FRP) entered into a Joint Venture Agreement with Vulcan Materials Company
(formerly Florida Rock Industries, Inc.) to form Brooksville Quarry, LLC, a
real estate joint venture to develop approximately 4,300 acres of land near
Brooksville, Florida.  The property does not yet have the necessary
entitlements for real estate development.  Approval to develop real property in
Florida entails an extensive entitlements process involving multiple and
overlapping regulatory jurisdictions and the outcome is inherently uncertain.
The Company currently expects that the outcome will be resolved within the next
year.

4) Anacostia River. The Company owns a 5.8 acre parcel of undeveloped real
estate in Washington D.C. that fronts the Anacostia River and is adjacent to
the recently opened Washington Nationals Baseball Park.  The Company also owns
a nearby 2.1 acre tract on the same bank of the Anacostia River.  Currently,
the 5.8 acre tract is leased to a subsidiary of Vulcan Materials Company under
a short-term lease.  In May 2008, the Company received final approval from the
Zoning Commission of the District of Columbia of its planned unit development
application for the Company's 5.8 acre undeveloped waterfront site on the
Anacostia River in Washington, D.C.  The approved planned unit development
permits the Company to develop a four building, mixed use project, containing
approximately 545,800 square feet of office and retail space and approximately
569,600 square feet of additional space for residential and hotel uses.  The
approved development would include numerous publicly accessible open spaces and
a waterfront esplanade along the Anacostia River.  In November 2009, the
Company received a two-year extension for commencement of this project, moving
the construction commencement date to June 2013.  The Company sought this
extension because of negative current market indications.

5) Commonwealth Avenue in Jacksonville, Florida is a 50 acre, rail accessible
site near the western beltway of Interstate-295 capable of supporting
approximately 500,000 square feet of warehouse/office build-out.

6) Leister property in Hampstead, Carroll County, Maryland is a 117 acre parcel
located adjacent to State Route 30 bypass.  The parcel was acquired for future
commercial development and is projected to contain 900,000 square feet of space
when complete.  This parcel is currently in a predevelopment planning stage.


Real Estate Group Property Summary Schedule at September 30, 2009 (dollars in thousands)


		  	Encumb-	     Gross	       Net	         Date	      Revenue
County		  	rances	   Book Cost 	    Book Value	      Acquired      Fiscal 2009

                                                                       
Construction Aggregates
Alachua, FL	             	   $  1,442	    $  1,324	         4/86	       $  857
Clayton, GA		                369	         364	         4/86		   78
Fayette, GA	       	   	        685	         625	         4/86		  296
Lake, FL		     	        403	         257	         4/86		   59
Lee, FL		  	              4,696	       4,690	         4/86		  351
Monroe, GA		     	        792	         521	         4/86	        1,196
Muscogee, GA		     	        324	         117	         4/86		  148
Prince William. VA	       	        299	           0	         4/86		  139
Putnam, FL              	     15,034           11,002	         4/86	        1,501
	                      0	     24,044           18,900			        4,625
Other Rental Property
Wash D.C.			     14,778	      12,062             4/86		  746
Wash D.C.                             3,811            3,811	        10/97		   48
Putnam, FL		                321               18             4/86		    0
Spalding, GA                             20               20 	         4/86		    4
Lake, FL		  	      1,083	         115	         4/86		  100
Marion, FL	    	              1,184	         585	         4/86		  100
	                      0      21,197           16,611                              998
Commercial Property
Baltimore, MD	  	  2,351       4,280	       2,145	        10/89		  294
Baltimore, MD	  	  5,853	      7,372	       3,949	        12/91		1,323
Baltimore, MD	  	  2,005	      3,527	       2,581	         7/99  		  570
Baltimore, MD (1)             0	     17,589	      17,452	        12/02		    0
Duval, FL	              0	      2,945	         299	         4/86		  577
Harford, MD	  	  1,936	      3,857	       2,418             8/95		  755
Harford, MD	  	  3,455	      5,602	       3,979	         8/95		1,165
Harford, MD	  	  4,971	      6,750	       4,460	         8/95		1,348
Harford, MD	              0	      1,571	       1,571	         8/95		   62
Harford, MD	  	  3,668	     10,221	       8,077             8/95		1,557
Harford, MD	  	  2,829	     11,655	       9,984             8/95		  639
Howard, MD	  	  2,872	      7,223	       4,179	         9/88		  945
Howard, MD	  	  1,812	      3,395	       2,459	         3/00		  590
Anne Arun, MD	  	  1,822	      8,455	       4,092             9/88		1,044
Anne Arun, MD		 10,277	     14,005	      11,450	         5/98		2,087
Anne Arun, MD	  	  9,767	     12,287	      10,868	         8/04		1,763
Anne Arun, MD	  	  4,692	      5,900	       5,336             1/03		  601
Anne Arun, MD                 0         147              147	          n/a		   29
Anne Arun, MD                 0       7,465            7,201	         7/07		    0
Norfolk, VA	  	  6,522	      7,512	       6,400	        10/04   	  790
Prince Wil. VA	              0	     13,393	      13,393  	        12/05		    0
Newcastle Co. DE	 11,321	     12,781	      10,889	         4/04		1,133
Carroll, MD                   0	      5,643	       5,643	         3/08               0
                         76,153     173,575	     138,972	 	 	       17,272

Investment Property                   2,769            2,123              4/86    	   73
Brooksville Joint Venture             6,858            6,858	                          165

Grand Totals      	$76,153    $228,443         $183,464                          $23,133


(1)	121 acres of the 179+/- acre Bird River property is under contract for sale
at $25,265, subject to certain adjustments.



Five Year Summary-Years ended September 30
(Amounts in thousands except per share amounts)

                        2009      2008      2007      2006      2005
Summary of Operations:
Revenues             $114,553   129,900   111,706   104,466    96,105
Gross profit         $ 29,324    30,049    29,076    24,960    20,910
Operating profit     $ 16,128    15,029    17,504    13,577    11,982
Interest expense     $  3,482     4,551     3,878     3,955     3,229
Income from continuing
 operations          $  7,908     8,919     8,983     5,919     5,662
Per Common Share:
Basic                $   2.60      2.94      2.97      1.99      1.92
Diluted              $   2.53      2.85      2.87      1.92      1.86
Discontinued
 Operations, net     $ (4,155)     (951)      522     2,159     1,947
Net income           $  3,753     7,968     9,505     8,078     7,609
Per Common Share:
Basic                $   1.23      2.63      3.15      2.71      2.58
Diluted              $   1.20      2.55      3.04      2.62      2.50

Financial Summary:
Current assets       $ 29,883    41,852    60,665    37,005    31,472
Current liabilities  $ 22,367    28,611    25,571    22,889    19,638
Property and
 equipment, net      $199,013   197,823   176,395   172,532   153,084
Total assets         $256,854   262,040   253,530   219,215   193,715
Long-term debt       $ 71,860    76,153    80,172    60,548    48,468
Shareholders' equity $142,408   137,355   130,461   118,052   107,901
Net Book Value
 Per common Share    $  46.64     45.20     42.76     39.20     36.39
Other Data:
Weighted average common
 shares - basic         3,041     3,033     3,022     2,980     2,950
Weighted average common
 shares - diluted       3,117     3,126     3,131     3,087     3,039
Number of employees       761     1,039     1,019       981       925
Shareholders of record    543       549       573       634       679

Quarterly Results (unaudited)
(Dollars in thousands except per share amounts)
	              First	     Second	     Third           Fourth
                  2009    2008    2009    2008    2009    2008    2009    2008

Revenues        $30,844  29,847  27,777  31,132  28,090  34,138  27,842  34,783
Gross profit    $ 7,324   7,058   6,926	  6,713   7,181   8,178   7,893   8,100
Income from continuing
 operations     $ 1,943   2,010   1,696   1,114   2,213   2,579   2,056   3,216
Discontinued
 operations, net$  (196)   (605)   (287)   (488) (2,615)    195  (1,057)    (53)
Net income      $ 1,747   1,405   1,409	    626    (402)  2,774     999   3,163
Earnings per common share:
 Income from continuing operations-
  Basic         $   .64     .66     .56     .37     .73     .85     .67    1.06
  Diluted       $   .63     .64     .54     .36     .71     .83     .66    1.03
 Discontinued operations-
  Basic         $ ( .06)   (.20)   (.10)   (.16)   (.86)    .07    (.34)   (.02)
  Diluted       $ ( .07)   (.19)   (.09)   (.16)   (.84)    .06    (.34)   (.01)
 Net income-
  Basic         $   .58     .46     .46     .21    (.13)    .92     .33    1.04
  Diluted       $   .56     .45     .45     .20    (.13)    .89     .32    1.02
Market price per common share(a):
    High        $ 80.90   98.57   75.00   93.00   86.51   92.00   83.99   83.16
    Low         $ 61.89   89.03   44.19   75.05   62.12   78.41   69.08   75.30

(a) All prices represent high and low daily closing prices as reported by The
Nasdaq Stock Market.

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

Executive 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 liquid and dry bulk
commodities in tank trailers.

The Company's real estate business is operated through two subsidiaries:
Florida Rock Properties, Inc. and FRP Development Corp.  The Company owns real
estate in Florida, Georgia, Virginia, Maryland, Delaware and Washington, D.C.
The real estate owned generally falls into one of three categories: (i) land
and/or buildings leased under rental agreements or being developed for rental;
(ii) land with construction aggregates deposits, a substantial portion of which
is leased to Vulcan Materials Company (Vulcan) under mining royalty agreements;
and (iii) land held for future appreciation or development.

The Company may be considered a related party to Vulcan Materials Company
(Vulcan).  One director of the Company is employed by Vulcan and is related to
two other Company directors.   Those three directors own approximately 3% of
the stock of Vulcan and 45% of the stock of the Company.  The Company derived
5.5% of its consolidated revenue from Vulcan in fiscal 2009.

Net income was $3,753,000 or $1.20 per diluted share in fiscal 2009, a decrease
of 52.9% compared to $7,968,000 or $2.55 per diluted share in fiscal 2008.  Net
income for 2009 and 2008 included a loss on discontinued operations of
$4,155,000 and $951,000 respectively, net of tax benefit, related to the
operations and sale of the Company's flatbed trucking company, Sunbelt
Transport, Inc.  Net income for 2008 benefited from a gain on condemnation of
land of $1,916,000, net of income taxes but was adversely impacted by the
retirement benefits expense of $1,541,000, net of income tax benefits, for the
Company's previous President and CEO, whose retirement was effective February
6, 2008.

Transportation. The Company generates transportation revenue by providing over
the road hauling services for customers primarily in the petroleum products
industry (Tank Lines).  The majority of our petroleum products customers are
major oil companies and convenience store chains, who sell gasoline or diesel
fuel directly to the retail market.

Our customers generally pay for services based on miles driven. We also bill
for other services that may include stop-offs and pump-offs.  Additionally, we
generally bill customers a fuel surcharge that relates to the fluctuations in
diesel fuel costs.

Miles hauled and rates per mile are the primary factors impacting
transportation revenue.  Changes in miles or rates will affect revenue.
Operating results are impacted by our ability to recover fuel surcharges from
customers.  In light of the volatility of fuel prices, it may be difficult for
us to recover fuel surcharges from customers at levels that will allow us to
maintain current levels of profitability.  Tank Lines primarily engages in
short-haul out-and-back deliveries and generally is paid for round trip miles
(approximately 100 miles).

Operating safely, efficient equipment utilization, appropriate freight rates,
and driver retention are the most critical factors in maintaining profitable
operations.  Statistics related to these factors are monitored weekly and
monthly.  Operating expenses are generally split evenly between variable
(driver pay, fuel, and maintenance) and fixed costs (overhead, insurance and
depreciation).  As a result, increases in revenue will generally improve our
operating profit ratio.

Real Estate. The Company owns real estate in Florida, Georgia, Virginia,
Maryland, Delaware, and Washington, D.C.  The real estate owned generally falls
into one of three categories: (i) land and/or buildings leased under rental
agreements or being developed for rental; (ii) land with construction
aggregates deposits; and (iii) land held for future appreciation or
development.

Revenue from land and/or buildings is generated primarily from leasing our
portfolio of flex office/warehouse buildings.  Our flex office/warehouse
product is a functional warehouse with the ability to configure portions as
office space as required by our tenants.  We lease space to tenants who
generally sign multiple year agreements.  Growth is achieved by increasing
occupancy and lease rates in existing buildings and by developing or acquiring
new warehouses.  We attempt to develop or purchase properties in areas that
have high growth potential and are accessible to major interstates or other
distribution lanes.

Gross profit from the leasing of developed buildings is expected to weaken from
existing levels as our three new buildings brought into service recently
continue to contribute no revenue (but now add their fair share of depreciation
and maintenance expense) and expiring leases, if renewed, will entail rent
concessions from the existing levels.  Prospective tenants for vacant space are
significantly fewer than in the past few years, competition for their contracts
are more intense and rental rates continue to decline from existing levels.
The Company is not presently engaged in the construction of any new buildings.

The following table shows the total developed square footage and occupancy
rates of our flex office/warehouse and office parks at September 30, 2009:

                                             Total
Development          Location              Sq. feet     % Occupied

Hillside          Anne Arundel Co., MD      504,740        97.0%
Lakeside          Harford Co., MD           745,297       100.0%
Tudsbury          Baltimore Co., MD          86,100       100.0%
Dorsey Run        Howard Co., MD             85,100       100.0%
Rossville         Baltimore Co., MD         190,517       100.0%
Loveton           Baltimore Co., MD          30,006        76.3%
Oregon            Anne Arundel Co., MD      195,615        70.8%
Arundel           Howard Co., MD            162,796        70.1%
Interchange       New Castle Co., DE        303,006         8.1%
Azelea Garden     Norfolk, VA               188,093       100.0%
                                          2,491,270        83.7%
Buildings completed recently:

Hillside          September 30, 2008         66,398         0.0%
Windlass Run      September 30, 2008         69,474         0.0%
Lakeside          April 2009                148,425         0.0%
                                          2,775,567        75.1%

In addition to the completed buildings land is available at these parks to
construct additional buildings at Lakeside Business Park (210,230 square feet),
Windlass Run (450,300 square feet), and Interchange (93,600 square feet).

As of September 30, 2009, leases at our properties representing approximately
12%, 10% and 10% of the total square footage of buildings completed prior to
September 2009 were scheduled to expire in fiscal year 2010, 2011 and 2012,
respectively.  There is currently vacant space in the portfolio.  Leasing or
renewing these spaces will be critical to future financial results.

We also own a portfolio of mineable land, a substantial portion of which is
leased to Vulcan under long-term mining royalty agreements, whereby we are paid
a percentage of the revenues generated from mined product sold or annual
minimum rents.  The mines primarily consist of construction aggregates, such as
stone and sand, and calcium deposits.

Properties held for future development include:

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.  The purchase price for the property is $25,265,000,
subject to certain potential purchase price adjustments.  The agreement of sale
is subject to certain contingencies including government approvals and the
closing may be two or more years away.  The purchaser has placed non-refundable
deposits of $1,000,000 under this contract in escrow.  Preliminary approval for
the development as originally contemplated under the agreement's pricing
contingencies has now been received and the time for any appeals from that
approval expired during the last days of July 2009.

Patriot Business Park, located in Prince William County, Virginia, is a 73-acre
tract of land, which is immediately adjacent to the Prince William Parkway
providing access to I-66.  The Company plans to develop and lease approximately
733,650 square feet of warehouse/office buildings on the property.  Land
development efforts commenced in the spring of 2008 but were placed on hold in
April 2009.

Brooksville Quarry LLC. On October 4, 2006, a subsidiary of the Company (FRP)
entered into a Joint Venture Agreement with Vulcan Materials Company (formerly
Florida Rock Industries, Inc.) to form Brooksville Quarry, LLC, a real estate
joint venture to develop approximately 4,300 acres of land near Brooksville,
Florida.  Under the terms of the joint venture, FRP contributed its fee
interest in approximately 3,443 acres formerly leased to Vulcan under a long-
term mining lease which had a net book value of $2,548,000.  Vulcan is entitled
to mine the property until 2018 and pay royalties for the benefit of FRP for as
long as mining does not interfere with the development of the property.  Real
estate revenues included $158,000 of such royalties in fiscal 2009 and $148,000
in fiscal 2008.  Allocated depletion expense of $6,000 was included in real
estate cost of operations for fiscal 2009.  FRP also contributed $3,018,000 for
one-half of the acquisition costs of a 288-acre contiguous parcel.  Vulcan also
contributed 553 acres that it owned as well as its leasehold interest in the
3,443 acres that it leased from FRP.  The joint venture is jointly controlled
by Vulcan and FRP, and they each have a mandatory obligation to fund additional
capital contributions of up to $2 million.  Capital contributions of $1,500,000
have been made by each party as of September 30, 2009.  Distributions will be
made on a 50-50 basis except for royalties and depletion specifically allocated
to FRP.  Other income for fiscal 2009 includes a loss of $6,000 representing
the Company's equity in the loss of the joint venture.  The property does not
yet have the necessary entitlements for real estate development.  Approval to
develop real property in Florida entails an extensive entitlements process
involving multiple and overlapping regulatory jurisdictions and the outcome is
inherently uncertain.  The Company currently expects that the outcome will be
resolved within the next year.

The Company owns a 5.8 acre parcel of undeveloped real estate in Washington
D.C. that fronts the Anacostia River and is adjacent to the recently opened
Washington Nationals Baseball Park.  The Company also owns a nearby 2.1 acre
tract on the same bank of the Anacostia River.  Currently, the 5.8 acre tract
is leased to Vulcan Materials Company on a month-to-month basis.  In May 2008,
the Company received final approval from the Zoning Commission of the District
of Columbia of its planned unit development application for the Company's 5.8
acre undeveloped waterfront site on the Anacostia River in Washington, D.C.
The approved planned unit development permits the Company to develop a four
building, mixed use project, containing approximately 545,800 square feet of
office and retail space and approximately 569,600 square feet of additional
space for residential and hotel uses.  The approved development would include
numerous publicly accessible open spaces and a waterfront esplanade along the
Anacostia River.  In November 2009, the Company received a two-year extension
for commencement of this project, moving the construction commencement date to
June 2013.  The Company sought this extension because of negative current
market indications.

Commonwealth Avenue is a 50-acre, rail accessible site in Jacksonville, Florida
near the western beltway of Interstate-295 capable of supporting approximately
500,000 square feet of warehouse/office build-out.

Leister property in Hampstead, Carroll County, Maryland is a 117 acre parcel
located adjacent to State Route 30 bypass.  The parcel was acquired for future
commercial development and is projected to contain 900,000 square feet of space
when complete.  This parcel is currently in a predevelopment planning stage.

COMPARATIVE RESULTS OF OPERATIONS

Transportation
                                Fiscal Years ended September 30
(dollars in thousands)     ___2009     %     _2008     %      2007     %

Transportation revenue     $ 81,570   89%    83,925   80%    77,836   87%
Fuel surcharges               9,850   11%    21,162   20%    11,530   13%

Revenues                     91,420  100%   105,087  100%    89,366  100%

Compensation and benefits    35,631   39%    37,921   36%    34,728   39%
Fuel expenses                14,777   16%    25,026   24%    16,434   18%
Insurance and losses          6,712    7%     8,553    8%     7,197    8%
Depreciation expense          6,502    7%     5,840    6%     5,468    6%
Other, net                    8,684   10%     9,986    9%     8,568   10%

Cost of operations           72,306   79%    87,326   83%    72,395   81%

Gross profit               $ 19,114   21%    17,761   17%    16,971   19%

Revenues 2009 vs 2008 - Transportation revenues were $91,420,000, a decrease of
$13,667,000 or 13.0%.  Revenue miles in the current year were down 7.0%
principally due to lower demand for products hauled resulting from the economic
environment.  Excluding fuel surcharges, revenue per mile increased 4.3%.  The
average price paid per gallon of diesel fuel decreased by $1.43 or 39% over
2008 and fuel surcharge revenue decreased $11,312,000.

Revenues 2008 vs 2007 - Transportation revenues were $105,087,000, an increase
of $15,721,000 or 17.6%.  Revenue miles were up 4.1% reflecting improved driver
manning and higher tractor count.  Excluding fuel surcharges, revenue per mile
increased 3.6%.  The average price paid per gallon of diesel fuel increased by
$1.16 or 46% over 2007 and fuel surcharge revenue increased $9,632,000.

Expenses 2009 vs 2008 - Transportation's cost of operations decreased
$15,020,000 to $72,306,000 in 2009, compared to $87,326,000 in 2008.  The
Transportation segment's cost of operations in 2009 was 79% versus 83% in 2008.
 Compensation and benefits decreased $2,290,000 or 6.0% in 2009 due to the
decrease in miles driven.  Fuel cost decreased $1,063,000 less than the
decrease in fuel surcharge revenue due to less favorable recovery of fuel costs
when the fuel price is lower.  Insurance and losses decreased $1,841,000 due to
the reduction in miles driven and reduced vehicle accident costs partially
offset by higher health insurance claims.  Other expense decreased $1,302,000
due to the higher gains on equipment sales, the decrease in miles driven, and
other cost management.

Expenses 2008 vs 2007 - Transportation's cost of operations increased
$14,931,000 to $87,326,000 in 2008, compared to $72,395,000 in 2007. Cost of
operations in 2008 increased as a percent of revenue compared to 2007.
Compensation and benefits increased $3,193,000 or 9.2% in 2008 due to pay
increases and lower use of owner operators.  Average fuel cost per gallon in
2008 increased 46% over 2007.  This resulted in an increase in fuel cost which
was fully offset by increased fuel surcharge revenue.  Insurance and losses
increased $1,356,000 primarily due to 2007 including a reduction of expense for
changes in estimated prior year retained loss reserves along with $357,000 of
prior year insurance recoveries.  Other expense increased $1,418,000 due to
$215,000 higher gains on equipment in 2007 along with an increase of $840,000
in vehicle tires and maintenance.


Real Estate
                                Fiscal Years ended September 30
(dollars in thousands)      ___2009     %      2008     %      2007     %

Royalties and rent          $  6,438   28%     7,812   31%    6,680    30%
Developed property rentals    16,695   72%    17,001   69%   15,660    70%

Total revenue                 23,133  100%    24,813  100%   22,340   100%

Mining and land rent expenses  2,439   11%     3,065   12%    1,731     8%
Developed property management 10,484   45%     9,460   38%    8,504    38%

Cost of operations            12,923   56%    12,525   50%   10,235    46%

Gross profit                $ 10,210   44%    12,288   50%   12,105    54%

Revenues 2009 vs 2008 - Real estate revenues decreased $1,680,000 or 6.8% in
2009 to $23,133,000.  Lease revenue from developed properties decreased
$306,000 or 1.8%.  Royalties and rent decreased $1,374,000 or 17.6% due to
reduced demand for mined tons.

Revenues 2008 vs 2007 - Real estate revenues increased $2,473,000 or 11.1% in
2008 to $24,813,000.  Lease revenue from developed properties increased
$1,341,000 or 8.6%, due to an increase in occupied square footage along with
higher rental rates on new leases.  Royalties and rent increased $1,132,000 or
16.9% despite reduced tons mined because of an increase of $284,000 in revenues
from timber harvesting, revenue of $575,000 for reimbursement of higher real
estate taxes and increases in royalties per ton.

Expenses 2009 vs 2008 - Real estate segment expenses increased to $12,923,000
in 2009, compared to $12,525,000 in 2008.  Expenses related to developed
properties increased $1,024,000 as a result of new buildings placed in service
and severance costs.  Mining and land rent expenses decreased $626,000
primarily due to capitalization of property taxes on property under
development.

Expenses 2008 vs 2007 - Real estate segment expenses increased to $12,525,000
in 2008, compared to $10,235,000 in 2007.  Expenses related to developed
properties increased $956,000 as a result of new building additions, increased
real estate tax assessments, and increased staffing to facilitate continuing
portfolio expansion.  Mining and land rent expenses increased $1,334,000
primarily due to increased real estate tax assessments.

Consolidated Results

Gross Profit - Consolidated gross profit was $29,324,000 in 2009 compared to
$30,049,000 in 2008, a decrease of 2.4%.  Gross profit in the transportation
segment increased $1,353,000 or 7.6% due to reduced vehicle accident costs,
higher gains on equipment sales, increased revenue per mile, and cost
management offsetting the reduced miles driven.  Gross profit in the real
estate segment decreased $2,078,000 or 16.9% due to reduced demand for mined
tons, expenses related to new building additions and severance costs.
Consolidated gross profit was $30,049,000 in 2008 compared to $29,076,000 in
2007, an increase of 3.3%.

Selling, general and administrative expense - Selling, general and
administrative expenses for 2009 decreased $1,824,000 to $13,196,000.  The
fourth quarter of fiscal 2009 includes $900,000 for the impairment to estimated
fair value of the corporate aircraft.  The Company's decision to discontinue
its use required adjustment to the lower values of the current economic
environment.  Fiscal 2008 included $2,503,000 accrual of retirement benefits
for the Company's previous President and Chief Executive Officer.

Selling, general and administrative expenses in fiscal 2008 increased
$3,448,000 to $15,020,000 compared to fiscal 2007.  Fiscal year 2008 included
$2,503,000 accrual of retirement benefits for the Company's previous President
and CEO.  In March 2008, a corporate aircraft was purchased increasing expense
$548,000 in fiscal 2008.  Payroll and payroll taxes increased $114,000 due to
amounts paid to the Company's prior CFO who retired June 16, 2008 along with
additional staffing and payroll taxes on stock option exercises.  Estimated bad
debt expense increased $106,000 primarily due to an increase in the estimate of
the allowance for doubtful accounts.  Audit and legal fees increased $40,000
due to various projects.  Stock compensation expense excluding amounts
associated with the Company's prior President and CEO decreased $219,000 due to
reduced stock based compensation grants in recent years. SG&A expense was 11.6%
of revenue for fiscal 2008 compared to 10.4% for fiscal 2007.

Gain from condemnation of land - Gain from condemnation of land was $3,111,000
in fiscal 2008 resulting from the taking by the Virginia Department of
Transportation ("VDOT") of 28 acres on December 13, 2007. The Prince William
County Property was purchased in December 2005 and the cost of the 28 acres
taken by VDOT was $3,282,000.

Interest income and other - Interest income and other in fiscal 2009 decreased
$793,000 due to lower cash balances, reduced interest rates, and a land sale of
$170,000 in the prior year.  Fiscal 2008 was $585,000 higher than 2007 due to
higher cash balances and the land sale in fiscal 2008.

Interest expense - Interest expense for 2009 decreased $1,069,000 from the
prior year due to higher capitalized interest costs.  Interest expense for 2008
increased $673,000 compared to fiscal 2007 due to interest on mortgage debt
incurred in July 2007 offset in part by higher capitalized interest costs.

Income taxes - Income tax expense for 2009 decreased $702,000 due to the lower
earnings.  Income tax expense for 2008 increased $739,000 due to higher
earnings along with a higher effective tax rate of 38.2% versus 34.8%.  The
lower effective rate in 2007 was due to larger reductions in income tax
reserves from the expiration of the statutes of limitations related to certain
tax positions and finalization of a Federal income tax audit during the fourth
quarter of fiscal 2007.

Income from continuing operations - Income from continuing operations was
$7,908,000 or $2.53 per diluted share in fiscal 2009, a decrease of 11.3%
compared to $8,919,000 or $2.85 per diluted share in fiscal 2008.  Income from
continuing operations in fiscal 2007 was $8,983,000 or $2.87 per diluted share.

Discontinued operations - The after tax loss from discontinued operations was
$4,155,000 or $1.33 per diluted share in fiscal 2009 compared to $951,000 or
$.30 per diluted share in fiscal 2008.  Fiscal 2009 includes a loss on the sale
of $2,316,000 after tax or $.74 per diluted share.  Fiscal 2007 income from
discontinued operations was $522,000 or $.17 per diluted share.

Net income - Net income was $3,753,000 or $1.20 per diluted share in fiscal
2009, a decrease of 52.9% compared to $7,968,000 or $2.55 per diluted share in
fiscal 2008.  Net income for 2009 and 2008 included a loss on discontinued
operations of $4,155,000 and $951,000 respectively, net of tax benefit, for the
operations and sale of the Company's flatbed trucking company, Sunbelt
Transport, Inc.  Net income for 2008 benefited from a gain on condemnation of
land of $1,916,000, net of income taxes but was adversely impacted by the
retirement benefits expense of $1,541,000, net of income tax benefits, for the
Company's previous President and CEO, whose retirement was effective February
6, 2008. Diluted earnings per share decreased to $1.20 in fiscal 2009 from
$2.55 in 2008, and were $3.04 in 2007.

LIQUIDITY AND CAPITAL RESOURCES

For fiscal 2009, the Company used cash provided by operating activities of
continuing operations of $24,341,000, proceeds from the sale of plant, property
and equipment of $1,181,000, proceeds from the exercise of employee stock
options of $371,000, excess tax benefits from the exercise of stock options of
$80,000 and cash balances to purchase $3,298,000 in transportation equipment,
to expend $10,826,000 in real estate development, to invest $475,000 in the
Brooksville Joint Venture and to make $4,019,000 scheduled principal payments
on long-term debt.  Cash provided by operating activities of discontinued
operations was $632,000, proceeds from the sale of plant, property and
equipment of discontinued operations was $1,055,000 and transportation
equipment of discontinued operations was purchased for $1,017,000.  Cash
increased $8,025,000.

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.  The Company retained
all pre-closing receivables and liabilities.  SunBelt has been accounted for as
discontinued operations.  All periods presented have been restated accordingly.

Cash flows from operating activities for fiscal 2009 were $2,674,000 higher
than the same period last year primarily reflecting prepayment of fiscal 2009
insurance premiums in September 2008 along with a reduction in accounts
receivable due to lower revenues and lower days sales outstanding.

Cash flows used in investing activities for fiscal 2009 were $21,832,000 lower
than fiscal 2008 due to decreased purchases of equipment and land. Last year
included $3,395,000 for the purchase of a corporate aircraft and $4,333,000 for
the purchase of 118 acres in Carroll County, Maryland for future
warehouse/office development.

Cash flows from financing activities for fiscal 2009 were $2,685,000 lower than
fiscal 2008 due to an increase of $257,000 in mortgage principal payments,
reduced stock options exercised by employees and the prior year including
$4,388,000 for the repurchase of Company stock.

For fiscal 2008, the Company used cash provided by operating activities of
$19,667,000, proceeds from the sale of plant, property and equipment of
$6,763,000, proceeds from the exercise of employee stock options of $1,193,000,
excess tax benefits from the exercise of stock options of $704,000 and cash
balances to purchase $41,316,000 in property and equipment, to invest $525,000
in the Brooksville Joint Venture, to make $3,762,000 scheduled principal
payments on long-term debt and to repurchase Company stock for $4,388,000.
Cash provided by operating activities of discontinued operations was
$2,632,000, proceeds from the sale of transportation equipment for discontinued
operations were $86,000 and transportation equipment of discontinued operations
was purchased for $220,000.  Cash decreased $19,166,000.  Cash flows from
operating activities for fiscal 2008 were $1,023,000 lower than 2007 due to
cash payments of retirement benefits to the Company's prior President and CEO
offset by lower cash payments on accounts payable and other current liabilities
in 2008 primarily due to the timing of payments for equipment and materials.
Cash flows used in investing activities for fiscal 2008 were $16,012,000 higher
than fiscal 2007 primarily due to the purchase of a corporate aircraft and the
purchase of 118 acres in Carroll County, Maryland for future warehouse/office
development along with higher construction levels on the remainder of the
portfolio.  Cash flows from financing activities for fiscal 2008 were
$28,921,000 lower than fiscal 2007 due to the repurchase of Company stock,
increased mortgage payments, and the issuance of long-term debt and payments
under the revolving credit agreement in 2007.

For fiscal 2007, the Company used cash provided by operating activities of
$18,671,000, $35,178,000 from the issuance of long-term debt, $1,288,000 from
the proceeds of sales of equipment and $1,858,000 from the exercise of stock
options to purchase $17,096,000 in property and equipment, to invest $3,518,000
in the Brooksville Joint Venture, to reduce borrowings under its Revolver by
$12,452,000 and to make $1,916,000 in scheduled principal payments on long-term
debt.  Cash provided by operating activities of discontinued operations was
$4,651,000, proceeds from the sale of transportation equipment of discontinued
operations were $384,000, and transportation equipment for discontinued
operations was purchased for $258,000.  Cash increased $26,790,000. Cash flows
from operating activities were $550,000 higher than 2006 primarily due to lower
income tax payments.  Cash flows used in investing activities were $19,713,000
lower than 2006 due to the purchase in 2006 of property for future development
and accelerated transportation equipment replacement in fiscal 2006. Cash flows
from financing activities were $9,339,000 higher due to issuance of long-term
debt offset by reduced borrowings under the Revolver.

On July 31, 2007, the Company borrowed $36,000,000 from Prudential Insurance
Company of America.  The non-recourse mortgage loans fully amortize on a level
term over 20 years and bear interest at a fixed rate of 5.74%.  The loans are
secured by seven developed properties with an aggregate net book value of
$31,074,000 at June 30, 2007.  A portion of the proceeds were used to repay
balances outstanding under the Company's Revolver and the remaining proceeds
have been used to fund new construction and purchase land for future
development.

The Company has a $37,000,000 uncollaterized Revolving Credit Agreement which
was renewed on October 1, 2008 to extend the term until December 31, 2013 and
to amend the loan covenants.  The Revolver contains limitations including
limitations on paying cash dividends.  During fiscal 2009 letters of credit in
the amount of $8,737,000 were issued under the Revolver.  As of September 30,
2009, $28,263,000 of the line was available for borrowing and $38,397,000 of
consolidated retained earnings was available for the payment of dividends.  The
Company was in compliance with all covenants as of September 30, 2009.

The Company had $15,355,000 of irrevocable letters of credit outstanding at
September 30, 2009.  Most of the letters of credit are irrevocable for a period
of one year and are automatically extended for additional one-year periods
unless notified by 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.
During fiscal 2009 the Company faced increased fees at the annual renewal of
its letters of credit.  The Company issued replacement letters of credit
through the Revolver to avoid increased fees.

The Board of Directors has authorized management to repurchase shares of the
Company's common stock from time to time as opportunities may arise. No shares
were repurchased during fiscal 2009.  During fiscal 2008 the Company
repurchased 55,509 shares for $4,388,000. At September 30, 2009 the Company had
$5,625,000 authorized for future repurchases of common stock.

The Company has committed to make an additional capital contribution of up to
$500,000 to Brooksville Quarry, LLC in connection with a joint venture with
Vulcan (see Transactions with Related Parties).

The Virginia Department of Transportation took title to 28 acres of the
Company's land on December 13, 2007 by filing a Certificate of Take and
depositing with the Court $5,860,000.  The Company received these funds in
April 2008.  A portion of these funds that were receivable were used to
purchase replacement property in March 2008 and the Company intends to use the
balance of the funds for general corporate purposes until the Company
identifies and purchases replacement property under IRS involuntary conversion
rules.  On October 15, 2008 the Company agreed to total compensation for the
condemnation of $6,414,000 resulting in an additional amount of $554,000
received February 2009.

The Company currently expects its fiscal 2010 capital expenditures to be
approximately $17,773,000 ($7,251,000 for real estate development expansion,
$10,522,000 for transportation segment expansion and replacement equipment).
Depreciation and depletion expense is expected to be approximately $11,165,000.

The Company expects that cash flows from operating activities, secured
financing on existing and planned real estate projects, cash on hand and the
funds available under its revolving credit agreement will be adequate to
finance these capital expenditures and its working capital needs for the next
12 months and the foreseeable future.


OFF-BALANCE SHEET ARRANGEMENTS

Except for the letters of credit described above under "Liquidity and Capital
Resources," the Company does not have any off balance sheet arrangements that
either have, or are reasonably likely to have, a current or future material
effect on its financial condition.

CRITICAL ACCOUNTING POLICIES

Management of the Company considers the following accounting policies critical
to the reported operations of the Company:

Accounts Receivable and Unrealized Rents Valuation. The Company is subject to
customer credit risk that could affect the collection of outstanding accounts
receivable and unrealized rents, that is rents recorded on a straight-lined
basis.  To mitigate these risks, the Company performs credit reviews on all new
customers and periodic credit reviews on existing customers.  A detailed
analysis of late and slow pay customers is prepared monthly and reviewed by
senior management.  The overall collectibility of outstanding receivables and
straight-lined rents is evaluated and allowances are recorded as appropriate.
Significant changes in customer credit could require increased allowances and
affect cash flows.

Property and Equipment and Intangible Assets. Property and equipment is
recorded at cost less accumulated depreciation and depletion.  Provision for
depreciation of property, plant and equipment is computed using the straight-
line method based on the following estimated useful lives:

                                         Years
Buildings and improvements                7-39
Revenue equipment                         7-10
Other equipment                           3-10

Depletion of sand and stone deposits is computed on the basis of units of
production in relation to estimated reserves.

The Company periodically reviews property and equipment and intangible assets
for potential impairment.  If this review indicated that the carrying amount of
the asset may not be recoverable, the Company would estimate the fair value of
the assets, generally using an estimate of the future cash flows expected with
regards to the asset and its eventual disposition as the measure of fair value.
 If the sum of these future cash flows (undiscounted and without interest
charges) is less than the carrying amount of the assets, the Company would
record an impairment loss based on the fair value of the asset.  The Company
performs an annual impairment test on goodwill.  Changes in estimates or
assumptions could have an impact on the Company's financials.

All direct and indirect costs, including interest and real estate taxes,
associated with the development, construction, leasing or expansion of real
estate investments are capitalized as a development cost of the property.
Included in indirect costs is an estimate of internal costs associated with
development and rental of real estate investments. Changes in estimates or
assumptions could have an impact on the Company's financials.

Risk Insurance. The nature of the Transportation business subjects the
Company to risks arising from workers' compensation, automobile liability,
and general liability claims.  The Company retains the exposure on certain
claims of $250,000 to $500,000 and has third party coverage for amounts
exceeding the retention up to the amount of the policy limits.  The Company
expenses during the year an estimate of risk insurance losses.  Periodically,
an analysis is performed, using historical and projected data, to determine
exposure for claims incurred and reported but not yet settled and for claims
incurred but not reported.  On at least an annual basis the Company obtains
an independent actuarial analysis to assist in estimating the losses expected
on such claims. The Company attempts to mitigate losses from insurance claims
by maintaining safe operations and providing mandatory safety training.
Significant changes in assumptions or claims history could have a material
impact on our operations.

Income Taxes. The Company accounts for income taxes under the asset-and-
liability method.  Deferred tax assets and liabilities represent items that
will result in taxable income or a tax deduction in future years for which
the related tax expense or benefit has already been recorded in our statement
of earnings.  Deferred tax accounts arise as a result of timing differences
between when items are recognized in the Consolidated Financial Statements
compared with when they are recognized in the tax returns.  The Company
assesses the likelihood that deferred tax assets will be recovered from
future taxable income. To the extent recovery is not probable, a valuation
allowance is established and included as an expense as part of our income tax
provision. No valuation allowance was recorded at September 30, 2009, as all
deferred tax assets are considered more likely than not to be realized.
Significant judgment is required in determining and assessing the impact of
complex tax laws and certain tax-related contingencies on the provision for
income taxes.  As part of the calculation of the provision for income taxes,
we assess whether the benefits of our tax positions are at least more likely
than not of being sustained upon audit based on the technical merits of the
tax position.  For tax positions that are more likely than not of being
sustained upon audit, we accrue the largest amount of the benefit that is
more likely than not of being sustained in our consolidated financial
statements.  Such accruals require estimates and judgments, whereby actual
results could vary materially from these estimates.  Further, a number of
years may elapse before a particular matter, for which an established accrual
was made, is audited and resolved.


CONTRACTUAL OBLIGATIONS

The following table summarizes our contractual obligations as of September
30, 2009:
                                      Payments due by period
                                     Less than     1-3       3-5   More than
                                Total   1 year     years     years   5 years

Mortgages Including Interest $113,254    8,997    17,994    17,707    68,556
Operating Leases                1,189      330       486       373         -
Purchase Commitments            6,605    6,605         -         -         -
Other Long-Term Liabilities       695       81       139       132       343

Total obligations            $121,743   16,013    18,619    18,212    68,899

The Company has committed to make an additional capital contribution of up to
$500,000 to Brooksville Quarry, LLC in connection with a joint venture with
Vulcan (see Transactions with Related Parties).  The current plan forecasts
$184,000 in fiscal 2010 which is not included in the table above.  The
additional commitment of $316,000 is not included in the forecast but may be
spent as required.


INFLATION

Historically, the Company has been able to recover inflationary cost
increases in the transportation group through increased freight rates and
fuel surcharges.  It is expected that over time, justifiable and necessary
rate increases will be obtained.  Substantially all of the Company's royalty
agreements are based on a percentage of the sales price of the related mined
items.  Minimum royalties and substantially all lease agreements provide
escalation provisions.

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; 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 Annual Report on Form 10-K and
other filings made from time to time with the Securities and Exchange
Commission.


CONSOLIDATED STATEMENTS OF INCOME - Years ended September 30
(In thousands except per share amounts)

                                           2009       2008       2007
Revenues:
  Transportation                        $ 91,420    105,087     89,366
  Real estate                             23,133     24,813     22,340
Total revenues (including revenue
 from related parties of $6,408,
 $8,004, and $8,257, respectively)       114,553    129,900    111,706

Cost of operations:
  Transportation                          72,306     87,326     72,395
  Real estate                             12,923     12,525     10,235
Total cost of operations                  85,229     99,851     82,630

Gross profit:
  Transportation                          19,114     17,761     16,971
  Real estate                             10,210     12,288     12,105
Total gross profit                        29,324     30,049     29,076

Selling, general and administrative
  expense                                 13,196     15,020     11,572

Operating profit                          16,128     15,029     17,504

Gain on condemnation of land                   -      3,111          -
Interest income and other                     90        883        298
Equity in loss of joint venture               (6)       (29)      (156)
Interest expense                          (3,482)    (4,551)    (3,878)

Income before income taxes                12,730     14,443     13,768
Provision for income taxes                 4,822      5,524      4,785
Income from continuing operations          7,908      8,919      8,983

Income from discontinued operations, net  (4,155)      (951)       522

Net income                              $  3,753      7,968      9,505

Earnings per common share:
 Income from continuing operations-
  Basic                                 $   2.60       2.94       2.97
  Diluted                               $   2.53       2.85       2.87
 Discontinued operations-
  Basic                                 $  (1.37)      (.31)       .18
  Diluted                               $  (1.33)      (.30)       .17
 Net Income-
  Basic                                 $   1.23       2.63       3.15
  Diluted                               $   1.20       2.55       3.04

Number of weighted average shares (in thousands) used in computing:
     - basic earnings per common share     3,041      3,033      3,022
     - diluted earnings per common share   3,117      3,126      3,131

See accompanying notes.


CONSOLIDATED BALANCE SHEETS - As of September 30
(In thousands, except share data)
                                                            2009        2008
Assets
Current assets:
  Cash and cash equivalents                              $ 15,803      7,778
  Accounts receivable (including related party of
   $336 and $357 and net of allowance for doubtful
   accounts of $110 and $176, respectively)                 5,286      8,690
  Accounts receivable from condemnation                         -        554
  Federal and state income taxes receivable                     -        590
  Notes receivable                                          1,158          -
  Inventory of parts and supplies                             616        813
  Deferred income taxes                                       104          -
  Prepaid tires on equipment                                1,211      1,304
  Prepaid taxes and licenses                                1,703      1,510
  Prepaid insurance                                         2,390      3,224
  Prepaid expenses, other                                      93         92
  Assets of discontinued operations                         1,519     17,297
          Total current assets                             29,883     41,852
Property and equipment, at cost:
  Land                                                     90,828     83,403
  Buildings                                               126,408    119,553
  Equipment                                                71,208     73,622
  Construction in progress                                    892      4,595
                                                          289,336    281,173
Less accumulated depreciation and depletion                90,323     83,350
                                                          199,013    197,823
Real estate held for investment, at cost                    6,933      6,918
Investment in joint venture                                 6,858      6,395
Goodwill                                                    1,087      1,087
Notes receivable                                            5,647          -
Unrealized rents                                            3,346      3,208
Other assets                                                4,087      4,757
Total assets                                             $256,854    262,040

Liabilities and Shareholders' Equity
Current liabilities:
  Accounts payable                                       $  2,822      6,933
  Federal and state income taxes payable                    2,355          -
  Accrued payroll and benefits                              4,945      5,164
  Accrued insurance                                         3,190      3,463
  Accrued liabilities, other                                1,102      1,224
  Long-term debt due within one year                        4,293      4,019
  Liabilities of discontinued operations                    3,660      7,808
           Total current liabilities                       22,367     28,611
Long-term debt, less current portion                       71,860     76,153
Deferred income taxes                                      15,679     15,227
Accrued insurance                                           2,995      3,158
Other liabilities                                           1,545      1,536
Commitments and contingencies (Notes 12 and 13)
Shareholders' equity:
  Preferred stock, no par value;
      5,000,000 shares authorized; none issued                  -          -
  Common stock, $.10 par value;
     25,000,000 shares authorized; 3,053,036 and 3,039,086
     shares issued and outstanding, respectively              305        304
  Capital in excess of par value                           35,858     34,540
  Retained earnings                                       106,226    102,473
  Accumulated other comprehensive income, net                  19         38
        Total shareholders' equity                        142,408    137,355
  Total liabilities and shareholders' equity             $256,854    262,040
See accompanying notes.


	CONSOLIDATED STATEMENTS OF CASH FLOWS - Years ended September 30
(In thousands)

Cash flows from operating activities:                 2009     2008     2007

  Net income                                      $  3,753    7,968    9,505
  Adjustments to reconcile net income to
   net cash provided by operating activities:
  Depreciation, depletion and amortization          13,432   11,412   10,577
  Deferred income taxes                                235    4,812      (75)
  Equity in loss of joint venture                        6       29      156
  Gain on sale of equipment and real estate         (1,020)    (665)    (740)
  Gain on condemnation of land                           -   (3,111)       -
  Loss from discontinued operations, net of tax      4,155      951     (522)
  Stock-based compensation                             868    1,078    1,131
  Net changes in operating assets and liabilities:
   Accounts receivable                               4,548   (1,085)     647
   Inventory of parts and supplies                     197     (102)     104
   Prepaid expenses and other current assets           733   (1,905)  (1,832)
   Other assets                                       (155)    (341)  (1,407)
   Accounts payable and accrued liabilities         (4,612)   3,391      216
   Income taxes payable and receivable               2,355   (1,076)     682
   Long-term insurance liabilities and other
    long-term liabilities                             (154)  (1,689)     229
  Net cash provided by operating activities of
    continuing operations                           24,341   19,667   18,671
  Net cash provided by operating activities of
    discontinued operations                            632    2,632    4,651
  Net cash provided by operating activities         24,973   22,299   23,322

Cash flows from investing activities:
  Purchase of transportation group property
   and equipment                                    (3,298) (17,124)  (7,943)
  Purchase of real estate group property
   and equipment                                   (10,826) (24,192)  (9,153)
  Investment in joint venture                         (475)    (525)  (3,518)
  Proceeds from the disposal of property,
   plant and equipment                               1,181    6,763    1,288
  Net cash used in investing activities of
    continuing operations                          (13,418) (35,078) (19,326)
  Net cash provided by (used in) investing
    activities of discontinued operations               38     (134)     126
  Net cash used in investing activities            (13,380) (35,212) (19,200)

Cash flows from financing activities:
  Proceeds from issuance of long-term debt               -        -   35,178
  Net (decrease) increase in revolving debt              -        -  (12,452)
  Repayment of long-term debt                       (4,019)  (3,762)  (1,916)
  Repurchase of Company stock                            -   (4,388)       -
  Excess tax benefits from exercises of stock
   options and vesting of restricted stock              80      704      857
  Exercise of employee stock options                   371    1,193    1,001
  Net cash (used in) provided by
   financing activities of continuing operations    (3,568)  (6,253)  22,668

Net increase (decrease) in
  cash and cash equivalents                          8,025  (19,166)  26,790
Cash and cash equivalents at beginning of year       7,778   26,944      154

Cash and cash equivalents at end of year          $ 15,803    7,778   26,944


Supplemental disclosures of cash flow information:
  Cash paid during the year for:
     Interest, net of capitalized amounts         $  3,482    4,565    3,908
     Income taxes                                 $  4,077    2,274    3,760

The Company recorded a non-cash transaction for notes receivable from the sale
of its flatbed trucking company, Sunbelt Transport, Inc. for $6,890 in August
2009. The Company recorded a non-cash transaction for accounts receivable from
condemnation in the amount of $554 in fourth quarter of fiscal 2008.

See accompanying notes.


CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY - Years ended September 30
(In thousands, except share amounts)

                                                                   Accumu-
                                                                   lated
                                                                   Other
                                                                   Compre-   Total
                                             Capital in            hensive   Share
                               Common Stock   Excess of   Retained Loss, net Holders
                               Shares Amount  Par Value   Earnings of tax    Equity
                                                         
Balance at October 1, 2006    3,011,629  301     29,169     88,582          118,052

  Exercise of stock options      35,935    4        994                         998
  Excess tax benefits from
   exercises of stock options
   and vesting of restricted stock                  857                         857
  Stock option compensation                         526                         526
  Shares granted to Directors     4,500             387                         387
  Restricted stock forfeitures   (1,000)
  Restricted stock expense                          221                         221
  Net income                                                 9,505            9,505
  Minimum pension liability,
    net of $108 tax                                                   (173)    (173)
  Net actuarial gain retiree
    health net of $55 tax                                               88       88

Balance at September 30, 2007 3,051,064  305     32,154    $98,087  $  (85) 130,461

  Exercise of stock options      39,531    4      1,189                       1,193
  Excess tax benefits from
   exercises of stock options
   and vesting of restricted stock                  704                         704
  Stock option compensation                         477                         477
  Restricted stock expense                          206                         206
  Shares granted to Directors     5,000    1        395                         396
  Restricted stock forfeitures   (1,000)
  Shares purchased and cancelled(55,509)  (6)      (585)    (3,798)          (4,389)
  Adoption of FIN48                                            216              216
  Net income                                                 7,968            7,968
  Minimum pension liability,
    net of $74 tax                                                     118      118
  Net actuarial gain retiree
    health net of $3 tax                                                 5        5

Balance at September 30, 2008 3,039,086 $304    $34,540   $102,473     $38 $137,355

Exercise of stock options        10,550    1        370                         371
  Excess tax benefits from
   exercises of stock options
   and vesting of restricted stock                   80                          80
  Stock option compensation                         381                         381
  Restricted stock expense                          193                         193
  Shares granted to Directors     4,000             294                         294
  Restricted stock forfeitures     (600)
  Net income                                                 3,753            3,753
  Minimum pension liability,
    net of $5 tax                                                        9        9
  Net actuarial loss retiree
    health net of $17 tax                                              (28)     (28)

Balance at September 30, 2009 3,053,036 $305    $35,858   $106,226     $19 $142,408


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - Years ended September 30
(In thousands)
                                           2009       2008       2007
Net income                              $  3,753      7,968      9,505
Other comprehensive income, net of tax:
 Actuarial gain retiree health               (28)         5          -
 Minimum pension liability                     9        118      ( 173)
Comprehensive income                    $  3,734      8,091      9,332
See accompanying notes.


NOTES TO CONSOLDIATED FINANCIAL STATEMENTS

1.	Accounting Policies.

ORGANIZATION - Patriot Transportation Holding, Inc. (Company) is engaged in the
transportation and real estate businesses.  The Company's transportation
business is conducted through its subsidiary, Florida Rock & Tank Lines, Inc.
(Tank Lines).  Tank Lines is a Southeastern transportation company
concentrating in the hauling by motor carrier of primarily petroleum related
bulk liquids and dry bulk commodities.  The Company's real estate group,
through subsidiaries, acquires, constructs, leases, operates and manages land
and buildings to generate both current cash flows and long-term capital
appreciation.  The real estate group also owns real estate that is leased under
mining royalty agreements or held for investment.

RECLASSIFICATIONS - Certain reclassifications due to a discontinued operation
(see note 16) have been made to 2007 and 2008 financials to conform to the
presentation adopted in 2009.

CONSOLIDATION - The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries.  Investment in the 50% owned
Brooksville joint venture is accounted for under the equity method.  All
significant intercompany transactions have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS - The Company considers all highly liquid debt
instruments with maturities of three months or less at time of purchase to be
cash equivalents.

INVENTORY - Inventory of parts and supplies is valued at the lower of cost
(first-in, first-out) or market.

TIRES ON EQUIPMENT - The value of tires on tractors and trailers is accounted
for as a prepaid expense and amortized over the life of the tires as a function
of miles driven.

REVENUE AND EXPENSE RECOGNITION - Transportation revenue, including fuel
surcharges, is recognized when the services have been rendered to customers or
delivery has occurred, the pricing is fixed or determinable and collectibility
is reasonably assured.  Transportation expenses are recognized as incurred.

Real estate rental revenue and mining royalties are generally recognized when
earned under the leases.  Rental income from leases with scheduled increases or
other incentives during their term is recognized on a straight-line basis over
the term of the lease.  Reimbursements of expenses, when provided in the lease,
are recognized in the period that the expenses are incurred.

Sales of real estate are recognized when the collection of the sales price is
reasonably assured and when the Company has fulfilled substantially all of its
obligations, which are typically as of the closing date.

Accounts receivable are recorded net of discounts and provisions for estimated
allowances.  We estimate allowances on an ongoing basis by considering
historical and current trends.  We record estimated bad debts expense as a
selling, general and administrative expense.  We estimate the net
collectibility of our accounts receivable and establish an allowance for
doubtful accounts based upon this assessment.  Specifically, we analyze the
aging of accounts receivable balances, historical bad debts, customer
concentrations, customer credit-worthiness, current economic trends and changes
in customer payment terms.

PROPERTY AND EQUIPMENT - Property and equipment is recorded at cost less
accumulated depreciation and depletion.  Provision for depreciation of
property, plant and equipment is computed using the straight-line method based
on the following estimated useful lives:
                                         Years
Buildings and improvements                7-39
Revenue equipment                         7-10
Other equipment                           3-10

Depletion of sand and stone deposits is computed on the basis of units of
production in relation to estimated reserves.

The Company recorded depreciation and depletion expenses for 2009, 2008 and
2007 of $12,764,000, $10,708,000, and $9,962,000, respectively.

At least annually, the Company reviews property and equipment and intangible
assets for potential impairment.  If this review indicated that the carrying
amount of the asset might not be recoverable, the Company would estimate the
future cash flows expected with regards to the asset and its eventual
disposition.   If the sum of these future cash flows (undiscounted and without
interest charges) is less than the carrying amount of the assets, the Company
would record an impairment loss based on the fair value of the asset.

All direct and indirect costs, including interest and real estate taxes,
associated with the development, construction, leasing or expansion of real
estate investments are capitalized as a cost of the property.  Included in
indirect costs is an allocation of internal costs associated with development
of real estate investments.  The cost of routine repairs and maintenance to
property and equipment is expensed as incurred.

INVESTMENTS - The Company uses the equity method to account for its investment
in Brooksville, in which it has a voting interest of 50%.  Under the equity
method, the investment is originally recorded at cost and adjusted to recognize
the Company's share of net earnings or losses of the investee, limited to the
extent of the Company's investment in and advances to the investee and
financial guarantees on behalf of the investee that create additional basis.
The Company regularly monitors and evaluates the realizable value of its
investments.  When assessing an investment for an other-than-temporary decline
in value, the Company considers such factors as, the performance of the
investee in relation to its own operating targets and its business plan, the
investee's revenue and cost trends, as well as liquidity and cash position,
and the outlook for the overall industry in which the investee operates.  From
time to time, the Company may consider third party evaluations or valuation
reports.  If events and circumstances indicate that a decline in the value of
these assets has occurred and is other-than-temporary, the Company records a
charge to investment income (expense).

INSURANCE - The Company has a $250,000 to $500,000 self-insured retention per
occurrence in connection with certain of its workers' compensation, automobile
liability, and general liability insurance programs ("risk insurance").  The
Company is also self-insured for its employee health insurance benefits and
carries stop loss coverage of $250,000 per covered participant per year plus a
$53,000 aggregate.  The Company has established an accrued liability for the
estimated cost in connection with its portion of its risk and health insurance
losses incurred and reported.  Claims paid by the Company are charged against
the liability.  Additionally, the Company maintains an accrued liability for
incurred but not reported claims based on historical analysis of such claims.
The method of calculating the accrual liability is subject to inherent
uncertainty.  If actual results are less favorable than the estimates used to
calculate the liabilities, the Company would have to record expenses in excess
of what has been accrued.

INCOME TAXES - Deferred tax assets and liabilities are recognized based on
differences between financial statement and tax bases of assets and liabilities
using presently enacted tax rates.  Deferred income taxes result from temporary
differences between pre-tax income reported in the financial statements and
taxable income.  The Company recognizes liabilities for uncertain tax positions
based on a two-step process.  The first step is to evaluate the tax position
for recognition by determining if the weight of available evidence indicates
that it is more likely than not that the position will be sustained on audit.
The second step is to estimate and measure the tax benefit as the largest
amount that is more than 50% likely to be realized upon ultimate settlement.
It is inherently difficult and subjective to estimate such amounts, as the
amounts rely upon the determination of the probability of various possible
outcomes.  The Company reevaluates these uncertain tax positions on a quarterly
basis.  This evaluation is based on factors including, but not limited to,
changes in facts or circumstances, changes in tax law and expiration of
statutes of limitations, effectively settled issues under audit, and audit
activity.  Such a change in recognition or measurement would result in the
recognition of a tax benefit or an additional charge to the tax provision.  It
is the Company's policy to recognize as additional income tax expense the items
of interest and penalties directly related to income taxes.

STOCK BASED COMPENSATION - The Company accounts for compensation related to
share based plans by recognizing the grant date fair value of stock options and
other equity-based compensation issued to employees in its income statement
over the requisite employee service period.  In addition, compensation expense
must be recognized for the change in fair value of any awards modified,
repurchased or cancelled after the grant date.  The straight-line attribution
model is used to measure compensation expense.  The fair value of each grant is
estimated on the date of grant using the Black-Scholes option-pricing model.
The assumptions used in the model and current year impact is discussed in
Footnote 7.

PENSION PLAN - The Company accounts for its pension plan following the
requirements of FASB ASC Topic 715, "Compensation - Retirement Benefits", which
requires an employer to: (a) recognize in its statement of financial position
the funded status of a benefit plan; (b) measure defined benefit plan assets
and obligations as of the end of the employer's fiscal year (with limited
exceptions); and (c) recognize as a component of other comprehensive income,
net of tax, the gains or losses and prior service costs or credits that arise
but are not recognized as components of net periodic benefit costs pursuant to
prior existing guidance.

EARNINGS PER COMMON SHARE - Basic earnings per common share are based on the
weighted average number of common shares outstanding during the periods.
Diluted earnings per common share are based on the weighted average number of
common shares and potential dilution of securities that could share in
earnings.  The differences between basic and diluted shares used for the
calculation are the effect of employee and director stock options and
restricted stock.

USE OF ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted in the United State requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period.  Actual results could differ from
those estimates.

Certain accounting policies and estimates are of more significance in the
financial statement preparation process than others.  The most critical
accounting policies and estimates include the economic useful lives and salvage
values of our vehicles and equipment, provisions for uncollectible accounts
receivable and collectability of unrealized rents, estimates of exposures
related to our insurance claims plans, and estimates for taxes.  To the extent
that actual, final outcomes are different than these estimates, or that
additional facts and circumstances result in a revision to these estimates,
earnings during that accounting period will be affected.

ENVIRONMENTAL - Environmental expenditures that benefit future periods are
capitalized.  Expenditures that relate to an existing condition caused by past
operations, and which do not contribute to current or future revenue
generation, are expensed.  Liabilities are recorded for the estimated amount of
expected environmental assessments and/or remedial efforts.  Estimation of such
liabilities includes an assessment of engineering estimates, continually
evolving governmental laws and standards, and potential involvement of other
potentially responsible parties.

COMPREHENSIVE INCOME - Comprehensive income consists of net income and other
comprehensive income (loss).  Other comprehensive income (loss) refers to
expenses, gains, and losses that are not included in net income, but rather are
recorded directly in shareholder's equity.

NEW ACCOUNTING PRONOUNCEMENTS - In September 2006, the FASB issued an
accounting standard related to fair value measurements which defined fair
value, established a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expanded disclosures requirements about fair
value measurements.  Adoption of this standard is limited to financial assets
and financial liabilities, which primarily applies to the valuation of our long
term mortgage debt.  The Company deferred adoption of the accounting standard
related to fair value measurements for the Company's non-financial assets and
non-financial liabilities until October 1, 2009 and management believes that
the adoption will only require additional disclosure on the fair value of its
goodwill, asset retirement obligations, and long-term mortgages and as such
will not have a material impact on the consolidated financial results of the
Company.  This accounting standard was subsequently codified into ASC Topic
820, "Fair Value Measurements and Disclosures".  The Company adopted the
applicable provisions on October 1, 2008 and its adoption had no affect on
consolidated financial results of the Company.

In February 2007, the FASB issued a standard which permits an entity to choose
to measure many financial instruments and certain other items at fair value.  A
business entity will report unrealized gains and losses on items for which the
fair value option has been elected in earnings.  The fair value option (a) may
be applied instrument by instrument, (b) is irrevocable, and (c) is applied to
entire instruments and not to portions of instruments.  This accounting
standard was subsequently codified into ASC Topic 825, "Financial Instruments".
The Company adopted this guidance on October 1, 2008 and, as of this time, has
not elected to measure financial instruments and other items at fair value that
were not required to be measured at fair value under other generally accepted
accounting principles.

In December 2007 the FASB issued a standard that requires the acquiring entity
in a business combination to recognize the full fair value of assets acquired
and liabilities assumed in the transaction (whether a full or partial
acquisition); establishes the acquisition-date fair value as the measurement
objective for all assets acquired and liabilities assumed; requires expensing
of most transaction and restructuring costs; and requires the acquirer to
disclose to investors and other users all of the information needed to evaluate
and understand the nature and financial effect of the business combination.
The guidance was subsequently codified into ASC Topic 805, "Business
Combinations", and applies prospectively to business combinations for which the
acquisition date is on or after January 1, 2009.  The impact of ASC Topic 805
on the consolidated financial statements will depend upon the nature, terms and
size of the acquisitions consummated after the effective date.

In May 2009, the FASB issued an accounting standard which establishes general
standards of accounting for and disclosures of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued.  This standard was subsequently codified into ASC Topic 855
"Subsequent Events" and is effective for interim or annual financial periods
ending after June 15, 2009.  We adopted the provisions of ASC 855 on issuance
and it had no material impact on our consolidated financial statements.  (See
Note 17 Subsequent Events)

In June 2009, the FASB issued an accounting standard which provides for the
FASB Accounting Standards Codification (the "Codification") to become the
single official source of authoritative, nongovernmental U.S. generally
accepted accounting principles (GAAP).  The standard is included in ASC Topic
105 "Generally Accepted Accounting Principles".  The Codification did not
change GAAP but reorganizes the literature.  The adoption of the FASB
Codification as of September 30, 2009 did not have any impact on the Company's
consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05,
"Fair Value Measurements and Disclosures: Measuring Liabilities at Fair
Value".  This ASU provides amendments for fair value measurements of
liabilities.  It provides clarification that in circumstances in which a quoted
price in an active market for the identical liability is not available, a
reporting entity is required to measure fair value using one or more
techniques.  ASU 2009-05 also clarifies that when estimating a fair value of a
liability, a reporting entity is not required to include a separate input or
adjustment to other inputs relating to the existence of a restriction that
prevents the transfer of the liability.  ASU 2009-05 is effective for the first
reporting period (including interim periods) beginning after issuance.  The
adoption of ASU 2009-05 did not have any impact on the Company's consolidated
financial statements.


2.	Transactions with Related Parties.

The Company may be considered a related party to Vulcan Materials Company
(Vulcan).  One director of the Company is employed by Vulcan and is related to
two other Company directors.   Those three directors own approximately 3% of
the stock of Vulcan and 45% of the stock of the Company.

The Company, through its transportation subsidiaries, hauls commodities by tank
trucks for Vulcan.  Charges for these services are based on prevailing market
prices.  The real estate subsidiaries lease certain construction aggregates
mining and other properties to Vulcan.

A summary of revenues derived from Vulcan follows (in thousands):

                                    2009          2008         2007
Transportation                   $ 1,659         1,952        2,171
Real estate                        4,591         6,052        6,086
                                 $ 6,250         8,004        8,257

The Company outsourced certain functions to Vulcan in prior years, including
some administrative, and property management functions.  The cost of these
administrative services was $45,000 in 2008 and $191,000 in 2007.

On October 4, 2006, a subsidiary of the Company (FRP) entered into a Joint
Venture Agreement with Vulcan Materials Company (formerly Florida Rock
Industries, Inc.) to form Brooksville Quarry, LLC, a real estate joint venture
to develop approximately 4,300 acres of land near Brooksville, Florida.  Under
the terms of the joint venture, FRP contributed its fee interest in
approximately 3,443 acres formerly leased to Vulcan under a long-term mining
lease which had a net book value of $2,548,000.  Vulcan is entitled to mine the
property until 2018 and pay royalties for the benefit of FRP for as long as
mining does not interfere with the development of the property.  Real estate
revenues included $158,000 of such royalties in fiscal 2009 and $148,000 in
fiscal 2008.  Allocated depletion expense of $6,000 was included in real estate
cost of operations for fiscal 2009.  FRP also contributed $3,018,000 for one-
half of the acquisition costs of a 288-acre contiguous parcel. Vulcan also
contributed 553 acres that it owned as well as its leasehold interest in the
3,443 acres that it leased from FRP.  The joint venture is jointly controlled
by Vulcan and FRP, and they each have a mandatory obligation to fund additional
capital contributions of up to $2 million.  Capital contributions of $1,500,000
have been made by each party as of September 30, 2009.  Distributions will be
made on a 50-50 basis except for royalties and depletion specifically allocated
to FRP. Other income for fiscal 2009 includes a loss of $6,000 representing the
Company's equity in the loss of the joint venture.  The property does not yet
have the necessary entitlements for real estate development.  Approval to
develop real property in Florida entails an extensive entitlements process
involving multiple and overlapping regulatory jurisdictions and the outcome is
inherently uncertain.

In connection with the Joint Venture, the independent directors of the Company
also approved certain extensions of lease agreements between FRP and FRI on
FRI's corporate headquarters in Jacksonville, Florida, the Astatula and Marion
Sand mining properties, also in Florida.  The Company and FRI also agreed that
a 2,500 acre tract of the Grandin mining property, in Florida, due to be
released will remain subject to the lease and available for future mining.


3.	Debt.

Debt at September 30 is summarized as follows (in thousands):

                                        2009       2008
Revolving credit (uncollateralized)   $     -          -
5.6% to 8.6% mortgage notes,
  due in installments through 2027     76,153     80,172
                                       76,153     80,172
Less portion due within one year        4,293      4,019
                                      $71,860     76,153

The aggregate amount of principal payments, excluding the revolving credit, due
subsequent to September 30, 2009 is: 2010 - $4,293,000; 2011 - $4,588,000; 2012
- - $4,902,000; 2013 - $5,239,000; 2014 - $5,308,000; 2015 and subsequent years -
$51,823,000.

The Company has a $37,000,000 uncollaterized 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.  During fiscal 2009 letters of credit in the amount of $8,737,000
were issued under the Revolver.  As of September 30, 2009, $28,263,000 was
available for borrowing and $38,397,000 of consolidated retained earnings would
be available for payment of dividends.  The Company was in compliance with all
covenants as of September 30, 2009.

The non-recourse fully amortizing mortgage notes payable are collateralized by
real estate having a carrying value of approximately $80,656,000 at September
30, 2009.  Certain properties having a carrying value at September 30, 2009 of
$98,000 are encumbered by $1,300,000 of industrial revenue bonds that are the
liability of Vulcan.  Vulcan has agreed to pay such debt when due (or sooner if
Vulcan cancels its lease of such property) and further has agreed to indemnify
and hold harmless the Company.

During fiscal 2009, 2008 and 2007 the Company capitalized interest costs of
$1,707,000, $890,000 and $849,000, respectively.

The Company had $15,355,000 of irrevocable letters of credit outstanding at
September 30, 2009.  Most of the letters of credit are irrevocable for a period
of one year and are automatically extended for additional one-year periods
unless notified by 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.


4.	Leases.

At September 30, 2009, the total carrying value of property owned by the
Company which is leased or held for lease to others is summarized as follows
(in thousands):

Construction aggregates property            $ 24,044
Commercial property                          194,772
                                             218,816
Less accumulated depreciation and depletion   44,333
                                            $174,483

The minimum future straight-lined rentals due the Company on noncancelable
leases as of September 30, 2009 are as follows: 2010 - $13,389,000; 2011 -
$11,488,000; 2012 - $10,026,000; 2013 - $8,235,000; 2014 - $7,091,000; 2015 and
subsequent years $28,053,000.


5. Preferred Shareholder Rights Plan.

On May 5, 1999, the Board of Directors of the Company declared a dividend of
one preferred share purchase right (a "Right") for each outstanding share of
common stock.  The dividend was payable on June 2, 1999.  The Rights expired on
September 30, 2009 and are no longer exercisable.


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.)

                                             Years Ended September 30
                                            2009        2008         2007
Common shares:

Weighted average common shares
 outstanding during the period -
 shares used for basic earnings
 per common share                            3,041       3,033        3,022

Common shares issuable under share
 based payment plans which are
 potentially dilutive                           76          93          109

Common shares used for diluted
 earnings per common share                   3,117       3,126        3,131

Net income                                 $ 3,753       7,968        9,505

Earnings per common share
  Basic                                      $1.23        2.63         3.15
  Diluted                                    $1.20        2.55         3.04

For 2009 and 2008, 28,000 and 10,000 shares, respectively, attributable to
outstanding stock options were excluded from the calculation of diluted
earnings per share because their inclusion would have been anti-dilutive.  For
2007, all outstanding stock options were included in the calculation of diluted
earnings per common share because the sum of the hypothetical amount of future
proceeds from the exercise price, unrecorded compensation, and tax benefits to
be credited to capital in excess of par for all grants of stock options were
lower than the average price of the common shares, and therefore were dilutive.
For 2009, 2008 and 2007, all outstanding restricted shares were included in the
calculation of diluted earnings per common share because the unrecorded
compensation and tax benefits to be credited to capital in excess of par for
all awards of restricted stock were lower than the average price of the common
shares, and therefore were dilutive.


7. Stock-Based Compensation Plans.

The Company has two Stock Option Plans (the 2000 Stock Option Plan and the 2006
Stock Option Plan) under which options for shares of common stock were granted
to directors, officers and key employees.  The 2006 plan permits the grant of
stock options, stock appreciation rights, restricted stock awards, restricted
stock units, or stock awards.  The options awarded under the plans have similar
characteristics.  All stock options are non-qualified and expire ten years from
the date of grant.  Options awarded to directors are exercisable immediately
and options awarded to officers and employees become exercisable in cumulative
installments of 20% or 25% at the end of each year following the date of grant.
When stock options are exercised the Company issues new shares after receipt of
exercise proceeds and taxes due, if any, from the grantee.  In February 2006,
15,960 shares of restricted stock were granted subject to forfeiture
restrictions, tied to continued employment, that lapse 25% annually beginning
on January 1, 2007.  The number of common shares available for future issuance
was 241,000 at September 30, 2009.

The Company utilizes the Black-Scholes valuation model for estimating fair
value of stock compensation for options awarded to officers and employees.
Each grant is evaluated based upon assumptions at the time of grant.  The
assumptions were no dividend yield, expected volatility between 37% and 53%,
risk-free interest rate of 3.1% to 4.9% and expected life of 6.0 to 7.0 years.

The dividend yield of zero is based on the fact that the Company does not pay
cash dividends and has no present intention to pay cash dividends.  Expected
volatility is estimated based on the Company's historical experience over a
period equivalent to the expected life in years.  The risk-free interest rate
is based on the U.S. Treasury constant maturity interest rate at the date of
grant with a term consistent with the expected life of the options granted.
The expected life calculation is based on the observed and expected time to
exercise options by the employees.

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

                                                      Years Ended September 30
                                                    2009        2008        2007

Stock option grants                               $  381         315         525
Restricted stock awards granted in 2006              193         206         221
Annual non-employee Director stock award             294         395         388
Shares purchased in connection with previous
  CEO retirement                                       -         162           -
Modification to accelerate prior awards made
  in connection with CEO retirement                    -         216           -
                                                     868       1,294       1,134
Deferred income tax benefit                          333         497         436
Stock compensation net of tax expense             $  535         797         698


A summary of changes in outstanding options is presented below:

                                  Weighted  Weighted   Weighted
                        Number    Average   Average    Average
                        Of        Exercise  Remaining  Grant Date
                        Shares    Price     Term (yrs) Fair Value
Options                                                  (000's)
Outstanding at
 October 1, 2006        304,746     $31.03       6.9     $ 4,760
  Granted                     0     $    0               $     0
  Exercised             (35,935)    $27.76               $   500
  Forfeited              (2,200)    $37.70
Outstanding at
 September 30, 2007     266,611     $31.42       5.9     $ 4,221
  Granted                10,000     $86.24               $   369
  Exercised             (39,531)    $30.17               $   588
  Forfeited              (5,000)    $43.50
Outstanding at
 September 30, 2008     232,080     $33.73       5.0     $ 3,900
  Granted                18,000     $74.43               $   556
  Exercised             (10,550)    $35.20               $   180
  Forfeited              (1,600)    $39.84
Outstanding at
 September 30, 2009     237,930     $36.70       4.5     $ 4,246
Exercisable at
 September 30, 2009     204,030     $31.17       3.8     $ 3,235

Vested during
 Twelve months ended
 September 30, 2009      13,200                          $   291


The following table summarizes information concerning stock options outstanding
at September 30, 2009:

                             Shares      Weighted          Weighted
Range of Exercise            under       Average           Average
Prices per Share             Option      Exercise Price    Remaining Life

Non-exercisable:
$34.01 - $51.00                7,900            43.50        5.2
$51.01 - $76.00               18,000            74.43        9.8
$76.01 - $87.00                8,000            86.24        8.7
                              33,900           $70.01        8.5 years
Exercisable:
$15.00 - $23.00               70,380            19.69        2.3
$23.01 - $34.00               81,000            29.75        3.9
$34.01 - $51.00               41,650            44.36        5.3
$51.01 - $76.00                9,000            60.40        5.8
$76.01 - $87.00                2,000            86.24        8.7
                             204,030           $31.17        3.8 years
Total                        237,930           $36.70        4.5 years

The aggregate intrinsic value of exercisable in-the-money options was
$9,067,000 and the aggregate intrinsic value of outstanding in-the-money
options was $9,341,000 based on the market closing price of $75.50 on September
30, 2009 less exercise prices.  Gains of $494,000 were realized by option
holders during the twelve months ended September 30, 2009.  The realized tax
benefit from options exercised for the twelve months ended September 30, 2009
was $190,000. Total compensation cost of options granted but not yet vested as
of September 30, 2009 was $828,000, which is expected to be recognized over a
weighted-average period of 2.0 years.  Fiscal 2008 included stock compensation
expense of $180,000 related to the modification to accelerate the vesting of
4,000 shares in connection with the retirement benefits for John E. Anderson,
the Company's previous President and CEO, whose retirement was effective
February 6, 2008.

A summary of changes in restricted stock awards is presented below:

                                  Weighted  Weighted   Weighted
                        Number    Average   Average    Average
                        Of        Grant     Remaining  Grant Date
                        Shares    Price     Term (yrs) Fair Value
Restricted Stock                                         (000's)
Outstanding at
 September 30, 2006      15,600     $63.64       3.3     $   993
  Granted                     0                          $     0
  Vested                 (3,800)    $63.65               $   242
  Forfeited              (1,000)    $63.54                    64
Outstanding at
 September 30, 2007      10,800     $63.65       2.3     $   687
  Granted                     0                          $     0
  Vested                 (3,600)    $63.65               $   229
  Forfeited              (1,000)    $63.54                    63
Outstanding at
 September 30, 2008       6,200     $63.67       1.3     $   395
  Granted                     0                          $     0
  Vested                 (3,050)    $63.67               $   194
  Forfeited                (600)    $63.54               $    38
Outstanding at
 September 30, 2009       2,550     $63.70        .3     $   163

Total compensation cost of restricted stock granted but not yet vested as of
September 30, 2009 was $51,000 which is expected to be recognized over a
weighted-average period of 3 months.  Fiscal 2008 included stock compensation
expense of $36,000 related to the modification to accelerate the vesting of 400
shares in connection with retirement benefits for John E. Anderson, the
Company's previous President and CEO, whose retirement was effective February
6, 2008.


8. Income Taxes.

The provision for income taxes for continuing operations for fiscal years ended
September 30 consists of the following (in thousands):

                              2009          2008         2007
Current:
  Federal                   $3,800           440        3,856
  State                        777           350          950
                             4,577           790        4,806
Deferred                       245         4,734          (21)

  Total                     $4,822         5,524        4,785

A reconciliation between the amount of tax shown above and the amount computed
at the statutory Federal income tax rate follows (in thousands):

                                           2009	       2008	   2007
Amount computed at statutory
  Federal rate                           $4,359       4,951       4,697
State income taxes (net of Federal
  income tax benefit)                       541         607         604
Other, net                                  (78)        (34)       (516)
Provision for income taxes               $4,822       5,524       4,785

In this reconciliation, the category "Other, net" consists of changes in
unrecognized tax benefits, permanent tax differences related to non-deductible
expenses, special tax rates and tax credits, interest and penalties, and
adjustments to prior year estimates.

The types of temporary differences and their related tax effects that give rise
to deferred tax assets and deferred tax liabilities at September 30, are
presented below (in thousands):
                                            2009       2008
Deferred tax liabilities:
 Property and equipment                  $15,819     15,439
 Depletion                                   421        417
 Unrealized rents                          1,285      1,232
 Prepaid expenses                          1,675      2,012
  Gross deferred tax liabilities          19,200     19,100
Deferred tax assets:
 Insurance liabilities                     2,238      2,385
 Employee benefits and other               1,387      1,375
  Gross deferred tax assets                3,625      3,760
Net deferred tax liability               $15,575     15,340

The Company adopted the provisions of ASC 740-10 on October 1, 2007. As a
result, the Company recognized a $216,000 reduction in the liability for
unrecognized tax benefits, which was accounted for as an increase to retained
earnings.  As of October 1, 2007 there was $337,000 of unrecognized tax
benefits that, if recognized, would impact the Company's effective tax rate.
Interest and penalties of $200,000 was reflected as a component of the total
liability at October 1, 2007.  A reconciliation of the beginning and ending
amount of unrecognized tax benefits is as follows (in thousands):

                                                     2009     2008

Balance at October 1                                 $372      537
Reductions due to lapse of statute of limitations    (135)    (165)
Balance at September 30                               237      372

As of September 30, 2009 there was $175,000 of unrecognized tax benefits that,
if recognized, would impact the Company's effective tax rate.  Interest and
penalties of $62,000 was reflected as a component of the total liability at
September 30, 2009.  The Company expects a decrease in the liability of up to
$154,000 for uncertain tax positions during the next 12 months.  The Company
files income tax returns in the U.S. and various states which are subject to
audit for up to five years after filing.


9. Employee Benefits.

The Company and certain subsidiaries have a savings/profit sharing plan for the
benefit of qualified employees.  The savings feature of the plan incorporates
the provisions of Section 401(k) of the Internal Revenue Code under which an
eligible employee may elect to save a portion (within limits) of their
compensation on a tax deferred basis.  The Company contributes to a
participant's account an amount equal to 50% (with certain limits) of the
participant's contribution.  Additionally, the Company may make an annual
discretionary contribution to the plan as determined by the Board of Directors,
with certain limitations.  The plan provides for deferred vesting with benefits
payable upon retirement or earlier termination of employment.  The Company's
cost was $760,000 in 2009, $828,000 in 2008 and $843,000 in 2007.

The Company has a Management Security Plan (MSP) for certain officers and key
employees.  The accruals for future benefits are based upon the remaining years
to retirement of the participating employees and other actuarial assumptions.
Life insurance on the lives of one of the participants has been purchased to
partially fund this benefit and the Company is the owner and beneficiary of
that policy.  The expense for fiscal 2009, 2008 and 2007 was $136,000, $191,000
and $365,000, respectively.  The accrued benefit under this plan as of
September 30, 2009 and 2008 was $1,017,000 and $952,000 respectively.  On
December 5, 2007, the board of directors approved certain retirement benefits
for John E. Anderson, the Company's previous President and Chief Executive
Officer who retired effective February 6, 2008.  Upon Mr. Anderson's
retirement, the Company paid him $1,331,000 for his GAAP accrued benefit under
the MSP.

The Company provides certain health benefits for retired employees.  Employees
may become eligible for those benefits if they were employed by the Company
prior to December 10, 1992, meet the service requirements and reach retirement
age while working for the Company.  The plan is contributory and unfunded.  The
Company accrues the estimated cost of retiree health benefits over the years
that the employees render service.  The accrued postretirement benefit
obligation for this plan as of September 30, 2009 and 2008 was $308,000 and
$333,000, respectively.  The net periodic postretirement benefit cost was
$(1,000), $13,000 and $16,000 for fiscal 2009, 2008, and 2007, respectively.
The discount rate used in determining the Net Periodic Postretirement Benefit
Cost was 6.75% for 2009, 6.0% for 2008 and 6.0% for 2007.  The discount rate
used in determining the Accumulated Postretirement Benefit Obligation (APBO)
was 5.5% for 2009, 6.75% for 2008 and 6.0% for 2007.  No medical trend is
applicable because the Company's share of the cost is frozen.


10. Business Segments.

The Company has identified two business segments, each of which is managed
separately along product lines.  The Company's operations are substantially in
the Southeastern and Mid-Atlantic states.

The transportation segment hauls primarily petroleum related bulk liquids and
dry bulk commodities by motor carrier.  The real estate segment owns real
estate of which a substantial portion is under mining royalty agreements or
leased.  The real estate segment also holds certain other real estate for
investment and is developing commercial and industrial properties.

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

                                            2009	 2008	     2007
Revenues:
  Transportation                        $ 91,420      105,087      89,366
  Real estate                             23,133       24,813      22,340
                                        $114,553      129,900     111,706
Operating profit:
  Transportation                        $ 10,924        9,479       8,845
  Real estate                             10,210       12,288      12,105
  Corporate expenses
    Allocated to transportation           (1,617)      (1,665)     (1,711)
    Allocated to real estate              (1,377)      (1,200)     (1,194)
    Unallocated                           (2,012)      (3,873)       (541)
                                          (5,006)      (6,738)     (3,446)
                                        $ 16,128       15,029      17,504

Interest expense:
  Real estate                           $  3,482        4,551       3,878

Capital expenditures:
  Transportation                        $  3,298       17,124       7,943
  Real estate                             10,826       24,192       9,153
                                        $ 14,124       41,316      17,096
Depreciation, depletion and
amortization:
  Transportation                        $  6,670        6,036       5,663
  Real estate                              5,215        4,881       4,677
  Other                                    1,558          504         237
                                        $ 13,443       11,421      10,577

Identifiable assets at September 30:
  Transportation                        $ 43,229       45,214      35,335
  Discontinued Transportation Operations   1,519       17,297      20,766
  Real estate                            192,461      187,239     168,587
  Cash                                    15,803        7,778      26,944
  Unallocated corporate assets             3,842        4,512       1,898
                                        $256,854      262,040     253,530


11. 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 is for quoted prices in active markets for identical assets or
liabilities.  Level 2 is inputs that are derived principally from or
corroborated by observable market data.  Level 3 Inputs are those that are
unobservable and significant to the overall fair value measurement.

The following table summarizes the Company's assets and liabilities measured at
fair value as required by FASB ASC Topic 820 - "Fair Value Measurements and
Disclosures", as of September 30, 2009 (in thousands):

                          Fair Value Measurements as of September 30, 2009
                           Quoted   Significant
                         Prices in     Other       Significant
                           Active    Observable    Unobservable    Total
                          Markets      Inputs         Inputs     Fair Value
                         (Level 1)    (Level 2)     (Level 3)   Measurements
Assets:
  Notes Receivable        $     -      $ 6,805       $     -      $ 6,805
  Corporate Aircraft            -        1,850             -        1,850
                          $     -      $ 8,655       $     -      $ 8,655
Liabilities:
  Mortgage Notes          $     -      $72,750       $     -      $72,750
                          $     -      $72,750       $     -      $72,750

At September 30, 2009 and 2008, the carrying amount reported in the
consolidated balance sheets for cash and cash equivalents, short-term notes
payable and revolving credit approximate their fair value based upon the short-
term nature of these items.  The fair value of the note receivable is based on
the terms of the sale agreement as described in Note 16 Discontinued
Operations.  The fair value of the aircraft is based on similar assets in the
current market.  The fourth quarter of fiscal 2009 includes $900,000 for the
impairment to estimated fair value of the corporate aircraft.  The Company's
decision to discontinue its use required adjustment to the lower values of the
current economic environment.  The fair values of the Company's other mortgage
notes payable were estimated based on current rates available to the Company
for debt of the same remaining maturities.  At September 30, 2009, the carrying
amount and fair value of such other long-term debt was $76,153,000 and
$72,750,000, respectively.  At September 30, 2008, the carrying amount and fair
value of other long-term debt was $80,172,000 and $78,839,000, respectively.


12. 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.  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.


13. Commitments.

The Company, at September 30, 2009, had entered into various contracts to
develop real estate with remaining commitments totaling $397,000, and to
purchase transportation equipment for approximately $6,208,000.  The Company
has committed to make an additional capital contribution of up to $500,000
dollars to Brooksville Quarry, LLC in connection with a joint venture with
Vulcan.  In July 2008, the Company entered into an agreement to sell the
Windlass Run Residential property.  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.  The purchase price for the
property is $25,265,000, subject to certain potential purchase price
adjustments.  The agreement of sale is subject to certain contingencies,
including the satisfactory completion of the buyer's inspection period and
additional government approvals, and closing may be two or more years away.
The cost of the property of $5,674,000 was reclassified on the balance sheet
from Land to Real estate held for investment in fiscal 2008.


14. 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 fiscal 2009, the transportation segment's ten largest customers
accounted for approximately 63.6% of the transportation segment's revenue.  One
of these customers accounted for 24.7% 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 $2,578,000 and $4,402,000 at September 30
2009 and 2008 respectively.

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


15. Previous CEO Retirement.

On December 5, 2007, the board of directors approved certain retirement
benefits for John E. Anderson, the Company's previous President and Chief
Executive Officer effective February 6, 2008.  Upon Mr. Anderson's retirement,
the Company paid him $4,851,000 for his accrued benefit under the Management
Security Plan, the fair value of his outstanding stock options and restricted
stock and an additional bonus.  The total impact of these payments on the
Company's earnings for fiscal 2008 was $2,503,000 before taxes which is
included in selling, general, and administrative expense primarily in the three
months ended December 31, 2007.  On December 5, 2007, the Company's Board of
Directors elected John D. Baker II to succeed Mr. Anderson as President and
Chief Executive Officer.  The following tables detail the expense incurred and
payments made (in thousands):

Expenses
Additional bonus paid in cash                        $2,125
Repurchase of vested options and stock at 20 day
 average market value per agreement which exceeded
 the closing price on the date of repurchase            162
Accelerated vesting of options                          180
Accelerated vesting of restricted stock                  36
Total expense ($2,371 in quarter ended 12/31/07)     $2,503

Payments
Total expense                                        $2,503
Previously accrued benefit MSP Retirement Plan        1,331
Gain on vested stock options repurchased                999
Restricted shares vested 1/1/08 repurchased              18
Total payments                                       $4,851


16. 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.  In the quarter ending September 30, 2009 the Company
recognized $283,000 in severance costs related to a change-in-control agreement
triggered by the sale of SunBelt.  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.

A summary of discontinued operations is as follows:

                                2009     2008     2007

Revenue                      $21,250   42,149   42,576
Operating expenses            24,149   43,694   41,728
Loss on sale before taxes     (3,760)       -        -
Income (loss) before taxes    (6,749)  (1,545)     848
Income taxes                   2,594      594     (326)
Income (loss) from
  discontinued operations    $(4,155)    (951)     522

The components of the balance sheet are as follows:

			                September 30,   September 30,
                                             2009            2008

Accounts receivable                      $    142           3,084
Inventories                                     -              78
Prepaid expenses                                -           1,146
Other assets                                    1              52
Deferred income taxes                       1,249               -
Property and equipment, net                   127          12,937
Assets of discontinued operations        $  1,519          17,297

Accounts payable                         $    243             730
Accrued payroll and benefits                  140             697
Accrued liabilities, other                     73              68
Insurance liabilities                       3,204           2,721
Deferred income taxes                           -           3,592
Liabilities of discontinued operations   $  3,660           7,808


17. Subsequent Events.

Subsequent events have been evaluated and disclosed herein relating to events
that have occurred from October 1, 2009 through the date we issued these
financial statements, December 2, 2009.


Management's Report on Internal Control Over Financial Reporting

The management of Patriot is responsible for establishing and maintaining
adequate internal control over financial reporting. Patriot's internal
control system was designed to provide reasonable assurance to the Company's
management and Board of Directors regarding the preparation and fair
presentation of published financial statements in accordance with U.S.
generally accepted accounting principles. All internal control systems, no
matter how well designed have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Patriot's
management assessed the effectiveness of the Company's internal control over
financial reporting as of September 30, 2009 based on the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control-Integrated Framework. Based on this assessment,
management believes that, as of September 30, 2009, the Company's internal
control over financial reporting is effective.


Report of Independent Registered Certified Public Accounting Firm

The Shareholders and Board of Directors
Patriot Transportation Holding, Inc.

We have audited the accompanying consolidated balance sheets of Patriot
Transportation Holding, Inc. as of September 30, 2009, and 2008, and the
related consolidated statements of income, shareholder's equity and
comprehensive income, and cash flows for years ended September 30, 2009, 2008
and 2007. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Patriot
Transportation Holding, Inc. as of September 30, 2009 and 2008, and the
consolidated results of its operations and its cash flows for the years ended
September 30, 2009, 2008 and 2007 in conformity with accounting principles
generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of Patriot
Transportation Holding, Inc.'s internal control over financial reporting as of
September 30, 2009, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).  The Company's management is responsible for
maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting
included in the accompanying Management's Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion on the
Company's internal control over financial reporting based on our audit.

Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for
our opinion.  A company's internal control over financial reporting is a
process designed 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. A
company's internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.  Because of its inherent
limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

In our opinion, Patriot Transportation Holding, Inc. maintained, in all
material respects, effective internal control over financial reporting as of
September 30, 2009, based on criteria established in Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).

Hancock Askew & Co., LLP

December 2, 2009
Savannah, Georgia


DIRECTORS AND OFFICERS

Directors

John D. Baker II (1)
President and Chief Executive
Officer of the Company

Edward L. Baker (1)
Chairman of the Board of the Company
and Former Chairman of the Board of
Florida Rock Industries, Inc.

John E. Anderson
Former President and Chief Executive
Officer of Patriot Transportation Holding, Inc.

Thompson S. Baker II
President of Florida Rock Division
of Vulcan Materials Company

Charles E. Commander III (2)(4)
Partner, Jacksonville office
Foley & Lardner

Luke E. Fichthorn III
Private Investment Banker,
Twain Associates

Robert H. Paul III (2)(3)(4)
Chairman of the Board of
Southeast Atlantic Capital, LLC

H. W. Shad III (2)
Owner, Bozard Ford Company

Martin E. Stein, Jr. (3)(4)
Chairman and Chief Executive Officer of
Regency Centers Corporation

James H. Winston (3)
President of LPMC of Jax, Inc. and
Citadel Life & Health Insurance Co.

________________
(1) Member of the Executive Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
(4) Member of the Nominating Committee



Officers

Edward L. Baker
Chairman of the Board

John D. Baker II
President and Chief Executive Officer

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

David H. deVilliers, Jr.
Vice President
President, FRP Development Corp. and
Florida Rock Properties, Inc.

John D. Klopfenstein
Controller and Chief Accounting Officer

Robert E. Sandlin
President, Florida Rock & Tank Lines, Inc.



Patriot Transportation Holding, Inc.

501 Riverside Avenue, Suite 500
Jacksonville, Florida, 32202
Telephone:  (904) 396-5733


Annual Meeting

Shareholders are cordially invited to attend the Annual Shareholders Meeting
which will be held at 10 a.m. local time, on Wednesday, February 3, 2010, at
the St. Joe Company building, 245 Riverside Avenue, Jacksonville, Florida,
32202.


Transfer Agent

American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, NY  10038

Telephone:  1-800-937-5449




General Counsel

Fowler White Boggs P.A.
Jacksonville, Florida


Independent Registered Certified Public Accounting Firm

Hancock Askew & Co., LLP
Savannah, Georgia


Common Stock Listed

The Nasdaq Stock Market
(Symbol: PATR)


Form 10-K

Shareholders may receive without charge a copy of Patriot Transportation
Holding, Inc.'s annual report on Form 10-K for the fiscal year ended September
30, 2009 as filed with the Securities and Exchange Commission by writing to
the Treasurer at 501 Riverside Avenue, Suite 500, Jacksonville, Florida 32202.
 The most recent certifications by our Chief Executive Officer, Chief
Financial Officer and Chief Accounting Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 are filed as exhibits to our Form 10-K.


Company Website

The Company's website may be accessed at www.patriottrans.com. All of our
filings with the Securities and Exchange Commission can be accessed through
our website promptly after filing.  This includes annual reports on Form 10-
K, proxy statements, quarterly reports on Form 10-Q, current reports filed or
furnished on Form 8-K and all related amendments.

EX-23

                                                      Exhibit 23


CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-55132, 333-125099 and 333-131475) of
Patriot Transportation Holding, Inc. of our report dated December 2,
2009 relating to the consolidated financial statements and the
effectiveness of Patriot Transportation Holding, Inc's internal control
over financial reporting which appears in the Annual Report to
Shareholders incorporated by reference herein.  We also consent to the
incorporation by reference of our report dated December 2, 2009,
relating to the financial statement schedules, which appear in this Form
10-K.

Hancock Askew & Co., LLP

Savannah, Georgia
December 2, 2009

EX-31

CERTIFICATIONS                                                  Exhibit 31(a)

I, John D. Baker II, certify that:

1.	I have reviewed this annual report on Form 10-K of Patriot Transportation
Holding, Inc.;
2.	Based on my knowledge, this annual 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 annual report;
3.	Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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, 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 annual 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: December 2, 2009                        /s/John D. Baker II
                                              President and Chief Executive
                                                Officer

EX-31

CERTIFICATIONS                                                  Exhibit 31(b)

I, John D. Milton, Jr., certify that:

1.	I have reviewed this annual report on Form 10-K of Patriot Transportation
Holding, Inc.;
2.	Based on my knowledge, this annual 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 annual report;
3.	Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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, 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 annual 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: December 2, 2009                       /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 annual report on Form 10-K of Patriot Transportation
Holding, Inc.;
2.	Based on my knowledge, this annual 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 annual report;
3.	Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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, 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 annual 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: December 2, 2009                        /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.


December 2, 2009                           PATRIOT TRANSPORTATION HOLDING, INC.



                                           JOHN D. BAKER II
                                           John D. 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 Annual Report on Form
10-K and is not filed as provided in SEC Release Nos. 33-8212, 34-4751 and IC-
25967, dated June 30, 2003.