10-Q

	FORM 10-Q

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

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

For quarterly period ended June 30, 2011

						or

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

Commission File Number 33-26115

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

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


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


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


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

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

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

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

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

On June 30, 2011 there were 9,300,623 shares of
Common Stock,
$.10 par value per share, outstanding (adjusted for 3-for-1 stock split).



PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q
QUARTER ENDED JUNE 30, 2011



CONTENTS

                                                                 Page No.


Preliminary Note Regarding Forward-Looking Statements                  3


Part I.  Financial Information

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

Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations                         14

Item 3.  Quantitative and Qualitative Disclosures about Market Risks  26

Item 4.  Controls and Procedures                                      26


Part II.  Other Information

Item 1A. Risk Factors                                                 28

Item 2.  Purchase of Equity Securities by the Issuer                  28

Item 6.  Exhibits                                                     28

Signatures                                                            29

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

Exhibit 32  Certifications pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002.                              34





Preliminary Note Regarding Forward-Looking Statements.

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

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

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


PART I.  FINANCIAL INFORMATION, ITEM 1.  FINANCIAL STATEMENTS
PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
(Unaudited)               (In thousands, except share data)
                                                     June 30,    September 30,
Assets                                                  2011             2010
Current assets:
 Cash and cash equivalents                          $ 22,760           17,151
 Accounts receivable (net of allowance for
  doubtful accounts of $128 and $83, respectively)     7,788            5,940
 Federal and state income taxes receivable                 -              930
 Notes receivable                                      1,427            1,238
 Inventory of parts and supplies                       1,038              665
 Deferred income taxes                                   895                -
 Prepaid tires on equipment                            1,292            1,246
 Prepaid taxes and licenses                              218            1,813
 Prepaid insurance                                       697            2,185
 Prepaid expenses, other                                 102               62
 Real estate held for sale, at cost                    5,808                -
 Assets of discontinued operations                       131              542
  Total current assets                                42,156           31,772

Property, plant and equipment, at cost               310,480          294,752
Less accumulated depreciation and depletion          103,308           96,636
  Net property, plant and equipment                  207,172          198,116
Real estate held for investment, at cost               1,040            7,124
Investment in joint venture                            7,437            7,344
Goodwill                                               1,087            1,087
Notes receivable, less current portion                   246            4,382
Unrealized rents                                       3,479            3,357
Other assets                                           3,860            4,530
Total assets                                        $266,477          257,712
Liabilities and Shareholders' Equity
Current liabilities:
 Accounts payable                                   $  4,098            3,384
 Federal and state income taxes payable                1,645                -
 Deferred income taxes                                     -              174
 Accrued payroll and benefits                          4,598            5,255
 Accrued insurance                                     3,071            2,373
 Accrued liabilities, other                              867              994
 Long-term debt due within one year                    4,822            4,588
 Liabilities of discontinued operations                  112            1,327
  Total current liabilities                           19,213           18,095
Long-term debt, less current portion                  63,626           67,272
Deferred income taxes                                 16,421           16,084
Accrued insurance                                      2,506            2,483
Other liabilities                                      1,858            1,722
Commitments and contingencies (Note 8)
Shareholders' equity:
 Preferred stock, no par value;
  5,000,000 shares authorized; none issued                 -                -
 Common stock, $.10 par value;
  25,000,000 shares authorized,
  9,300,623 and 9,278,088 shares issued
  and outstanding, respectively                          930              928
 Capital in excess of par value                       38,819           37,511
 Retained earnings                                   123,084          113,597
 Accumulated other comprehensive income, net              20               20
  Total shareholders' equity                         162,853          152,056
Total liabilities and shareholders' equity          $266,477          257,712
See accompanying notes.




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

                                           THREE MONTHS        NINE MONTHS
                                           ENDED JUNE 30,     ENDED JUNE 30,
                                          2011      2010      2011      2010
Revenues:
  Transportation                       $26,182    23,064    72,209    66,803
  Mining royalty land                    1,180     1,247     3,193     3,243
  Developed property rentals             4,585     4,047    13,398    13,322
Total revenues                          31,947    28,358    88,800    83,368

Cost of operations:
  Transportation                        23,738    20,349    65,775    60,720
  Mining royalty land                      334       368     1,025     1,040
  Developed property rentals             3,267     3,022     9,912     9,874
  Unallocated corporate                    167       138     1,275     1,144
Total cost of operations                27,506    23,877    77,987    72,778

Operating profit:
  Transportation                         2,444     2,715     6,434     6,083
  Mining royalty land                      846       879     2,168     2,203
  Developed property rentals             1,318     1,025     3,486     3,448
  Unallocated corporate                   (167)     (138)   (1,275)   (1,144)
Total operating profit                   4,441     4,481    10,813    10,590

Interest income and other                   70       106       271       340
Equity in loss of joint venture            (14)        -       (16)       (2)
Interest expense                          (789)     (966)   (2,533)   (2,988)

Income before income taxes               3,708     3,621     8,535     7,940
Provision for income taxes              (1,349)   (1,121)   (3,203)   (2,780)
Income from continuing operations        2,359     2,500     5,332     5,160

Income from discontinued
 operations, net                            20        99     5,125       217

Net income                            $  2,379     2,599    10,457     5,377

Earnings per common share:
 Income from continuing operations -
  Basic                               $    .25       .27       .57       .56
  Diluted                             $    .25       .27       .56       .55
 Discontinued operations (Note 11) -
  Basic                               $    .01       .01       .56       .03
  Diluted                             $      -       .01       .55       .02

Net income - basic                    $    .26       .28      1.13       .59
Net income - diluted                  $    .25       .28      1.11       .57

Number of shares (in thousands)
  used in computing:
  -basic earnings per common share       9,291     9,184     9,279     9,171
  -diluted earnings per common share     9,443     9,426     9,453     9,421

See accompanying notes.




PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
     NINE MONTHS ENDED JUNE 30, 2011 AND 2010
                                   (In thousands)
                                    (Unaudited)
                                                              2011      2010

Cash flows from operating activities:
 Net income                                                $10,457     5,377
 Adjustments to reconcile net income to net cash
  provided by continuing operating activities:
   Depreciation, depletion and amortization                  9,126     8,647
   Deferred income taxes                                      (813)     (853)
   Equity in loss of joint venture                              16         2
   (Gain) on sale of equipment                                (245)     (311)
   (Income) from discontinued operations, net               (5,125)     (217)
   Stock-based compensation                                    624       737
   Net changes in operating assets and liabilities:
    Accounts receivable                                     (1,848)   (1,189)
    Inventory of parts and supplies                           (373)      (60)
    Prepaid expenses and other current assets                2,997     3,207
    Other assets                                                54      (176)
    Accounts payable and accrued liabilities                   628    (1,272)
    Income taxes payable and receivable                      2,917    (1,560)
    Long-term insurance liabilities and other long-term
     liabilities                                               159      (213)
Net cash provided by operating activities of
  continuing operations                                     18,574    12,119
Net cash used in operating activities of
  discontinued operations                                     (605)     (946)
Net cash provided by operating activities                   17,969    11,173

Cash flows from investing activities:
 Purchase of transportation group property and equipment    (4,660)   (6,433)
 Investments in mining royalty land segment                      -       (41)
 Investments in developed property rentals segment          (8,365)   (2,843)
 Investment in joint venture                                  (114)     (445)
 Proceeds from the sale of property, plant and equipment       528       809
 Proceeds received on note for sale of SunBelt               3,947       881
Net cash used in investing activities                       (8,664)   (8,072)

Cash flows from financing activities:
 Repayment of long-term debt                                (3,412)   (3,193)
 Repurchase of Company Stock                                (1,145)        -
 Excess tax benefits from exercises of stock options
  and vesting of restricted stock                              323        65
 Exercise of employee stock options                            538       192

Net cash used in financing activities                       (3,696)   (2,936)

Net increase in cash and cash equivalents                    5,609       165
Cash and cash equivalents at beginning of period            17,151    15,803
Cash and cash equivalents at end of the period            $ 22,760    15,968

The Company recorded a non-cash transaction from an exchange of real estate of
$4,941 in December 2010 along with a related deferred tax liability of $1,792
and a $2,053 permanent tax benefit on the value of donated minerals and
aggregates which was recorded as a $342 receivable and $1,711 deferred tax.

See accompanying notes.


      	 PATRIOT TRANSPORTATION HOLDING, INC. AND SUBSIDIARIES
	CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2011
	(Unaudited)

(1) Basis of Presentation.  The accompanying consolidated financial
statements include the accounts of Patriot Transportation Holding,
Inc. and its subsidiaries (the "Company").  Investment in the 50%
owned Brooksville Joint Venture is accounted for under the equity
method of accounting.  These statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information and the
instructions to Form 10-Q and do not include all the information and
footnotes required by accounting principles generally accepted in the
United States of America for complete financial statements.  In the
opinion of management, all adjustments (primarily consisting of normal
recurring accruals) considered necessary for a fair statement of the
results for the interim periods have been included.  Operating results
for the nine months ended June 30, 2011 are not necessarily indicative
of the results that may be expected for the fiscal year ending
September 30, 2011.  The accompanying consolidated financial
statements and the information included under the heading
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" should be read in conjunction with the
Company's consolidated financial statements and related notes included
in the Company's Form 10-K for the year ended September 30, 2010.

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

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

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

The Company's transportation and real estate groups operate
independently and have minimal shared overhead except for corporate
expenses.  Corporate expenses are allocated in fixed quarterly amounts
based upon budgeted and estimated proportionate cost by segment.
Unallocated corporate expenses primarily include stock compensation
and corporate aircraft expenses.  Reclassifications to prior period
amounts have been made to be comparable to the current presentation.

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

                                 Three Months ended    Nine Months ended
                                      June 30,___           June 30,_  _
                                    2011      2010        2011      2010
Revenues:
   Transportation                $ 26,182    23,064    $ 72,209    66,803
   Mining royalty land              1,180     1,247       3,193     3,243
   Developed property rentals       4,585     4,047      13,398    13,322
                                 $ 31,947    28,358      88,800    83,368

Operating profit:
   Transportation                $  2,834     3,062       7,603     7,123
   Mining royalty land                999     1,021       2,626     2,628
   Developed property rentals       1,547     1,237       4,172     4,085
   Corporate expenses:
    Allocated to transportation      (390)     (347)     (1,169)   (1,040)
    Allocated to mining land         (153)     (142)       (458)     (425)
    Allocated to developed property  (229)     (212)       (686)     (637)
    Unallocated                      (167)     (138)     (1,275)   (1,144)
                                     (939)     (839)     (3,588)   (3,246)
                                 $  4,441     4,481      10,813    10,590

Interest expense:
   Mining royalty land           $      9         9          27        30
   Developed property rentals      ___780    _  957      _2,506    _2,958
                                 $    789       966       2,533     2,988

Capital expenditures:
   Transportation                $  1,501       790       4,660     6,433
   Mining royalty land                  -        25           -        41
   Developed property rentals:
     Capitalized interest             345       243         928       700
     Internal labor                   190        83         450       201
     Real estate taxes                303       288         875       867
     Other costs (a)                2,517       256       6,112     1,075
                                 $  4,856     1,685      13,025     9,317
(a)Net of 1031 exchange of $4,941 for the 9 months ending June 30, 2011.

Depreciation, depletion and
amortization:
   Transportation                $  1,582     1,536       4,680     4,605
   Mining royalty land                 29        30          80        77
   Developed property rentals       1,300     1,257       3,917     3,805
   Other                               54        48         449       160
                                 $  2,965     2,871       9,126     8,647
                                               June 30,   September 30,
                                                 2011          2010
Identifiable net assets
   Transportation                             $ 38,819        43,100
   Discontinued Transportation Operations          131           542
   Mining royalty land                          28,295        28,651
   Developed property rentals                  173,423       164,601
   Cash items                                   22,760        17,151
   Unallocated corporate assets                  3,049         3,667
                                              $266,477       257,712


(4) Long-Term debt.  Long-term debt is summarized as follows (in
thousands):
                                               June 30,   September 30,
                                                 2011          2010
     5.6% to 8.6% mortgage notes
       due in installments through 2027         68,448        71,860
     Less portion due within one year            4,822         4,588
                                              $ 63,626        67,272

The Company has a $37,000,000 uncollateralized Revolving Credit
Agreement with three banks, which matures on December 13, 2013.  The
Revolver bears interest at a rate of 1.00% over the selected LIBOR,
which may change quarterly based on the Company's ratio of
Consolidated Total Debt to Consolidated Total Capital, as defined.  A
commitment fee of 0.15% per annum is payable quarterly on the unused
portion of the commitment.  The commitment fee may also change
quarterly based upon the ratio described above.  The Revolver contains
limitations on availability and restrictive covenants including
limitations on paying cash dividends.  Letters of credit in the amount
of $11,262,000 were issued under the Revolver.  As of June 30, 2011,
$25,738,000 was available for borrowing and $50,270,000 of
consolidated retained earnings would be available for payment of
dividends.  The Company was in compliance with all covenants as of
June 30, 2011.

The fair values of the Company's mortgage notes payable were estimated
based on current rates available to the Company for debt of the same
remaining maturities.  At June 30, 2011, the carrying amount and fair
value of such other long-term debt was $68,448,000 and $70,819,000,
respectively.

(5) Transactions with Vulcan Materials Company.  The Company
previously may have been considered a related party to Vulcan
Materials Company (Vulcan).  One director of the Company was employed
by Vulcan until September 17, 2010 and is related to two other Company
directors.  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.  Revenue from Vulcan for the first nine months
of fiscal 2011 was $4,942,000 compared to $4,446,000 for the same
period last year.

A subsidiary of the Company (FRP) has a Joint Venture Agreement with
Vulcan Materials Company (formerly Florida Rock Industries, Inc.),
Brooksville Quarry, LLC, to develop approximately 4,300 acres of land
near Brooksville, Florida.  Distributions will be made on a 50-50
basis except for royalties and depletion specifically allocated to
FRP.  Other income for the nine months ended June 30, 2011 and June
30, 2010 includes a loss of $16,000 and $2,000, respectively,
representing the Company's equity in the loss of the joint venture.


(6) Earnings per share.  The following details the computations of the
basic and diluted earnings per common share (dollars in thousands,
except per share amounts):
                                        THREE MONTHS         NINE MONTHS
                                       ENDED JUNE 30,       ENDED JUNE 30,
                                        2011     2010        2011     2010
Weighted average common shares
 outstanding during the period
 - shares used for basic
 earnings per common share             9,291    9,184       9,279    9,171

Common shares issuable under
 share based payment plans
 which are potentially dilutive          152      242         174      250

Common shares used for diluted
 earnings per common share             9,443    9,426       9,453    9,421

Net income                           $ 2,379    2,599      10,457    5,377

Earnings per common share
 Basic                               $   .26      .28        1.13      .59
 Diluted                             $   .25      .28        1.11      .57

For the three and nine months ended June 30, 2011, 140,370 and 132,870
shares attributable to outstanding stock options were excluded from
the calculation of diluted earnings per share because their inclusion
would have been anti-dilutive.  For the three and nine months ended
June 30 2010, 34,570 and 37,070 shares attributable to outstanding
stock options were excluded from the calculation of diluted earnings
per common share because their inclusion would have been anti-
dilutive.


(7) Stock-Based Compensation Plans.  As more fully described in Note 7
to the Company's notes to the consolidated financial statements in the
Company's Annual Report on Form 10-K for the year ended September 30,
2010, the Company's stock-based compensation plan permits the grant of
stock options, stock appreciation rights, restricted stock awards,
restricted stock units, and stock awards.  The number of common shares
available for future issuance was 644,250 at June 30, 2011.

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

                                      Three Months ended   Nine Months ended
                                            June 30,        _ June 30,_
                                          2011    2010      2011    2010
Stock option grants                      $  79      68       290     335
Restricted stock awards granted in 2006      -       -         -      48
Annual director stock award                  -       -       334     354
                                            79      68       624     737

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

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

Outstanding at
 October 1, 2010        633,900     $14.00       4.1     $ 4,206
  Granted                29,160     $25.60               $   293
  Exercised              54,035     $ 9.95               $   274
Forfeited                     -     $    -               $     -
Outstanding at
 June 30, 2011          609,025     $14.92       3.8     $ 4,225
Exercisable at
 June 30, 2011          522,397     $12.93       3.0     $ 3,254
Vested during
 nine months ended
 June 30, 2011           23,442                          $   248

The aggregate intrinsic value of exercisable in-the-money options was
$5,223,000 and the aggregate intrinsic value of all outstanding in-
the-money options was $5,223,000 based on the market closing price of
$22.37 on June 30, 2011 less exercise prices.  Gains of $869,000 were
realized by option holders during the nine months ended June 30, 2011.
The realized tax benefit from options exercised for the nine months
ended June 30, 2011 was $333,000.  Total compensation cost of options
granted but not yet vested as of June 30, 2011 was $777,000, which is
expected to be recognized over a weighted-average period of 2.5 years.

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

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

During the first nine months of fiscal 2011, the transportation
segment's ten largest customers accounted for approximately 55.4% of
the transportation segment's revenue.  One of these customers
accounted for 20.2% of the transportation segment's revenue.  The loss
of any one of these customers would have an adverse effect on the
Company's revenues and income.  Accounts receivable from the
transportation segment's ten largest customers was $3,364,000 and
$2,797,000 at June 30, 2011 and September 30, 2010 respectively.

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

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

As of June 30, 2011 the Company had no assets or liabilities measured
at fair value on a recurring basis and only one asset recorded at fair
value on a non-recurring basis as it was deemed to be other-than-
temporarily impaired.  The fair value of the corporate aircraft of
$1,550,000 is based on level 2 inputs for similar assets in the
current market.  The first quarter of fiscal 2011 includes $300,000
for the impairment to estimated fair value of the corporate aircraft
due to indications of a decrease in value versus the previous year
end. The Company's decision to discontinue its regular use requires
adjustment to the current estimated value as necessary.

The fair value of note receivable (see Note 11) approximates the
unpaid principal balance based upon the interest rate and credit risk
of the note.  The fair value of all other financial instruments with
the exception of mortgage notes (see Note 4) approximates the carrying
value due to the short-term nature of such instruments.

(11) Discontinued operations.  In August 2009 the Company sold its
flatbed trucking company, SunBelt Transport, Inc. ("SunBelt").  Under
the agreement, the Buyer purchased all of SunBelt's tractors and
trailers, leased the SunBelt terminal facilities in Jacksonville,
Florida for 36 months at a rental of $5,000 per month and leased the
terminal facilities in South Pittsburgh, Tennessee for 60 months at a
rental of $5,000 per month with an option to purchase the Tennessee
facilities at the end of the lease for payment of an additional
$100,000.  The South Pittsburgh lease was recorded as a sale under
bargain purchase accounting.  The purchase price received for the
tractors and trailers and inventories was a $1 million cash payment
and the delivery of a Promissory Note requiring 60 monthly payments of
$130,000 each including interest at 7%, secured by the assets of the
business conveyed.  Proceeds from the sale of equipment of $923,000
and an extra payment of $2,055,000 were partial prepayments to the
note in fiscal 2011.  The Company retained all pre-closing receivables
and liabilities.

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

In December 2010, a subsidiary of the Company, Florida Rock
Properties, Inc., sold approximately 1,777 acres of land in Caroline
County, Virginia, to the Commonwealth of Virginia, Board of Game and
Inland Fisheries.  The purchase price for the property was $5,200,000,
subject to certain deductions.  The Company also donated the
$5,402,000 value of minerals and aggregates and recognized a
$2,053,000 permanent tax benefit.  The Company's book value of the
property was $276,000.

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

                                    Three months      Nine months
                                   Ended June 30,   Ended June 30,
                                    2011     2010    2011     2010

Revenue                           $   15       15      45       70
Operating expenses                   (18)    (147)   (278)    (283)
Gain on property sale before taxes     -        -   4,665        -
Income before income taxes        $   33      162   4,988      353
Provision for income taxes           (13)     (63)    137     (136)
Income from
  Discontinued operations         $   20       99   5,125      217

The components of the balance sheet are as follows:

					 June 30,     September 30,
					   2011            2010

Accounts receivable                     $     2               8
Deferred income taxes                        20             417
Property and equipment, net                 109             117
Assets of discontinued operations       $   131             542

Accounts payable                        $    16             154
Accrued payroll and benefits                  2               2
Accrued liabilities, other                   22              61
Insurance liabilities                        72           1,110
Liabilities of discontinued operations  $   112           1,327



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


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

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

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

Prior to the quarter ending March 31, 2010 the Company's real estate
operations were aggregated and reported as a single segment.  The
prior filings additionally included results by division.  In
connection with the new presentation of our real estate operations as
two reportable segments, two properties in Washington, D.C. and two
properties in Duval County, Florida were reclassified out of the
Royalties and rent division and the division was renamed the Mining
royalty land segment.  Historical results have been reclassified to
conform to the new segment presentation.

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

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

Discontinued Operations. In August 2009 the Company sold its flatbed
trucking company, SunBelt Transport, Inc. ("SunBelt").  Under the
agreement, the buyer purchased all of SunBelt's tractors and trailers,
leased the SunBelt terminal facilities in Jacksonville, Florida for 36
months at a rental of $5,000 per month and leased the terminal
facilities in South Pittsburgh, Tennessee for 60 months at a rental of
$5,000 per month with an option to purchase the Tennessee facilities
at the end of the lease for payment of an additional $100,000.  The
South Pittsburgh lease was recorded as a sale under bargain purchase
accounting.  The purchase price received for the tractors and trailers
and inventories was a $1 million cash payment and the delivery of a
Promissory Note requiring 60 monthly payments of $130,000 each
including interest at 7%, secured by the assets of the business
conveyed.  Proceeds from the sale of equipment of $923,000 and an
extra payment of $2,055,000 were partial prepayments to the note in
fiscal 2011.  The Company retained all pre-closing receivables and
liabilities.  SunBelt has been accounted for as discontinued
operations in accordance with ASC Topic 205-20 Presentation of
Financial Statements - Discontinued Operations.  All periods presented
have been restated accordingly.

In December 2010, a subsidiary of the Company, Florida Rock
Properties, Inc., sold approximately 1,777 acres of land in Caroline
County, Virginia, to the Commonwealth of Virginia, Board of Game and
Inland Fisheries.  The purchase price for the property was $5,200,000
and expenses of the sale were $259,000.  The Company also donated the
$5,402,000 value of minerals and aggregates and recognized a
$2,053,000 permanent tax benefit.  The Company's book value of the
property was $276,000. Caroline County has been accounted for as
discontinued operations in accordance with ASC Topic 205-20
Presentation of Financial Statements - Discontinued Operations. All
periods presented have been restated accordingly.


Comparative Results of Operations for the Three months ended June
30, 2011 and 2010

Consolidated Results - Net income for the third quarter of fiscal 2011
was $2,379,000 compared to $2,599,000 for the same period last year.
Diluted earnings per common share for the third quarter of fiscal 2011
were $.25 compared to $.28 for the same quarter last year.
Transportation segment results were lower due to a $353,000 smaller
reduction to the actuarial projections of risk insurance claims and
lower gains on equipment sales partially offset by increased miles.
The mining royalty land segment's results were lower due to lower tons
mined at most locations mostly offset by a shift of production from
land held by other lessors to land held by the Company.  The Developed
property rentals segment's results were higher due to higher occupancy
partially offset by increased unbillable maintenance costs.


Transportation Results
                                    Three months ended June 30
(dollars in thousands)             ___2011     %      2010     %_

Transportation revenue             $ 20,806   79%    19,593   85%
Fuel surcharges                       5,376   21%     3,471   15%

Revenues                             26,182  100%    23,064  100%

Compensation and benefits             9,047   35%     8,573   37%
Fuel expenses                         6,256   24%     4,465   19%
Insurance and losses                  1,799    7%     1,394    6%
Depreciation expense                  1,554    6%     1,499    6%
Other, net                            2,765   11%     2,198   10%
Sales, general & administrative       1,927    7%     1,873    8%
Allocated corporate expenses       _____390    1%    ___347    2%

Cost of operations                   23,738   91%    20,349   88%

Operating profit                   $  2,444    9%     2,715   12%


Transportation segment revenues were $26,182,000 in the third quarter
of 2011, an increase of $3,118,000 over the same quarter last year.
Revenue miles in the current quarter were up 5.4% compared to the
third quarter of fiscal 2010 due to business growth and a longer
average haul length.  Fuel surcharge revenue increased $1,905,000.
Excluding fuel surcharges, revenue per mile increased 0.9% over the
same quarter last year.  The average price paid per gallon of diesel
fuel increased by $.96 or 35.4% over the same quarter in fiscal 2010.

The Transportation segment's cost of operations was $23,738,000 in the
third quarter of 2011, an increase of $3,389,000 over the same quarter
last year.  The Transportation segment's cost of operations in the
third quarter of 2011 as a percentage of revenue was 91% compared to
88% in the third quarter of 2010.  Compensation and benefits increased
$474,000 or 5.5% compared to the same quarter last year primarily due
to the increase in miles driven.  Fuel surcharge revenue increased
$1,905,000 while fuel cost increased by $1,791,000 leaving a positive
impact to operating profit of $114,000.  There is a time lag between
changes in fuel prices and surcharges and often fuel costs change more
rapidly than the market indexes used to determine fuel surcharges,
particularly when the price falls. Insurance and losses increased
$405,000 compared to the same quarter last year primarily due to a
smaller reduction to the actuarial projections of risk insurance
claims.  Depreciation expense increased $55,000 due to more trucks in
service.  Other expense increased $567,000 due to higher vehicle
repair costs, increased tire prices, increased miles driven and lower
gains on equipment sales.  Selling general and administrative costs
increased $54,000 or 2.9% compared to the same quarter last year.
Allocated corporate expenses increased $43,000.


Mining Royalty Land Results

                                   Three months ended June 30
(dollars in thousands)             ___2011     %      2010     %_

Mining royalty land revenue        $  1,180  100%     1,247  100%

Property operating expenses             113   10%       155   13%
Depreciation and depletion               30    2%        30    3%
Management Company indirect              38    3%        41    3%
Allocated corporate expense             153   13%       142   11%

Cost of operations                      334   28%       368   30%

Operating profit                   $    846   72%       879   70%


Mining royalty land segment revenues for the third quarter of fiscal
2011 were $1,180,000, a decrease of $67,000 or 5.4% over the same
quarter last year, due to lower tons mined at most locations mostly
offset by a shift of production from land held by other lessors to
land held by the Company.

The mining royalty land segment's cost of operations was $334,000 in
the third quarter of 2011, a decrease of $34,000 over the same quarter
last year due to reduced maintenance and professional fees.


Developed Property Rentals Results

                                   Three months ended June 30
(dollars in thousands)             ___2011     %      2010     %_

Developed property rentals revenue $  4,585  100%     4,047  100%

Property operating expenses           1,392   30%     1,179   29%
Depreciation and amortization         1,300   28%     1,257   32%
Management Company indirect             346    8%       374    9%
Allocated corporate expense             229    5%       212    5%

Cost of operations                    3,267   71%     3,022   75%

Operating profit                   $  1,318   29%     1,025   25%


Developed property rentals segment revenues for the third quarter of
fiscal 2011 were $4,585,000, an increase of $538,000 or 13.3% due to
higher occupancy.

Developed property segment's cost of operations was $3,267,000 in the
third quarter of 2011, an increase of $245,000 or 8.1% over the same
quarter last year.  Property operating expenses increased $213,000 due
to higher occupancy and increased unbillable maintenance costs.
Depreciation and amortization increased $43,000 due to the purchase of
a building.  Management Company indirect expenses (excluding internal
allocations for lease related property management fees) decreased
$28,000.  Allocated corporate expenses increased $17,000.


Consolidated Results

Operating Profit - Consolidated operating profit was $4,441,000 in the
third quarter of fiscal 2011, a decrease of $40,000 or 0.9% compared
to $4,481,000 in the same period last year.  Operating profit in the
transportation segment decreased $271,000 or 10.0% primarily due to a
$353,000 smaller reduction to the actuarial projections of risk
insurance claims and lower gains on equipment sales partially offset
by increased miles. Operating profit in the mining royalty land
segment decreased $33,000 or 3.8% due to lower tons mined at most
locations mostly offset by a shift of production from land held by
other lessors to land held by the Company.  Operating profit in the
Developed property rentals segment increased $293,000 or 28.6% due to
higher occupancy partially offset by increased unbillable maintenance
costs.  Consolidated operating profit includes corporate expenses not
allocated to any segment in the amount of $167,000 in the third
quarter of fiscal 2011, an increase of $29,000 compared to the same
period last year.

Interest expense - Interest expense decreased $177,000 over the same
quarter last year due to declining mortgage interest expense and
higher capitalized interest.

Income taxes - Income tax expense increased $228,000 over the same
quarter last year of which $34,000 was due to higher earnings and the
balance due to smaller amounts of tax credits funded by legislative
action related to fiscal 2008 and 2009 expenditures and a smaller
reduction in uncertain tax positions related to the expiration of
statutes of limitation than the same items in the prior year.

Income from continuing operations - Income from continuing operations
was $2,359,000 or $.25 per diluted share in the third quarter of
fiscal 2011, a decrease of 5.6% compared to $2,500,000 or $.27 per
diluted share for the same period last year.  The $141,000 decrease
was primarily due to the $40,000 decrease in operating profits and
$177,000 reduction in interest expense offset by higher income taxes.

Discontinued operations - The after tax income from discontinued
operations for the third quarter of fiscal 2011 was $20,000 versus
$99,000 for the same period last year.  Diluted earnings per share on
discontinued operations for the third quarter of fiscal 2011 was $.00
compared to $.01 in the third quarter of fiscal 2010.  Results in both
periods were due to lower than expected retained liabilities and
losses from prior year operations.

Net income - Net income for the third quarter of fiscal 2011 was
$2,379,000 compared to $2,599,000 for the same period last year.
Diluted earnings per common share for the third quarter of fiscal 2011
were $.25 compared to $.28 for the same quarter last year.
Transportation segment results were lower due to a $353,000 smaller
reduction to the actuarial projections of risk insurance claims and
lower gains on equipment sales partially offset by increased miles.
The mining royalty land segment's results were lower due to lower tons
mined at most locations mostly offset by a shift of production from
land held by other lessors to land held by the Company.  The Developed
property rentals segment's results were higher due to higher occupancy
partially offset by increased unbillable maintenance costs.


Comparative Results of Operations for the Nine months ended June 30,
2011 and 2010

Consolidated Results - Net income for the first nine months of fiscal
2011 was $10,457,000 compared to $5,377,000 for the same period last
year.  Diluted earnings per common share for the first nine months of
fiscal 2011 were $1.11 compared to $.57 in the first nine months of
fiscal 2010.  Income from discontinued operations favorably impacted
net income due to an after tax gain of $4,926,000 from the exchange of
property included in the first nine months of fiscal 2011.
Transportation segment results were higher due to reduced health
benefit claims.  The mining royalty land segment's results were
slightly lower due to a shift of tons sold in northern Georgia to a
quarry with a lower royalty.  The Developed property rentals segment's
results were higher due to higher occupancy offset by increased
professional fees, maintenance costs, property taxes, and
depreciation.


Transportation Results
                                     Nine months ended June 30
(dollars in thousands)             ___2011     %      2010     %_

Transportation revenue             $ 59,315   82%    57,847   87%
Fuel surcharges                      12,894   18%     8,956   13%

Revenues                             72,209  100%    66,803  100%

Compensation and benefits            25,961   36%    25,189   38%
Fuel expenses                        16,383   23%    12,544   19%
Insurance and losses                  4,685    6%     5,230    8%
Depreciation expense                  4,595    6%     4,491    7%
Other, net                            7,172   10%     6,727   10%
Sales, general & administrative       5,810    8%     5,499    8%
Allocated corporate expenses       ___1,169    2%    _1,040    1%

Cost of operations                   65,775   91%    60,720   91%

Operating profit                   $  6,434    9%     6,083    9%


Transportation segment revenues were $72,209,000 in the first nine
months of 2011, an increase of $5,406,000 over the same period last
year.  Revenue miles in the first nine months of 2011 were up 4.7%
compared to the first nine months of fiscal 2010 due to business
growth and a longer average haul length.  Fuel surcharge revenue
increased $3,938,000.  Excluding fuel surcharges, revenue per mile
decreased 2.1% over the same period last year due to a longer average
haul length.  The average price paid per gallon of diesel fuel
increased by $.70 or 26.7% over the same period in fiscal 2010.

The Transportation segment's cost of operations was $65,775,000 in the
first nine months of 2011, an increase of $5,055,000 over the same
period last year.  The Transportation segment's cost of operations in
the first nine months of 2011 as a percentage of revenue was 91%
consistent with the first nine months of 2010.  Compensation and
benefits increased $772,000 or 3.1% compared to the same period last
year primarily due to the increase in miles driven.  Fuel surcharge
revenue increased $3,938,000 while fuel cost increased by $3,839,000
leaving a positive impact to operating profit of $99,000.  Insurance
and losses decreased $545,000 compared to the same period last year
due to lower health benefit claims. Depreciation expense increased
$104,000 due to more trucks in service. Other expense increased
$445,000 due to higher vehicle repair costs, increased miles driven
and lower gains on equipment sales.  Selling general and
administrative costs increased $311,000 or 5.7% compared to the same
period last year.  Allocated corporate expenses increased $129,000.


Mining Royalty Land Results
                                     Nine months ended June 30
(dollars in thousands)             ___2011     %      2010     %_

Mining royalty land revenue        $  3,193  100%     3,243  100%

Property operating expenses             370   12%       413   13%
Depreciation and depletion               81    2%        78    2%
Management Company indirect             116    4%       124    4%
Allocated corporate expense             458   14%       425   13%

Cost of operations                    1,025   32%     1,040   32%

Operating profit                   $  2,168   68%     2,203   68%


Mining royalty land segment revenues for the first nine months of
fiscal 2011 were $3,193,000, a decrease of $50,000 or 1.5% over the
same period last year, due to a shift in tons sold in northern Georgia
to a quarry with a lower royalty.

The mining royalty land segment's cost of operations was $1,025,000 in
the first nine months of 2011, a decrease of $15,000 over the same
period last year.  Property operating expenses decreased $43,000 due
to lower professional fees.  Depreciation and depletion expenses
increased $3,000 due to an increase in mined tons.  Management Company
indirect expenses (excluding internal allocations for lease related
property management fees) decreased $8,000.  Allocated corporate
expenses increased $33,000.

Developed Property Rentals Results

                                     Nine months ended June 30
(dollars in thousands)             ___2011     %      2010     %_

Developed property rentals revenue $ 13,398  100%    13,322  100%

Property operating expenses           4,264   32%     4,312   32%
Depreciation and amortization         3,917   29%     3,805   29%
Management Company indirect           1,045    8%     1,120    8%
Allocated corporate expense             686    5%       637    5%

Cost of operations                    9,912   74%     9,874   74%

Operating profit                   $  3,486   26%     3,448   26%

Developed property rentals segment revenues for the first nine months
of fiscal 2011 were $13,398,000, an increase of $76,000 or 0.6% due to
higher occupancy partially offset by reduced tenant reimbursements for
snow removal.

Developed property segment's cost of operations was $9,912,000 in the
first nine months of 2011, an increase of $38,000 or 0.4% over the
same period last year.  Property operating expenses decreased $48,000
due to a $505,000 reduction in snow removal costs offset by higher
professional fees, unbillable maintenance costs, property taxes and
utilities.  Depreciation and amortization increased $112,000 due to
the purchase of a building.  Management Company indirect expenses
(excluding internal allocations for lease related property management
fees) decreased $75,000.  Allocated corporate expenses increased
$49,000.


Consolidated Results

Operating Profit - Consolidated operating profit was $10,813,000 in
the first nine months of fiscal 2011, an increase of $223,000 or 2.1%
compared to $10,590,000 in the same period last year.  Operating
profit in the transportation segment increased $351,000 or 5.8%
primarily due to lower health benefit claims. Operating profit in the
mining royalty land segment decreased $35,000. Operating profit in the
Developed property rentals segment increased $38,000 or 1.1% due to
higher occupancy offset by increased professional fees, maintenance
costs, property taxes, and depreciation.  Consolidated operating
profit includes corporate expenses not allocated to any segment in the
amount of $1,275,000 in the first nine months of fiscal 2011, an
increase of $131,000 compared to the same period last year due to
adjustment to the fair value of the corporate aircraft of $300,000
partially offset by lower stock compensation and professional fees.

Interest expense - Interest expense decreased $455,000 over the same
period last year due to declining mortgage interest expense and higher
capitalized interest.

Income taxes - Income tax expense increased $423,000 over the same
period last year of which $229,000 was due to higher earnings and the
balance due to smaller amounts of tax credits funded by legislative
action related to fiscal 2008 and 2009 expenditures and a smaller
reduction in uncertain tax positions related to the expiration of
statutes of limitation than the same items in the prior year.

Income from continuing operations - Income from continuing operations
was $5,332,000 or $.56 per diluted share in the first nine months of
fiscal 2011, an increase of 3.3% compared to $5,160,000 or $.55 per
diluted share for the same period last year.  The $172,000 increase
was primarily due to the $223,000 increase in operating profits and
$455,000 reduction in interest expense offset by higher income taxes.

Discontinued operations - The after tax income from discontinued
operations for the first nine months of fiscal 2011 was $5,125,000
versus $217,000 for the same period last year.  Diluted earnings per
share on discontinued operations for the first nine months of fiscal
2011 was $.55 compared to $.02 in the first nine months of fiscal
2010. The first nine months of 2011 included a book gain on the
exchange of property of $4,926,000 after tax or $.52 per diluted
share.

Net income - Net income for the first nine months of fiscal 2011 was
$10,457,000 compared to $5,377,000 for the same period last year.
Diluted earnings per common share for the first nine months of fiscal
2011 were $1.11 compared to $.57 in the first nine months of fiscal
2010.  Income from discontinued operations favorably impacted net
income due to an after tax gain of $4,926,000 from the exchange of
property included in the first nine months of fiscal 2011.
Transportation segment results were higher due to reduced health
benefit claims. The mining royalty land segment's results were
slightly lower due to a shift of tons sold in northern Georgia to a
quarry with a lower royalty.  The Developed property rentals segment's
results were higher due to higher occupancy offset by increased
professional fees, maintenance costs, property taxes, and
depreciation.


Liquidity and Capital Resources. For the first nine months of fiscal
2011, the Company used cash provided by operating activities of
continuing operations of $18,574,000, proceeds received on notes of
$3,947,000, proceeds from the sale of plant, property and equipment of
$528,000, proceeds from the exercise of employee stock options of
$538,000, excess tax benefits from the exercise of stock options of
$323,000 and cash balances to purchase $4,660,000 in transportation
equipment, to purchase Hollander 95 Business Park for $1,222,000 (net
of 1031 exchange of $4,941,000), to expend $7,143,000 in real estate
development, to invest $114,000 in the Brooksville Joint Venture, to
make $3,412,000 scheduled payments on long-term debt and to repurchase
Company stock for $1,145,000.  Cash used in the operating activities
of discontinued operations was $605,000.  Cash increased $5,609,000.

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.  Proceeds from the sale of equipment of $923,000
and an extra payment of $2,055,000 were partial prepayments to the
note in fiscal 2011.  The Company retained all pre-closing receivables
and liabilities.  SunBelt has been accounted for as discontinued
operations.  All periods presented have been restated accordingly.

In December 2010, a subsidiary of the Company, Florida Rock
Properties, Inc., sold approximately 1,777 acres of land in Caroline
County, Virginia, to the Commonwealth of Virginia, Board of Game and
Inland Fisheries.  The purchase price for the property was $5,200,000
and expenses of the sale were $259,000.  The Company also donated the
$5,402,000 value of minerals and aggregates and recognized a
$2,053,000 permanent tax benefit.  The $2,053,000 permanent tax
benefit was recorded to income taxes receivable for $342,000 and
offset to long-term deferred tax liabilities of $1,711,000.  Actual
realization of the $1,711,000 in deferred taxes will depend on taxable
income, income tax rates, and income tax regulations over the 5 year
carry forward period.  The Company's book value of the property was
$276,000.  The Caroline County property has been accounted for as a
discontinued operation and all periods presented have been restated
accordingly.  The Company used all the proceeds in a 1031 exchange to
purchase Hollander 95 Business Park in a foreclosure sale auction
through a qualified intermediary.  Hollander 95 Business Park, in
Baltimore City, Maryland, closed on October 22, 2010 by a 1031
intermediary for a purchase price totaling $5,750,000.  This property
consists of an existing 82,800 square foot warehouse building (46.9%
occupied) with an additional 42 acres of partially developed land with
a development capacity of 490,000 square feet (a mix of warehouse,
office, hotel and flex buildings).

Cash flows from operating activities for the first nine months of
fiscal 2011 were $6,796,000 higher than the same period last year
primarily due to large income tax payments last year related to the
sale of SunBelt and lower insurance payments.

Cash flows used in investing activities for the first nine months of
fiscal 2011 were $592,000 higher primarily reflecting the purchase of
Hollander 95 Business Park (net of 1031 exchange of $4,941,000) offset
by proceeds on notes receivable related to the sale of SunBelt and
lower purchases of transportation equipment.

Cash flows used in financing activities for the first nine months of
fiscal 2011 were $760,000 higher than the same period last year due to
repurchases of Company stock for $1,145,000 partially offset by
increased stock options exercised.

The Company has a $37,000,000 uncollateralized Revolving Credit
Agreement with three banks, which matures on December 13, 2013.  The
Revolver contains limitations on availability and restrictive
covenants including limitations on paying cash dividends.  Letters of
credit in the amount of $11,262,000 were issued under the Revolver.
As of June 30, 2011, $25,738,000 was available for borrowing and
$50,270,000 of consolidated retained earnings would be available for
payment of dividends.  The Company was in compliance with all
covenants as of June 30, 2011.

The Company had $11,262,000 of irrevocable letters of credit
outstanding as of June 30, 2011.  Most of the letters of credit are
irrevocable for a period of one year and are automatically extended
for additional one-year periods until notice of non-renewal is
received from the issuing bank not less than thirty days before the
expiration date.  These were issued for insurance retentions and to
guarantee certain obligations to state agencies related to real estate
development.  The Company issued replacement letters of credit through
the Revolver to reduce fees.

The Board of Directors has authorized Management to repurchase shares
of the Company's common stock from time to time as opportunities
arise.  During the first nine months of fiscal 2011 the Company
repurchased 42,000 shares for $1,145,000.  As of June 30, 2011,
$4,480,000 was authorized for future repurchases of common stock.  The
Company does not currently pay any cash dividends on common stock.

The Company has committed to make additional capital contributions of
up to $41,000 over the next 12 months to Brooksville Quarry, LLC in
connection with a joint venture with Vulcan.

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


Summary and Outlook.  Transportation segment miles for this year were
4.7% higher than last year.  The Company continues to succeed in
replacing customers from the non-renewed contracts announced January
6, 2010 and has basically recovered from new customers substantially
all the lost revenue miles, albeit at lower rates per mile for longer
average hauls.

Operating profit from the leasing of developed buildings has been
unfavorably impacted by three newer buildings brought into service
since September 2008 along with two nearly vacant buildings in
Delaware impacted by automobile plant closings and the residential
housing downturn.  Occupancy has increased from 72.0% to 82.2%
(including 104,226 square feet or 3.6% for temporary storage under a
less than full market lease rate) over last fiscal year end as the
market for new tenants appears to have improved and traffic for vacant
space has increased.  The Company is not presently engaged in the
construction of any new buildings.

In July 2008, a subsidiary of the Company, FRP Bird River, LLC,
entered into an agreement to sell approximately 121 acres of land in
Baltimore County, Maryland to Mackenzie Investment Group, LLC.  The
purchase price for the property is $25,075,000, subject to certain
potential purchase price adjustments.  The agreement of sale is
subject to certain contingencies including additional government
approvals and closing is scheduled to occur in the first quarter of
calendar 2012.  The cost of the property of $5,808,000 was transferred
from Real estate held for investment to Real estate held for sale as
of March 31, 2011 because of the expectation that the sale will be
completed within one year.  The Company may choose to have any
proceeds from the sale placed into escrow in anticipation of utilizing
the funds to purchase replacement property under IRC Section 1031.
The purchaser has placed non-refundable deposits of $1,000,000 under
this contract in escrow including $650,000 in March 2009.  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 has expired.

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 "Project"). In April 2011, the Florida
Department of Community Affairs issued its Final Order approving the
development of the Project.  Prior to commencing development of the
Project the property will need to be rezoned consistent with the
approved entitlements.

In May 2008, the Company received 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.  This site is located adjacent
to the recently opened Washington Nationals Baseball Park.  The site
currently is leased to Vulcan Materials Company on a month-to-month
basis.  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.

In July 2011 the Company executed a Letter of Intent with MidAtlantic
Realty Partners, LLC. ("MRP") for the formation of a Joint Venture to
develop the first phase of the four-phase Master Development known as
RiverFront on the Anacostia in Washington, D.C. adjacent to the
Washington Nationals baseball stadium.  Under the terms of the Letter
of Intent the parties have agreed to seek a modification from the
District of Columbia authorities to the existing approved plan for the
Master Development to change phase I from an office building to
residential apartments.  The Letter of Intent contemplates the parties
will enter into a formal joint venture agreement wherein the Company
will contribute the land comprising phase I to the joint venture in
return for a seventy percent (70%) interest in the venture.  MRP will
contribute capital in the amount necessary for the venture to qualify
for a nonrecourse loan for the balance of the estimated construction
costs (this MRP contribution is currently estimated to be in the
approximate amount of $4,500,000).  At this point the Letter of Intent
contemplates commencement of construction in the spring of 2013 with
lease up scheduled between September of 2014 and July of 2015.  The
Letter of Intent further contemplates additional incentive promotional
returns to MRP but only after FRP and MRP have received a stipulated
cumulative return on their contributed capital.  The Letter of Intent
contemplates no commitments or obligations between the parties with
respect to Phases II, III and IV of the Master Development Plan.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

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


ITEM 4.  CONTROLS AND PROCEDURES

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

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

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

As of June 30, 2011, the Company, under the supervision and with the
participation of the Company's management, including the CEO, CFO and
CAO, carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures.  Based
on this evaluation, the Company's CEO, CFO and CAO concluded that the
Company's disclosure controls and procedures are effective in alerting
them in a timely manner to material information required to be
included in periodic SEC filings.

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



PART II.  OTHER INFORMATION

Item 1A.	 RISK FACTORS

In addition to the other information set forth in this report, you
should carefully consider the factors discussed in Part I, "Item 1A.
Risk Factors" in our Annual Report on Form 10-K for the year ended
September 30, 2010, which could materially affect our business,
financial condition or future results.  The risks described in our
Annual Report on Form 10-K are not the only risks facing our
Company.  Additional risks and uncertainties not currently known to
us or that we currently deem to be immaterial also may materially
adversely affect our business, financial condition and/or operating
results.

Item 2. PURCHASES OF EQUITY SECURITIES BY THE ISSUER
                                      (c)
                                      Total
                                      Number of
                                      Shares       (d)
                                      Purchased    Approximate
             (a)                      As Part of   Dollar Value of
             Total       (b)          Publicly     Shares that May
             Number of   Average      Announced    Yet Be Purchased
             Shares      Price Paid   Plans or     Under the Plans
Period       Purchased   per Share    Programs     or Programs (1)
April 1
through
April 30             0    $       0            0      $ 4,480,000

May 1
through
May 31               0    $       0            0      $ 4,480,000

June 1
through
June 30              0    $       0            0      $ 4,480,000

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.  EXHIBITS

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



                           SIGNATURES

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

August 3, 2011             PATRIOT TRANSPORTATION HOLDING, INC.


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


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


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





      PATRIOT TRANSPORTATION HOLDING, INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2011
EXHIBIT INDEX



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

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

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

EX-31

CERTIFICATIONS                                             Exhibit 31(a)

I, Thompson S. Baker II, certify that:

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

Date: August 3, 2011                          /s/Thompson S. Baker II
                                              President and Chief Executive
                                                Officer

EX-31

CERTIFICATIONS                                           Exhibit 31(b)

I, John D. Milton, certify that:

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

Date: August 3, 2011                    /s/John D. Milton, Jr.
                                        Executive Vice President, Treasurer,
                                        Secretary and Chief Financial Officer

EX-31

CERTIFICATIONS                                                  Exhibit 31(c)

I, John D. Klopfenstein, certify that:

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

Date: August 3, 2011                          /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.

August 3, 2011                             PATRIOT TRANSPORTATION HOLDING, INC.



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


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


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


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

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