SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BAKER JOHN D II (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PATRIOT TRANSPORTATION HOLDING INC [ PATR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/07/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Buy	26.4	05/07/2003		A		1,000		05/07/2003	05/07/2013	Common Stock	1,000	$0	1,000(1)(2)(3)	D

Explanation of Responses:

1. Amount of Securities Beneficially Owned Following Reported Transactions: (1) Baker Holdings, L.P., formerly known as Baker Investments, Ltd., directly owns 1,061,521 shares. The reporting person shares voting and dispositive power over all the shares held by Baker Holdings, L.P. and has a pecuniary interest in 353,840 shares. The reporting person disclaims beneficial interest in the shares held by Baker Holdings, L.P., except to the extent of his pecuniary interest therein. (2) 107,402 shares indirectly held by John D. Baker II Living Trust for which the reporting person serves as trustee. (3) 1,549 shares indirectly held as beneficiary of the issuer's Employee Benefit Plan (401(k) Profit Sharing Plan), including TRAESOP plan balances which were combined with 401(k) plan amounts beginning October 2, 2002.

2. Continuation of Amount of Securities Beneficially Owned Following Reported Transactions: (4) 21,238 shares indirectly held by Edward L. Baker, II Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, Edward L. Baker, II. The reporting person disclaims beneficial interest in these shares. (5) 27,880 shares indirectly held by John D. Baker, III Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, John D. Baker, III. The reporting person disclaims beneficial interest in these shares. (6) 10,000 shares indirectly held by John D. Baker, II Irrevocable Trust #1. The trust is administered by an independent trustee and is for the benefit of the reporting person's spouse and children. The reporting person disclaims any beneficial interest in these shares.

3. Continuation of Amount of Securities Beneficially Owned Following Reported Transactions: (7) 6,642 shares indirectly held by John D. Baker II, Irrevocable Trust #2. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, Edward L. Baker, II. The reporting person disclaims beneficial interest in these shares. (8) 27,879 shares indirectly held by Susan Anne Baker Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's daughter, Susan Anne Baker. The reporting person disclaims beneficial interest in these shares. (8) 1,963 shares indirectly held by Wife's living trust.

	/s/Daniel B. Nunn, Jr., Attorney-in-Fact for John D. Baker II	05/08/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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