SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549

                     -----------------------

                            FORM 8-K

                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

Date  of Report (Date of earliest event reported):  December  14,
2004


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

        FLORIDA               0-17554            59-2924957
- ------------------------ -----------------  --------------------
    (State or other         (Commission       (I.R.S. Employer
      jurisdiction         File Number)      Identification No.)
   of incorporation)

1801 Art Museum Drive                               32207
Jacksonville, Florida
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(Address of principal executive offices)          (Zip Code)


Registrant's telephone number, including area code: (904) 396-5733
- -----------------------------------------------------------------
  (Former Name or Former Address, if Changed Since Last Report)


Check  the  appropriate  box below if  the  Form  8-K  filing  is
intended to simultaneously satisfy the filing obligation  of  the
registrant  under  any of the following provisions  (see  General
Instruction A.2. below):

[   ]  Written  communications pursuant to  Rule  425  under  the
Securities Act (17 CRF 230.425)

[   ]  Soliciting  material pursuant to  Rule  14a-12  under  the
Exchange Act (17 CFR 240.14a-12)




[   ]  Pre-commencement communications pursuant to Rule  14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

[   ]   Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))



                   CURRENT REPORT ON FORM 8-K

              PATRIOT TRANSPORTATION HOLDING, INC.

                        December 14, 2004



ITEM 7.01.  REGULATION FD DISCLOSURE.

   Patriot   Transportation  Holding,   Inc.   (the   "Company"),
maintains  a  Profit  Sharing  and Deferred  Earnings  Plan  (the
"Plan")  for its employees.  Participants in the Plan may  direct
their  account balances to be invested in a number  of  different
investment options, including common stock of the Company that is
purchased  by the Plan in the open market.  The Company  recently
learned  that  the  acquisition by the  Plan's  trustee  for  the
benefit  and at the direction of Plan participants of  shares  of
Company common stock, as well as the interests of participants in
the  Plan,  may  not  have  been registered  in  compliance  with
applicable securities laws.  In addition, the Plan has not  filed
annual  reports on Form 11-K.  The Plan intends to file its  Form
11-K  for  the fiscal year ended December 31, 2003  in  the  near
future.  The  Company intends to file a Form S-8 to register  the
acquisition of shares of its common stock by Plan participants in
the near future.

     The Company has determined that approximately 1560 shares of
common stock of the Company were transferred to Plan participants
in  the last twelve (12) months.   The Company may be subject  to
claims  for  rescission of acquisitions of shares of  its  common
stock under applicable securities laws during the one year period
following  the date of acquisition of the shares, the statute  of
limitations period that the Company believes may apply to  claims
for rescission under applicable federal laws.

   The  Company may also face penalties in connection with  these
matters  and  could  be  subject to  claims  for  rescission  for
acquisitions prior to the one-year statute of limitations period.




                           SIGNATURES

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


                              PATRIOT TRANSPORTATION HOLDING, INC.


Date:  December 14, 2004      By:  /s/ Ray M. Van Landingham
                              -----------------------------------
                              Ray M. Van Landingham
                              Vice President, Finance and
                              Administration and Chief Financial
                              Officer