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  7,
2005

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



        FLORIDA               0-17554            59-2924957
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    (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

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  (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 7, 2005


ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On  December  7,  2005, the Board of  Directors,  upon  the
recommendation of the Compensation Committee, approved  the  2006
Stock Incentive Plan, an omnibus stock plan that will permit  the
grant  of  stock  options, stock appreciation rights,  restricted
stock awards, restricted stock units and stock awards.  A maximum
of  300,000  shares will be available for grants  of  all  equity
awards  under the 2006 Stock Incentive Plan.  If approved by  the
shareholders,  the  2006 Stock Incentive Plan  will  replace  the
Company's 2000 Stock Option Plan.

      The adoption of the 2006 Stock Incentive Plan is subject to
approval of the Company's shareholders.  The Company will  submit
the plan for approval at the annual meeting of shareholders to be
held on February 1, 2006.

      As previously reported, subject to shareholder approval  of
the   2006  Stock  Incentive  Plan,  the  Company  modified   its
compensation arrangements with non-employee directors  to,  among
other  matters,  eliminate  future grants  of  stock  options  to
directors  and to make an annual award to non-employee  directors
of 500 shares of the Company's common stock.

      In  addition, subject to shareholder approval of  the  2006
Stock  Incentive Plan, the Compensation Committee  approved,  and
the Board of Directors ratified, the grant of up to 16,600 shares
of restricted stock to officers and key employees of the Company.
If  the  plan is approved, these shares of restricted stock  will
vest  in  installments  over  a five year  period  commencing  on
January 1, 2006.  The grants include the following grants to  the
Chief  Executive  Officer and four other most highly  compensated
executive officers:

    Name  and  Position      Number of Shares of Restricted Stock
    -------------------      ------------------------------------

    John E. Anderson                         800
    President and CEO


    David H. deVilliers, Jr.                 600
    Vice President; President,
    FRP Development Corp.

    Terry S. Phipps                          600
    President, SunBelt Transport, Inc.

    Robert E. Sandlin                        600
    President, Florida Rock & Tank
    Lines, Inc.

    Ray M. Van Landingham                    600
    Vice President, Treasurer, Secretary
    and Chief Financial Officer


                           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 13, 2005      By:  /s/ Ray M. Van Landingham
                             -----------------------------------
                              Ray M. Van Landingham
                              Vice President, Finance and
                              Administration and Chief Financial
                              Officer