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):  February  1, 2006

              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.

                        February 1, 2006


ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On  February  1,  2006,  the shareholders  of  the  Company
approved  the  2006 Stock Incentive Plan, an omnibus  stock  plan
that  permits  the  grant  of stock options,  stock  appreciation
rights, restricted stock awards, restricted stock units and stock
awards.  The 2006 Stock Incentive Plan was previously approved by
the Board of Directors on December 7, 2005.  A maximum of 300,000
shares  are available for grants of all equity awards  under  the
2006  Stock  Incentive  Plan.   The  2006  Stock  Incentive  Plan
replaces the Company's 2000 Stock Option Plan.

       As   previously   reported,  the  Company   modified   its
compensation  arrangements  with its non-employee  directors  to,
among  other  matters,  replace director stock  options  with  an
annual  award of 500 shares of the Company's common  stock.   The
stock grants to non-employee directors for fiscal year 2006  were
made on February 1, 2006.

     Effective February 1, 2006, the Company also implemented the
previously approved grant of 15,320 shares of restricted stock to
officers  and  key  employees of the Company.   These  shares  of
restricted stock are subject to forfeiture restrictions (tied  to
continued  employment)  that lapse 25% per  year  over  four  (4)
years,  with restrictions on the first 25% lapsing on January  1,
2007.   The grants include grants to named executive officers  as
described in the Current Report on Form 8-K filed on December 13,
2005.





                           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: February 7, 2006       By:  /s/ Ray M. Van Landingham
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                              Ray M. Van Landingham
                              Vice   President,   Finance   and
                              Administration
                              and Chief Financial Officer