_________________________
501 Riverside Avenue
Suite 500
Jacksonville, Florida 32202
Phone (904) 396-5733




                                                       December 14, 2011


Dear Shareholder:

	I invite you to attend our Annual Meeting of Shareholders, which
will be held on Wednesday, February 1, 2012, at 10:00 a.m. in the
Riverfront Conference Room at the St. Joe Building, 245 Riverside Avenue,
Jacksonville, Florida.

      Details regarding the business to be conducted at the meeting are
described in the accompanying Notice of Annual Meeting of Shareholders
and Proxy Statement. At the meeting, I will report on the Company's
operations and plans.  We also will leave time for your questions.

	We hope that you are able to attend the meeting. Whether or not
you plan to attend, it is important that your shares be represented and
voted at the meeting. Therefore, I urge you to promptly vote and submit
your proxy by signing, dating and returning the enclosed proxy card in
the enclosed envelope.  If you are a shareholder of record and you decide
to attend the Annual Meeting, you will be able to vote in person, even if
you previously have submitted your proxy.

	Thank you for your ongoing support of Patriot Transportation
Holding, Inc.

                                    Sincerely,





                                    Thompson S. Baker II
                                    President and Chief Executive Officer





                2012 ANNUAL MEETING OF SHAREHOLDERS

           NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

                        TABLE OF CONTENTS

Notice of Annual Meeting of Shareholders                              ii

Proxy Statement	                                                       1

Corporate Governance	                                               4

Board Leadership Structure and Committee Membership	               5

Nominating Process	                                               8

Proposal No. 1 - Election of Directors	                               9

Proposal No. 2 - Ratification of Independent Registered Public
    Accounting Firm	                                              11

Proposal No. 3 - Advisory Vote on Executive Compensation	      11

Shareholder Return Performance	                                      11

Compensation Discussion and Analysis	                              12

Compensation Committee Report	                                      20

Executive Compensation	                                              20

Non-Employee Director Compensation	                              25

Related Party Transactions	                                      28

Common Stock Ownership of Certain Beneficial Owners	              29

Common Stock Ownership by Directors and Executive Officers	      29

Audit Committee Report	                                              31

Independent Registered Public Accounting Firm	                      32

Additional Information	                                              32





                                PROXY STATEMENT

       The Board of Directors (the "Board") of Patriot Transportation Holding,
Inc. ("Patriot", "we", "us", "our" or the "Company") is soliciting proxies for
the Annual Meeting of Shareholders.  You are receiving a proxy statement
because you own shares of Patriot common stock that entitle you to vote at
the meeting.  By use of a proxy, you can vote whether or not you attend
the meeting.  The proxy statement describes the matters we would like you to
vote on and provides information on those matters so you can make an
informed decision.

       The information included in this proxy statement relates to proposals to
be voted on at the meeting, voting process, compensation of directors and our
most highly paid officers, and other required information.

Purpose of the Annual Meeting

	The purpose of the Annual Meeting is to elect as directors the three
nominees named in this proxy statement, to ratify the Audit Committee's
selection of the independent registered public accounting firm, to hold
an advisory vote on executive compensation and to conduct such other
business as may properly come before the Annual Meeting.

Annual Meeting Admission

	You are invited to attend the meeting in person. The meeting will
be held at 10:00 a.m. on Wednesday, February 1, 2012 in the Riverfront
Conference Room at the St. Joe Building, 245 Riverside Avenue,
Jacksonville, Florida.

	We reserve the right to require proof of ownership of Patriot
stock, as well as a form of personal photo identification, in order for
you to be admitted to the meeting. If your shares are held in the name of
a bank, broker or other holder of record, you must bring a brokerage
statement or other proof of ownership with you to the meeting.  No
cameras, recording equipment, electronic devices, large
bags, briefcases, or packages will be permitted in the meeting.

	We reserve the right to adopt other rules and to implement
additional security measures for the meeting.

Quorum

	A quorum is the minimum number of shares required to hold a
meeting.  A majority of the outstanding shares of our common stock
must be represented in person or by proxy at the meeting to establish
a quorum.  Both abstentions and broker non-votes are counted as present
for determining the presence of a quorum. Broker non-votes, however,
are not counted as shares present and entitled to be voted with respect
to the matter on which the broker has not voted.  Thus, broker non-votes
will not affect the outcome of any of the matters to be voted on at the
Annual Meeting. Generally, broker non-votes occur when shares held by a
broker for a beneficial owner are not voted with respect to a particular
proposal because (1) the broker has not received voting instructions
from the beneficial owner and (2) the broker lacks discretionary
voting power to vote such shares.

Shareholders Entitled to Vote

	Each share of our common stock outstanding as of the close of
business on December 12, 2011, the record date, is entitled to one vote
at the Annual Meeting on each matter properly brought before the meeting.
As of that date, there were 9,286,610 shares of common stock issued
and outstanding.

	Many Patriot shareholders hold their shares through a
stockbroker, bank, trustee, or other nominee rather than directly in
their own name. As summarized below, there are some distinctions between
shares held of record and those owned
beneficially:

     * SHAREHOLDER OF RECORD - If your shares are registered directly
       in your name with Patriot's Transfer Agent, American Stock
       Transfer & Trust Company, you are considered the shareholder of
       record of those shares and these proxy materials are being sent
       directly to you by Patriot.  As the shareholder of record, you
       have the right to grant your voting proxy directly to Patriot or
       to vote in person at the meeting.




     * BENEFICIAL OWNER - If your shares are held in a stock brokerage
       account, by a bank, trustee, or other nominee, you are considered
       the beneficial owner of shares held in street name and these
       proxy materials are being forwarded to you by your broker, trustee,
       or nominee who is considered the shareholder of record of those
       shares.  As the beneficial owner, you have the right to direct your
       broker, trustee or nominee on how to vote and are also invited
       to attend the meeting.  However, since you are not the shareholder
       of record, you may not vote these shares in person at the meeting.
       Your broker, trustee, or nominee is obligated to provide you with
       a voting instruction card for you to use.

     * PROFIT SHARING PLAN AND TRUST - If your shares are held in your
       account in the Patriot Transportation Holding, Inc. Profit Sharing
       and Deferred Earnings Plan (the "Profit Sharing Plan"), you are
       considered the beneficial owner of these shares and the trustee of
       the plan is the shareholder of record.  Participants in the Profit
       Sharing Plan may direct the trustee how to vote the shares allocated
       to their account by following the voting instructions contained on
       the proxy card.  If voting instructions are not received for
       shares in the Profit Sharing Plan, those shares will be voted in
       the same proportion as the shares in such plan for which voting
       instructions are received.

Proposals You Are Asked to Vote On and the Board's Voting Recommendations

	At the Annual Meeting, the shareholders will vote on whether to
elect the three director nominees named in this proxy statement to serve
as directors for a four year term.  Our Board recommends that you vote
"FOR" each nominee of the Board.

	The shareholders also will vote on the proposal to ratify the
Audit Committee's selection of the Independent Registered Public
Accounting Firm.  Our Board recommends that you vote "FOR" ratification.

	The shareholders also will make a non-binding advisory vote on
whether to approve the compensation of the named executive officers as
described in this proxy statement.  Our Board recommends that you vote
"FOR" approval of the proposed executive compensation.

	Other than the proposals described in this proxy statement, the
Board is not aware of any other matters to be presented for a vote at the
Annual Meeting.  If you grant a proxy, any of the persons named as proxy
holders will have the discretion to vote your shares on any additional
matters properly presented for a vote at the meeting. If any of our
nominees are unavailable as a candidate for director, the persons named
as proxy holders will vote your proxy for another candidate or
candidates as may be nominated by the Board of Directors.

Required Vote

	The nominees for election as directors at the Annual Meeting will be
elected by a plurality of the votes cast at the meeting. This means that the
director nominee with the most votes for a particular slot is elected for that
slot.  Votes withheld from one or more director nominees will have no effect
on the election of any director from whom votes are withheld.

	All other proposals will be approved if the number of votes cast in
favor of the proposal exceeds the number of votes cast against the proposal.

	If you are a beneficial owner and do not provide the shareholder of
record with voting instructions, your shares may constitute "broker
non-votes."  A "broker non-vote" occurs when a bank, broker or other holder
of record holding shares for a beneficial owner does not vote on a particular
proposal because that holder does not have discretionary voting power under
New York Stock Exchange ("NYSE") rules and has not received instructions from
the beneficial owner.  If you are a beneficial owner, your bank, broker or
other holder of record is permitted under NYSE rules to vote your shares on
the ratification of our independent registered public accounting firm even
if the record holder does not receive voting instructions from you.  The
record holder may not vote on the election of directors or on the advisory
proposal regarding executive compensation without voting instructions from
you, however.  Without your voting instructions on these matters, a broker
non-vote will occur.  In tabulating the voting result for any particular
proposal, shares that constitute broker non-votes will not be included in
vote totals and will have no effect on the outcome of any vote.




Voting Methods

	If you hold shares directly as the shareholder of record, you may
vote by granting a proxy or, if you hold shares beneficially in street name,
by submitting voting instructions to your broker or nominee.  If you own shares
beneficially as a participant in the Profit Sharing Plan, you may vote by
submitting voting instructions to the trustee.  Please refer to the summary
instructions included on your proxy card or, for shares held in street name,
the voting instructions card included by your broker or nominee.

Changing Your Vote

	You may change your proxy instructions at any time prior to the
vote at the Annual Meeting. For shares held directly in your name, you may
accomplish this by granting a new proxy or by voting in person at the Annual
Meeting. For shares held beneficially by you, you may change your vote by
submitting new voting instructions to your broker or nominee.

Counting the Vote

	In the election of directors, you may vote "FOR" all of the nominees
or your vote may be "WITHHELD" from one or more of the nominees.  For the
other proposals, you may vote "FOR," "AGAINST," or "ABSTAIN."   If you are
a shareholder of record and you sign your proxy card with no further
instructions, your shares will be voted in accordance with the recommendations
of the Board.  Shares held in your account in the Profit Sharing Plan will be
voted by the trustee as described in Shareholders Entitled to Vote on page 2.

Results of the Vote

	We will announce preliminary voting results at the meeting and
publish final results in a Current Report on Form 8-K within four (4) business
days following the meeting.

Delivery of Proxy Materials

	This Notice of Annual Meeting and Proxy Statement and the 2011 Annual
Report are available on our website at www.patriottrans.com under Investor
Relations. Instead of receiving future copies of our Proxy Statement and
accompanying materials by mail, beneficial owners may be able to receive
copies of these documents electronically.  Please check the information
provided in the proxy materials sent to you by your bank or other holder of
record regarding the availability of this service.

Householding

	Securities and Exchange Commission rules now allow us to deliver a
single copy of an annual report and proxy statement to any household at
which two or more shareholders reside, if we believe the shareholders are
members of the same family.  This rule benefits both you and the Company.
We believe it eliminates irritating duplicate mailings that shareholders
living at the same address receive and it reduces our printing and mailing
costs.  This rule applies to any annual reports, proxy statements, proxy
statements combined with a prospectus, or information statements.  Each
shareholder will continue to receive a separate proxy card or voting
instruction card.

	Your household may have received a single set of proxy materials
this year.  If you prefer to receive your own copy now or in future years,
please request a duplicate set by contacting John D. Milton, Jr. at (904)
396-5733 or by mail at 501 Riverside Avenue, Suite 500, Jacksonville,
Florida 32202.

	If a broker or other nominee holds your shares, you may continue
to receive some duplicate mailings. Certain brokers will eliminate
duplicate account mailings by allowing shareholders to consent to such
elimination, or through implied consent if a shareholder does not
request continuation of duplicate mailings.  Since not all brokers and
nominees may offer shareholders the opportunity this year to eliminate
duplicate mailings, you may need to contact your broker or nominee directly
to discontinue duplicate mailings from your broker to your household.




List of Shareholders

	The names of shareholders of record entitled to vote at the Annual
Meeting will be available at the Annual Meeting and for ten days prior to
the meeting for any purpose germane to the meeting, between the hours of
9:00 a.m. and 4:30 p.m., at our principal executive offices at 501 Riverside
Avenue, Suite 500, Jacksonville, Florida, by contacting the Secretary of the
 Company.

Cost of Proxy Solicitation

	Patriot will pay for the cost of preparing, assembling, printing,
mailing, and distributing these proxy materials.  In addition to mailing
these proxy materials, the solicitation of proxies or votes may be made in
person, by telephone, or by electronic communication by our directors,
officers, and employees, who do not receive any additional compensation for
these solicitation activities.  We will reimburse brokerage houses and other
custodians, nominees, and fiduciaries for their reasonable out-of-pocket
expenses for forwarding proxy and solicitation materials to beneficial owners
of stock.

Transfer Agent

	Our Transfer Agent is American Stock Transfer & Trust Company.  All
communications concerning shareholders of record accounts, including address
changes, name changes, common stock transfer requirements, and similar matters
can be handled by contacting American Stock Transfer & Trust Company at
1-800-937-5449, or in writing at American Stock Transfer & Trust Company,
59 Maiden Lane, Plaza Level, New York, NY  10038.

                         CORPORATE GOVERNANCE

Director Independence

       The Board of Directors is committed to good business practices,
transparency in financial reporting and the highest level of corporate
governance.

	The Board has determined that a majority of the Board of Directors
are independent of management in accordance with the listing standards of The
Nasdaq Stock Market.  All of the members of the Audit Committee, the
Compensation Committee and the Nominating and Corporate Governance Committee
are independent directors.  In accordance with Nasdaq listing standards, the
Board must determine that a director has no relationship that, in the judgment
of the Board, would interfere with the exercise of independent judgment by the
director in carrying out his or her responsibilities.  The listing standards
specify the criteria by which the independence of our directors will be
determined.  The listing standards also prohibit Audit Committee members from
any direct or indirect financial relationship with the Company, and restrict
commercial relationships of all directors with the Company.  Directors may
not be given personal loans or extensions of credit by the Company, and all
directors are required to deal at arm's length with the Company and its
subsidiaries and to disclose any circumstances that might be perceived as
a conflict of interest.

	The Board of Directors has determined that Messrs. Anderson,
Commander, Fichthorn, Paul, Shad, Stein and Winston are independent under
these standards.  Mr. Anderson became an independent director on February
6, 2011.

Meetings of Independent Directors

	Independent directors regularly meet in executive sessions without
management and may select a director to facilitate the meeting.  During
fiscal 2011, the independent directors met in executive session eight times,
and Mr. Commander presided over executive sessions of the independent
directors.

Communication with Directors

	The Board of Directors has adopted the following process for
shareholders to send communications to members of the Board. Shareholders
may communicate with the chairs of the Audit, Compensation, and Nominating
and Corporate Governance Committees of the Board, or with our independent
directors, by sending a letter to the following address: Board of Directors,
Patriot Transportation Holding, Inc., c/o Corporate Secretary, 501 Riverside
Avenue, Suite 500, Jacksonville, Florida 32202.



Director Attendance at Annual Meeting of Shareholders

	The Company's policy is that our directors are expected to attend
the Annual Meeting of Shareholders unless extenuating circumstances prevent
them from attending.  All directors attended last year's Annual Meeting of
Shareholders.

Business Conduct Policies

	We believe that operating with honesty and integrity has earned us
trust from our customers, credibility within our communities, and dedication
from our employees.  Our senior executive and financial officers are bound by
our Financial Code of Ethical Conduct. In addition, our directors, officers
and employees are required to abide by our Code of Business Conduct and Ethics
to ensure that our business is conducted in a consistently legal and ethical
manner.  These policies cover many topics, including conflicts of interest,
protection of confidential information, fair dealing, protection of the
Company's assets and compliance with laws, rules and regulations.

	Employees are required to report any conduct that they believe in good
faith to be an actual or apparent violation of these policies. The Audit
Committee has adopted procedures to receive, retain, and treat complaints
received regarding accounting, internal accounting controls, or auditing
matters, and to allow for the confidential and anonymous submission by
employees of concerns regarding questionable accounting or auditing matters.

	The Financial Code of Ethical Conduct (as revised on January 28, 2004)
and the Code of Business Conduct and Ethics (as revised on May 7, 2008) are
available on our Web site at www.patriottrans.com under Corporate Governance.

Risk Oversight

	The Board of Directors exercises direct oversight of strategic risk
to the Company.  Management annually (or periodically in the event greater
frequency is required due to unforeseen circumstances) prepares an enterprise
risk assessment and mitigation strategy that it reviews with the Audit
Committee.  The Audit Committee reports to the Board of Directors, which in
turn, provides guidance on risk appetite, assessment and mitigation.

         BOARD LEADERSHIP STRUCTURE AND COMMITTEE MEMBERSHIP

Board Leadership

	John D. Baker II serves as Executive Chairman of the Company's Board of
Directors.  Mr. Baker served as President and Chief Executive Officer of the
Company from February 6, 2008 until September 30, 2010.  He served as
President and Chief Executive Officer of Florida Rock Industries, Inc. from
February 1996 to November 16, 2007.  He has served as a director of the
Company since 1986.

	While the roles of Executive Chairman and Chief Executive Officer are
held separately, the Board of Directors does not have a policy as to whether
the Executive Chairman is an affiliated director or a member of Company
management.  When the Executive Chairman is an affiliated director or a member
of Company management, or when the independent directors determine that it is
in the best interests of the Company, the independent directors will annually
appoint a lead independent director.

	Charles E. Commander, III currently serves as lead independent director.
The lead independent director presides over executive sessions of the
independent directors and performs other duties as may be assigned from time
to time by the Board of Directors.

	Our Board of Directors believes its current leadership structure is
appropriate because it effectively allocates authority, responsibility and
oversight between management and the independent members of our Board of
Directors.  It does this by giving primary responsibility for the operational
leadership and strategic direction of the Company to our Chief Executive
Officer, while enabling the lead independent director to facilitate our Board
of Directors' independent oversight of management.  The Board of Directors
believes its programs for overseeing risk, as described under the "Risk
Oversight" section above, would be effective under a variety of leadership
frameworks and therefore do not materially affect its choice of structure.





Board Committees

	The Board is divided into four classes serving staggered four-year
terms.  The Board has ten directors and the following four committees: the
Audit Committee, the Compensation Committee, the Nominating and Corporate
Governance Committee, and the Executive Committee.  The membership during
fiscal 2011 and the function of each Committee are described below.

	During fiscal 2011, the Board of Directors held six meetings.  The
Audit Committee held four meetings, the Compensation Committee held three
meetings, and the Nominating and Corporate Governance Committee held two
meetings during fiscal 2011.  During fiscal 2011, the Executive Committee
did not hold any formal meetings but voted on various matters by unanimous
written consent.  The independent directors met in executive sessions
following Board meetings. All of our directors attended at least 75% of the
meetings of the Board and all committees on which the director served.

       The following chart shows the composition of the committees of the
Board of Directors. Except for the Executive Committee, each of the
committees of the Board is composed exclusively of independent directors.


                                             Nominating/Corporate
   Director              Audit  Compensation
     Governance      Executive
   --------              -----  ------------     ----------      ---------








Edward L. Baker



                                                     X*

John D. Baker II



X

Charles E. Commander III
X

X


Thompson S. Baker II



X

Robert H. Paul III
X
        X*
               X


H. W. Shad III
             X*




Martin E. Stein, Jr.

X
                X*


James H. Winston

X




	X - Committee Member			* - Committee Chair

Audit Committee

	The Audit Committee assists the Board in its oversight of the
Company's accounting and financial reporting processes and the audit of the
Company's financial statements, the integrity of the Company's financial
statements, compliance with legal and regulatory requirements, and the
qualifications, independence, and performance of the Company's independent
auditor. In addition to other responsibilities, the Audit Committee also:

     * Reviews the annual audited and the quarterly consolidated financial
       statements;

     * Discusses with the independent auditor all critical accounting
       policies to be used in the consolidated financial statements, all
       alternative treatments of financial information that have been
       discussed with management, other material communications between
       the independent auditor and management, and the independent auditor's
       observations regarding the Company's internal controls;

     * Reviews earnings press releases prior to issuance;

     * Appoints, oversees, and approves compensation of the independent
       auditor;

     * Approves all audit and permitted non-audit services provided by the
       independent auditor;

     * Reviews findings and recommendations of the independent auditor and
       management's response to the recommendations of the independent auditor;

     * Recommends whether the audited financial statements should be included
       in the Company's Annual Report on Form 10-K; and

PAGE>


     * Reviews and approves all transactions between the Company and any
       related person that are required to be disclosed under the rules of the
       Securities Exchange Commission that have not previously been approved by
       the Company's independent directors.

       The Board of Directors has determined that all Audit Committee members
are independent and are able to read and understand financial statements.  The
Board of Directors has also determined that the Chair of the Committee, H.W.
Shad III, qualifies as an "audit committee financial expert" within the meaning
of SEC regulations.  The charter of the Audit Committee (as revised on December
6, 2006) is available on our website at www.patriottrans.com under Corporate
Governance.

Compensation Committee

       Committee Functions.  The primary functions of the Compensation
Committee are to (1) discharge the responsibilities of the Board of Directors
relating to the compensation of the Company's executive officers, and (2)
prepare an annual report on executive compensation to be included in the
Company's proxy statement.  In addition, the Compensation Committee:

    * Reviews and approves the Company's goals and objectives relevant to the
      compensation of the Chief Executive Officer and evaluates his job
      performance in light of those goals and objectives;

    * Establishes compensation levels, including incentive and bonus
      compensation, for the Chief Executive Officer;

    * Establishes and determines, in consultation with the Chief
      Executive Officer, the compensation levels of other senior
      executive officers;

    * Reviews, periodically, with the Chairman and the Chief Executive
      Officer the succession plans for senior executive officers and makes
      recommendations to the Board regarding the selection of individuals to
      occupy these positions; and

    * Administers the Company's stock plans.

	The charter of the Compensation Committee (as revised on December 1, 2010)
is available at www.patriottrans.com under Corporate Governance.

Nominating and Corporate Governance Committee.

       Under its Charter, the principal functions of the Nominating
and Corporate Governance Committee are to (1) identify individuals who are
qualified to serve on the Company's Board of Directors, (2) recommend for
selection by the Board of Directors the director nominees for the next annual
meeting of the shareholders, (3) review and recommend to the Board changes to
the corporate governance practices of the Company, and (4) oversee the annual
evaluation of the Board.  In addition, the Nominating and Corporate G
overnance Committee establishes criteria for Board membership.

       The charter of the Nominating and Corporate Governance Committee
(as revised on May 2, 2007) is available at www.patriottrans.com under
Corporate Governance.

Executive Committee

	John D. Baker II, Edward L. Baker, Thompson S. Baker II
and John D. Milton, Jr., comprise the Executive Committee.  To the
extent permitted by law, the Executive Committee exercises the powers of the
Board between meetings of the Board of Directors.




                                NOMINATING PROCESS

Role of the Nominating and Corporate Governance Committee in the
Nominating Process

	The Nominating and Corporate Governance Committee ("Nominating
Committee") identifies individuals that the Nominating Committee believes
are qualified to become Board members in accordance with the Director
Independence Standards set forth below, and recommends selected individuals
to the Board for nomination to stand for election at the next meeting of
shareholders of the Company in which directors will be elected. In the
event there is a vacancy on the Board between meetings of shareholders, the
Nominating Committee identifies individuals that the Nominating Committee
believes are qualified to become Board members in accordance with the
Director Independence Standards set forth below, and recommends one or
more of such individuals for appointment to the Board.

Director Qualification Standards

      	The Committee has established the following standards and qualifications
for members of the Board of Directors:

    * Each director shall at all times represent the interests of the
      shareholders of the Company.

    * Each director shall at all times exhibit high standards of integrity,
      commitment and independence of thought and judgment.

    * Each director shall dedicate sufficient time, energy and attention to
      ensure the diligent performance of his or her duties, including attending
      shareholder meetings and meetings of the Board and Committees of which he
      or she is a member, and by reviewing in advance all meeting materials.

    * The Board shall meet the applicable standards of independence from the
      Company and its management.

    * The Board shall encompass a range of talent, skill and expertise
      sufficient to provide sound and prudent guidance with respect to all of
      the Company's operations and interests.

Identification, Evaluation and Selection of Nominees

	In the event the Committee recommends an increase in the size of
the Board or a vacancy occurs, the Committee may consider qualified
nominees from several sources, including current Board members and search
firms.  The Committee may from time to time retain a search firm to help the
Committee identify qualified director nominees for consideration by the
Committee.  The Committee evaluates qualified director nominees against the
current director qualification standards described above and reviews qualified
director nominees with the Board.  The Committee and the Chairman of the
Board interview candidates that meet the director qualification standards,
and the Committee selects nominees that best suit the Board's current
needs and recommends one or more of such individuals for appointment to
the Board.

Nominees Proposed by Shareholders for Consideration by the Committee

	The Committee will consider properly submitted shareholder nominees for
candidates for membership on the Board of Directors.  Shareholders proposing
individuals for consideration by the Committee must include at least the
following information about the proposed nominee:  the proposed nominee's name,
age, business or residence address, principal occupation or employment, and
whether such person has given written consent to being named in the proxy
statement as a nominee and to serving as a director if elected.  Shareholders
should send the required information about the nominee to:

                         Corporate Secretary
                Patriot Transportation Holding, Inc.
                  501 Riverside Avenue, Suite 500
                    Jacksonville, Florida 32202




	In order for an individual proposed by a shareholder to be
considered by the Committee for recommendation as a Board nominee for the
Annual Meeting of Shareholders to be held in early 2013, the Corporate
Secretary must receive the proposal no later than 5 p.m. Eastern Time on
September 30, 2012.  Such proposals must be sent via registered, certified
or express mail.  The Corporate Secretary will send properly submitted
shareholder proposed nominations to the Committee Chair for consideration
at a future Committee meeting.  Individuals proposed by shareholders in
accordance with these procedures will receive the same consideration that
individuals identified to the Committee through other means receive.

Nominations by Shareholders at Annual Meeting

       The Company's Articles of Incorporation provide that only persons
who are nominated in accordance with the procedures set forth in the
Articles of Incorporation shall be eligible for election as directors
by the shareholders.  Under the Articles of Incorporation, directors
may be nominated, at a meeting of shareholders at which directors are
being elected, by (1) the Board of Directors or any committee or person
authorized or appointed by the Board of Directors, or (2) by any
shareholder who is entitled to vote for the election of directors at the
meeting and who complies with certain advance notice procedures.  These
notice procedures require that the nominating shareholder make the
nomination by timely notice in writing to the Secretary of the Company.
To be timely, the notice must be received at the principal executive
offices of the Company not less than forty (40) days prior to the
meeting except that, if less than fifty (50) days' notice or prior
public disclosure of the date of the meeting is given to shareholders,
the notice must be received no later than ten (10) days after the
notice of the date of the meeting was mailed or such public disclosure
was made.  The notice must contain certain prescribed information
about the proponent and each nominee, including such information about
each nominee as would have been required to be included in a proxy
statement filed pursuant to the rules of the Securities and Exchange
Commission had such nominee been nominated by the Board of Directors.

                       PROPOSAL NO. 1
                   ELECTION OF DIRECTORS

       Under our Articles of Incorporation, the Board of Directors
is divided into four classes.  One class of directors is elected at
each annual meeting of shareholders for a four-year term of office.
We have listed below three nominees in Class II to be re-elected.
Class II Directors will hold office until the 2016 annual meeting.
If you are a shareholder of record, your proxy will be voted for the
election of the persons nominated unless you indicate otherwise.  If
any of the nominees named should become unavailable for election for
any presently unforeseen reason, the persons named in the proxy shall
have the right to vote for a substitute as may be designated by the
Board of Directors to replace such nominee, or the Board may reduce
the number of directors accordingly.

	The Board unanimously recommends a vote FOR the election of
these nominees as directors.

       The following table sets forth information with respect to
each nominee for election as a director and each director whose term
of office continues after this annual meeting of shareholders.
Reference is made to the sections entitled "Common Stock Ownership
of Certain Beneficial Owners" and "Common Stock Ownership by
Directors and Officers" for information concerning stock ownership
of the nominees and directors.


Director Nominees
-----------------

   Name and Principal        Director   Director     Other
      Occupation        Age   Class      Since   Directorships
      ----------        ---   -----      ------  -------------


John D. Baker II        63    Class II    1986   Wells Fargo &
Executive Chairman           (Term Exp.          Company
Former President and           2016)             Progress Energy, Inc.
Chief Executive Officer                          Texas Industries, Inc.




Luke E. Fichthorn III   70   Class II    1989
Partner in Twain Associates  (Term Exp.
(private financial consulting  2016)
  firm)

H. W. Shad III          65   Class II    2004
Owner, Bozard Ford           (Term Exp.
 Company (automobile            2016)
dealership)


Directors Continuing in Office
------------------------------

John E. Anderson        66   Class I     2005
Retired President and        (Term Exp.
Chief Executive Officer         2015)
   of the Company




Edward L. Baker         76   Class III   1986
Chairman Emeritus            (Term Exp.
                                2013)




Thompson S. Baker II    53   Class IV    1994
President and Chief          (Tern Exp.
Executive Officer of the      2014)
 Company



Charles E. Commander
  III                   71   Class III   2004    EverBank Financial
Retired Partner with         (Term Exp.
Foley & Lardner, L.L.P.        2013)
(law firm)



Robert H. Paul III      77   Class I     1992
Chairman of the Board        (Term Exp.
of Southeast Capital, LLC       2015)
(real estate investment firm)





Martin E. Stein, Jr.    59   Class IV    1992    Regency Centers
Chairman and Chief           (Term Exp.           Corporation
Executive Officer of           2014)             Stein Mart, Inc.
Regency Centers
Corporation (commercial
real estate services
firm)




James H. Winston        78   Class I     1992
President of LPMC, Inc.     (Term Exp.
(investment real estate       2015)
firm); President of
Citadel Life & Health
Insurance Co.





       All of the nominees and directors have been employed in
their respective positions for the past five years except John E.
Anderson, Edward L. Baker, John D. Baker II, Thompson S. Baker II,
and Robert H. Paul III.

       Mr. Anderson served as President and Chief Executive Officer of
the Company from 1989 to February 6, 2008.  Mr. Anderson was elected as
a director on October 5, 2005 and previously served as a director of
the Company from 1989 to January 1, 2004.

       Edward L. Baker has served as a director of the Company since
1986 and became an employee of the Company in February 2008.  From
February 1986 to November 16, 2007, Mr. Baker served as Chairman of
the Board of Florida Rock Industries, Inc., a construction aggregates,
cement and concrete company.

       John D. Baker II served as President and Chief Executive Officer
of the Company from February 6, 2008 until September 30, 2010.  He was
elected as a director in 1986.  From February 1996 to November 16, 2007,
Mr. Baker served as President and Chief Executive Officer of Florida
Rock Industries, Inc.

       Thompson S. Baker II has served as President and Chief Executive
Officer of the Company since October 1, 2010.  He was elected as a
director in 1994.  Mr. Baker served as the President of the Florida Rock
Division of Vulcan Materials Company from November 16, 2007 until
September 2010.  From August, 1991 to November 16, 2007, Mr. Baker
served as the President of the Aggregates Group of Florida Rock
Industries, Inc.

       Robert H. Paul III was elected as a director in 1992.  Mr. Paul
served as the Chairman of the Board of Southeast-Atlantic Beverage
Corporation, a manufacturer of soft drink products, for more than five
years until 2007, when the company was sold.





       Edward L. Baker and John D. Baker II are brothers.  Thompson S.
Baker II is the son of Edward L. Baker.


                            PROPOSAL NO. 2
    RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

       The Audit Committee has selected Hancock Askew & Co., LLP
("Hancock Askew") as the Company's independent registered public accounting
firm (auditors) to examine the consolidated financial statements of the
Company, subject to satisfactory negotiation of an annual fee agreement for
fiscal 2012.  The Board of Directors seeks an indication from shareholders
of their approval or disapproval of the Audit Committee's appointment of
Hancock Askew as the Company's auditors.

	Hancock Askew has been our independent auditor since June 21, 2006,
and no relationship exists other than the usual relationship between auditor
and client.

	If the appointment of Hancock Askew as auditor for fiscal year 2012
is not approved by the shareholders, the adverse vote will be considered a
direction to the Audit Committee to consider other auditors for next year.
However, because of the difficulty in making any substitution of auditors
so long after the beginning of the current year, Hancock Askew will remain
the Company's Independent Registered Public Accounting Firm for fiscal year
2012, unless the Audit Committee finds other good reason for making a change.

	Representatives of Hancock Askew will be available to respond to
questions at the annual meeting of shareholders.

                           PROPOSAL NO. 3
             ADVISORY VOTE ON EXECUTIVE COMPENSATION

	Recent Congressional legislation has increased shareholder involvement
in the compensation of executives of publicly traded companies. The "Say on
Pay" provisions, contained in Section 951 of the Dodd-Frank Act, require that
(i) beginning with the first annual meeting of shareholders occurring six
months after the Dodd-Frank Act is signed into law, and (ii) not less
frequently than once every three years, a company's proxy statement for
an annual meeting of shareholders include a separate resolution, subject
to a non-binding shareholder vote, to approve executive compensation.

	As discussed in the Compensation Discussion and Analysis, we design our
executive officer compensation program to attract, motivate, and retain the key
executives who drive our success and industry leadership. Our compensation
program consists of several forms of compensation: base salary, cash incentive
bonuses, equity compensation and other benefits and perequisites. Pay that
reflects performance and alignment of that pay with the interests of long-term
shareholders are key principles that underlie our compensation program. The
Board believes that our current executive compensation program directly links
executive compensation to our performance and aligns the interest of our
executive officers with those of our shareholders.

	Because this is an advisory vote, it will not be binding on the Board.
However, the Board and the Compensation Committee will review and take into
account the outcome of the vote when considering future executive compensation
decisions.

	Accordingly, the Board proposes that you indicate your support for the
Company's compensation philosophy, policies, and procedures and their
implementation in fiscal year 2012 as described in this Proxy Statement.

                     SHAREHOLDER RETURN PERFORMANCE

       The following table and graph compare the performance of the Company's
common stock to that of the Total Return Index for The NASDAQ Stock Market-US
Index and The NASDAQ Trucking and Transportation Stock Index for the period
commencing September 30, 2006 and ending on September 30, 2011.  The graph
assumes that $100 was invested on September 30, 2006 in the Company's common
stock and in each of the indices and assumes the reinvestment of any
dividends.





Table Omitted


                         Cumulative Total Return
                         -----------------------


                        9/30/06
9/30/07
9/30/08
9/30/09
9/30/10
9/30/11









Patriot Transportation
 Holding, Inc.
           100.0
130.15
104.55
99.22
92.81
80.24

NASDAQ Composition
 Index
                   100.0
121.92
92.52
96.24
108.69
111.20

NASDAQ Transportation
 Index
100.0
     118.49
89.17
84.64
95.78
83.80



                   COMPENSATION DISCUSSION AND ANALYSIS

	This section explains our compensation philosophy and all material
elements of the compensation we provide to the individuals who served as Chief
Executive Officer and Chief Financial Officer and our other three most highly
compensated executive officers who served in such capacities during the fiscal
year ended September 30, 2011 (the "named executive officers").  The named
executive officers for fiscal 2011 are Thompson S. Baker II, our President and
Chief Executive Officer, John D. Milton, Jr., our Executive Vice President and
Chief Financial Officer, David H. deVilliers, Jr., Vice President and President
of FRP Development Corp., Robert E. Sandlin, Vice President and President of
Florida Rock & Tank Lines, Inc. and John D. Klopfenstein, our Controller and
Chief Accounting Officer.




Overview


   *

The objectives of our compensation program are to attract, retain and
      motivate talented leaders and to support our strategic objectives and
      core values.

   *

We provide our executive officers with the following types of
      compensation: salary, cash-based short term incentives, equity-based
      long-term incentives and other benefits and perquisites.

   *

  We encourage a pay-for-performance environment by linking cash incentive
      awards to the achievement of measurable business and individual
      performance goals.



   *

For fiscal 2012, we granted increases in base salaries for Messrs.
      Sandlin and Klopfenstein in light of their performance.  We granted no
      other increases in the base salaries of our other named executive
      officers.


The Compensation Committee

	Our Compensation Committee ("Committee") establishes and oversees our
compensation and employee benefits programs and approves the elements of total
compensation for the executive officers.  Robert H. Paul III, Martin E. Stein,
Jr., and James H. Winston serve as the members of the Compensation Committee.
Mr. Paul, who has served on our Board of Directors for approximately 19 years,
is the Committee Chairman.  Each member of the Compensation Committee qualifies
as an independent director under the listing standards of The Nasdaq Stock
Market; a non-employee director for purposes of Rule 16b-3 of the Exchange
Act; and an outside director for purposes of Section 162(m) of the Internal
Revenue Code.

Compensation Philosophy

       The following principles guide our compensation decisions:

	We Focus on Strategic Objectives

	Our compensation decisions are driven by Patriot's business strategy. We
intend that our compensation decisions will attract and retain leaders and
motivate them to achieve Patriot's strategic objectives.

	We Believe in Pay for Performance

	We believe that pay should be directly linked to performance. This
philosophy has guided many compensation-related decisions:

       * A substantial portion of executive officer compensation usually is
contingent on, and variable with, achievement of objective business unit
and/or individual performance objectives.

       * Our stock incentive plan prohibits discounted stock options, reload
stock options and re-pricing of stock options.

       * We have capped the benefit levels under the Management Security Plan
and have closed the plan to new participants.  Only one of our named executive
officers participates in the Management Security Plan.  Our executive officers
do not accrue additional benefits under any other supplemental executive
retirement plan.

	Compensation Should Reflect Position and Responsibility

     Total compensation and accountability should generally increase with
position and responsibility.

	Compensation Should be Reasonable and Responsible

       It is essential that Patriot's overall compensation levels be
sufficiently competitive to attract and retain talented leaders and motivate
those leaders to achieve superior results.  At the same time, we believe
that compensation should be set at responsible levels. Our executive
compensation programs are intended to reflect the understanding that this
Company belongs to our shareholders.




       The Committee discussed the results of the previous year's shareholder
advisory vote on executive compensation.  The Committee has determined, based
in part upon the fact that approximately 99% of the shares voting on the
matters voted in favor of the Company's compensation philosophy, policies
and procedures for fiscal 2011, that the current executive compensation
provision effectively aligns the interests of our executive officers with
that of our shareholders.

Variable Performance-Based Pay as a Percentage of Potential Compensation

	The Committee believes that both long and short term compensation of
executive officers should correlate to the achievement of the Company's
financial objectives. For example, for fiscal 2011, Mr. Thompson Baker
was eligible to receive performance-based cash bonuses of up to 50% of
his base salary, Mr. Klopfenstein was eligible to receive a performance-
based cash bonus of up to 53.5% of his base salary, Mr. Milton was
eligible to receive a performance-based cash bonus of up to 60% of his
base salary, Mr. Sandlin was eligible to receive a performance-based cash
bonus of up to 70% of his base salary and Mr. deVilliers was eligible to
receive a performance-based cash bonus of up to 100% of his base salary.

Overview and Objectives of our Executive Compensation Program

    	The compensation program for our executive officers is designed to
attract, motivate, reward and retain highly qualified individuals who can
contribute to the Company's growth with the ultimate objective of improving
shareholder value. Our compensation program consists of several forms of
compensation:base salary, cash incentive bonuses, equity compensation and
other benefits and perquisites.

    	The compensation program is designed to integrate with the Company's
business plan and the opportunities and challenges facing the Company in an
ever-evolving business environment. Accordingly, the Committee does not use
predetermined guidelines or benchmarking to determine the elements and levels
of compensation for our executive officers or to allocate between cash and
long term or equity incentives.

    	The Committee receives and reviews a variety of information throughout
the year to assist it in carrying out its responsibilities. The Committee
reviews financial reports comparing Company performance on a year-to-date
basis versus budget and receives operating reports at each regular Board
meeting. The Chief Executive Officer provides the Committee with an assessment
of the Company's achievements and performance, his evaluation of individual
performance and his recommendations for annual compensation, and annual
performance targets and equity compensation awards. The Committee makes all
final decisions regarding the compensation of our executive officers. When
making individual compensation decisions for executive officers, the Committee
takes many factors into account, including the individual's performance,
tenure, experience and responsibilities; the performance of the Company or
the executive's business unit; retention considerations; the recommendations
of management; the individual's historic compensation and the results of the
previous year's shareholder advisory vote on executive compensation.

    	The Compensation Committee does strive to assure that a significant
portion of the potential compensation of the named executive officers is
contingent, performance-based compensation linked to the achievement of
specific objectives.  To achieve this goal, incentive bonuses are established
as a percentage of their base salaries.

Components of Executive Compensation

Base Salary

	General.  Base pay is a critical element of executive compensation
because it provides executives with a base level of monthly income.  In
determining base salaries, we consider the executive's qualifications and
experience, scope of responsibilities and future potential, the goals and
objectives established for the executive, the executive's past performance,
internal pay equity and the tax deductibility of base salary. As part of
determining annual increases, the Committee also considers the Chief Executive
Officer's written recommendations, the observations of the Chief Executive
Officer and of the Committee members regarding individual performance and
internal pay equity considerations.





	Fiscal 2011 and 2012 Actions.   We set base salaries on a calendar
year basis. The following table reflects the adjustments made to the base
salaries of the named executive officers for calendar years 2011 and 2012.

                                                           
		                                % Increase  2012 Base  % Increase
Name and Title               2011 Base Salary
    from 2010   Salary    from 2011
--------------               ----------------    ---------   ------    ---------

Thompson S. Baker II





President and CEO
$395,000
             N/A
      395,000
      0%







John D. Milton, Jr.
$165,000
0%
$165,000
      0%

Executive Vice President and
Chief Financial Officer











David H. deVilliers, Jr.
$310,000
              0%
$310,000
0%

Vice President and President,
FRP Development Corp.











Robert E. Sandlin
$225,000
7%
$236,250
      5%

Vice President and President,
Florida Rock & Tank Lines, Inc.











John D. Klopfenstein
           $160,000
              7%
     $168,000
      5%

Controller and Chief
Accounting Officer











	Analysis.  The Committee increased the base salaries of Messrs.
Sandlin and Klopfenstein for fiscal 2012 in light of their management
performance. The Committee determined not to increase the base salaries of
Messrs. Baker, Milton and deVilliers based on the Committee's view that their
existing compensation packages were adequate.

Cash Incentive Compensation

       Management Incentive Compensation Plan. The Management Incentive
Compensation Plan (the "MIC Plan") provides officers and key employees an
opportunity to earn an annual cash bonus for achieving specified,
performance-based goals established for the fiscal year. Performance
goals under the MIC Plan are tied to measures of operating performance
rather than appreciation in stock price.

	The Compensation Committee traditionally has established
performance objectives for the transportation subsidiaries based on
targeted levels of after-tax return on average capital employed.  We believe
that after-tax return-on-capital employed (ROCE) is an important measure
of performance in an asset-intensive business, both to evaluate management's
performance and to demonstrate to shareholders that capital has been used
wisely over the long term. For purposes of this bonus calculation, return
on average capital employed is defined as the Transportation Group's net
income excluding the after-tax cost of financing, divided by its total
monthly average capital employed.

       The Compensation Committee historically established performance
objectives for the Developed Buildings and Land segment based on operating
properties in the portfolio (usually gross profit on developed buildings and
average occupancy rates for properties in service more than 12 months),
special projects and new development.  For fiscal 2012, the Compensation
Committee established specific performance objectives for the Developed
Buildings and Land segment and established a bonus pool that is tied to the
achievement of these performance objectives as well as the achievement of
targeted levels of adjusted after-tax return on capital employed (calculated
as described below).





       Fiscal 2011 and 2012 Actions.  The following chart describes the
performance objectives and potential bonuses for the named executive
officers for fiscal years 2011 and 2012:


                                 
                              Potential
                              Bonus as a
                                  %
         Name          Year   of Salary   Performance Targets
------------------------------------------------------------------------






Thompson S. Baker II
2012
100%
Achievement by the Transportation
                                       Group of targeted levels of after-
                                       tax ROCE(1), achievement by
                                       Developed Buildings and Land segment
                                       of real estate objectives, including
                                       targeted level of adjusted after-tax
                                       ROCE(2) , and achievement of a
                                       targeted level of operating profit
                                       for the Company. (3)(4)



2011
50%
Achievement by the Transportation
                                       Group of targeted levels of after-tax
                                       ROCE(1), achievement by  Developed
                                       Buildings and Land segment of real
                                       estate objectives, including targeted
                                       level of adjusted after-tax ROCE(2),
                                       and achievement of a targeted level
                                       of net income for the Company. (3)(4)






John D. Milton, Jr.
2012
60%
Achievement by the Transportation
                                       Group of targeted levels of after-tax
                                       ROCE(1), achievement by  Developed
                                       Buildings and Land segment of real
                                       estate objectives, including targeted
                                       level of adjusted after-tax ROCE(2),
                                       and achievement of a targeted level of
                                       operating profit for the Company. (3)
                                       (4)



2011
      60%
    Achievement by the Transportation Group
                                       of targeted levels of after-tax ROCE(1),
                                       achievement by  Developed Buildings and
                                       Land segment of real estate objectives,
                                       including targeted level of adjusted
                                       after-tax ROCE(2) , and achievement of
                                       a targeted level of net income for the
                                       Company. (3)(4)






David H. deVilliers,
 Jr.
2012
100%
Achievement of Developed Buildings and
                                       Land segment objectives, including
                                       targeted level of adjusted after-tax ROCE.
                                       (2)(3)



2011
      100%
    Achievement of Developed Buildings and
                                       Land segment objectives, including
                                       targeted level of adjusted after-tax ROCE.
                                       (2)(3)






Robert E. Sandlin
2012
      100%
Achievement by the Transportation Group
                                       of a targeted level of ROCE.(1)(3)(4)



2011
       70%
Achievement by the Transportation Group
                                       of a targeted level of ROCE.(1)(3)(4)






John D. Klopfenstein
 2012
53.5%
Achievement by the Transportation Group
                                       of targeted levels of after-tax ROCE(1),
                                       achievement by  Developed Buildings and
                                       Land segment of real estate objectives,
                                       including targeted level of adjusted
                                       after-tax ROCE(2) , and achievement of
                                       a targeted level of operating profit for
                                       the Company. (3)(4)



                     2011
53.5%
Achievement by the Transportation Group
                                       of targeted levels of after-tax ROCE(1),
                                       achievement by  Developed Buildings and
                                       Land segment of real estate objectives,
                                       including targeted level of adjusted
                                       after-tax ROCE(2), and achievement of a
                                       targeted level of net income for the
                                       Company. (3)(4)














(1)
With respect to the Transportation Group, the specified officers are
    or were eligible to receive a bonus up to the specified percentage of
    his base salary if the named business unit achieved a specified level
    of after-tax ROCE. If after-tax ROCE exceeded a threshold level but was
    less than the target level, the bonus would be prorated. The threshold
    and target after-tax ROCE levels for the Transportation Group was 12.7%
    and 18.0% for 2011 and 14.0% and 20.0% for 2012. For 2011 and 2012, a
    portion of the earned bonus is contingent on the achievement of certain
    objectives established under the Company's Achieve Continuous Improvement
    program related to volume increases, entry into new markets, safety
    performance, customer service, fuel efficiency, productivity, training,
    personnel development and evaluation and recruiting.


(2)
For fiscal 2011, bonuses with respect to the Developed Buildings and
    Land segment were contingent on the achievement of adjusted after-tax
    return on capital employed (Adjusted after- tax ROCE, calculated as
    described below) between a minimum of 7.98% (at which level the
    available bonus pool was 0%) and a maximum of 9.90% (at which level the
    available bonus pool was 100%). If the Adjusted after-tax ROCE was less
    than 9.90% but was more than 7.98%, the available bonus pool was
    prorated between 0% and 100%. For this purpose, Adjusted after-tax
    ROCE was calculated as an amount equal to: (i) the sum of (A) the
    Developed Buildings and Land segment's income before tax for fiscal
    2011, plus (B) 85% of the depreciation attributed to the Developed
    Buildings and Land segment, plus (C) the parent company overhead
    expense allocated to the Developed Buildings and Land segment, plus
    (D) interest on mortgage indebtedness, less (E) the profits related
    to the Anacostia and Bird River residential properties, less (F)
    straight-lined rents plus (G) one-half of the rents to be received
    for fiscal 2012 from lease commitments signed by new tenants during
    fiscal 2011, but not producing any rental income in fiscal 2011 less
    (H) income taxes on the resulting total with full applicable
    depreciation. For lease commitments signed by new tenants during
    2011 and producing less than six months of rental income in fiscal
    2011, an additional number of months of rental income from Fiscal
    2012 will be added to give total credit for 6 months of rental
    income from such new tenant; This sum will then be divided by (ii)
    an amount equal to the total monthly average capital employed in
    the Developed Buildings and Land segment, excluding all mortgage
    indebtedness and the book values of the Anacostia property and Bird
    River residential property. Total bonuses payable for achievement
    of real estate objectives may not exceed an amount equal to fifteen
    percent (15%) of the numerator used in calculating the Adjusted
    after-tax ROCE for the Developed Buildings and Land segment. For
    fiscal 2012, bonuses with respect to the Developed Buildings and
    Land segment will be contingent on the achievement of adjusted
    after-tax return on capital employed (Adjusted after-tax ROCE,
    calculated as described below) between a minimum of 8.81% (at
    which level the available bonus pool will be 45%) and a maximum
    of 9.90% (at which level the available bonus pool will be 100%).
    If the Adjusted after-tax ROCE is less than 9.90% but is more
    than 8.81%, the available bonus pool will be prorated between 45%
    and 100%. For this purpose, Adjusted after-tax ROCE is calculated
    as an amount equal to: (i) the sum of (A) the Developed Buildings
    and Land segment's income before tax for fiscal 2012, plus (B)
    85% of the depreciation attributed to the Developed Buildings
    and Land segment, plus (C) the parent company overhead expense
    allocated to the Developed Buildings and Land segment, plus (D)
    interest on mortgage indebtedness, less (E) the profits related
    to the Anacostia and Bird River residential properties, less (F)
    straight-lined rents plus (G) one-half of the rents to be
    received for fiscal 2013 from lease commitments signed by new
    tenants during fiscal 2012, but not producing any rental income
    in fiscal 2012 less (H) income taxes on the resulting total with
    full applicable depreciation. For lease commitments signed by
    new tenants during 2012 and producing less than six months of
    rental income in fiscal 2012, an additional number of months of
    rental income from Fiscal 2013 will be added to give total
    credit for 6 months of rental income from such new tenant;
    This sum will then be divided by (ii) an amount equal to the
    total monthly average capital employed in the Developed
    Buildings and Land segment, excluding all mortgage indebtedness
    and the book values of the Anacostia property and Bird River
    residential property. Total bonuses payable for achievement of
    real estate objectives may not exceed an amount equal to fifteen
    percent (15%) of the numerator used in calculating the Adjusted
    after-tax ROCE for the Developed Buildings and Land segment.


(3)
For each year, a portion of the bonus for each officer was
    contingent on a determination that the internal control over
    financial reporting for the company (or their respective business
    unit) was effective for the applicable year.


(4)
The fiscal 2011 bonuses for Messrs. Thompson S. Baker II, John
    D. Milton, Jr and John D. Klopfenstein were based 35% on the
    achievement by the Transportation Group of targeted levels of
    after-tax ROCE, 35% on achievement by the Developed Buildings and
    Land segment of real estate objectives, and 30% on achievement of
    net income of $9,452,000 and were subject to certain other
    contingencies described in footnotes 3 and 4. A portion of the
    bonuses for Messrs. Thompson S. Baker II, Klopfenstein, Milton
    and Sandlin for 2011 was



    contingent on the achievement of certain individual objectives
    relating to strategic planning, participation in the
    Transportation Group's continuous improvement program, risk
    management, continuing financial analysis and investor
    relations. The fiscal 2012 bonuses for Messrs. Thompson S.
    Baker II, John D. Milton, Jr and John D. Klopfenstein are
    based 35% on the achievement by the Transportation Group of
    targeted levels of after-tax ROCE, 35% on achievement by the
    Developed Buildings and Land segment of real estate objectives,
    and 30% on achievement of operating profit of $15,821,000 and
    are subject to certain other contingencies described in footnotes
    3 and 4. A portion of the bonuses for Messrs. Thompson S. Baker
    II, Klopfenstein, Milton and Sandlin for 2012 will be contingent
    on the achievement of certain individual objectives relating to
    strategic planning, participation in the Transportation Group's
    continuous improvement program, risk management, continuing
    financial analysis and investor relations.



      Analysis. Cash-based incentive compensation comprises a significant
portion of the potential total compensation of the named executive officers.
For fiscal 2011, cash-based incentive compensation comprised 33%, on average,
of the total compensation of each of the named executive officers. We believe
that these incentives play a significant role in helping the Company achieve
its business objectives.

Stock Options and Restricted Stock

       General. Long-term equity incentives help to motivate executives to
make decisions that focus on long-term growth and thus increase shareholder
value. The Committee believes that such grants help align our executive
officers' interests with the Company's shareholders. When our executives
deliver sustained returns to our shareholders, equity incentives permit an
increase in their own compensation.

       Traditionally, the Committee has made equity compensation awards in
the form of stock options. All stock options incorporate the following
features: the term of the grant does not exceed 10 years; the grant price
is not less than the market price on the date of grant; grants do not
include "reload" provisions; re-pricing of options is prohibited, unless
approved by the shareholders; and to encourage employee retention, most
options vest over a period of years.

	Fiscal 2011 and 2012 Actions. In fiscal 2011, the Committee
approved the award of options to acquire 9,330 shares each to Messrs.
deVilliers and Sandlin and 3,000 shares to Mr. Klopfenstein. In fiscal
2012, the Committee approved the award of options to acquired 10,595
shares each to Messrs. deVilliers and Sandlin and 3,000 shares to Mr.
Klopfenstein. Those options vest 20% per year, beginning on the first
anniversary of the grant date, and expire on the tenth anniversary of
the grant date. The option price is the closing price of the Company's
common stock on the grant date. In making such grants, the Compensation
Committee considered the past performance of Messrs. deVilliers, Sandlin
and Klopfenstein, their total compensation packages and the importance
of Messrs. deVilliers and Sandlin to the real estate and transportation
groups. These numbers reflect an adjustment for the 3-for-1 stock split
as of January 17, 2011.

	In each of fiscal 2011 and fiscal 2012, the Committee approved
the award to Mr. Milton of options to acquire 7,500 shares. These
options vest immediately and expire on the tenth anniversary of the grant
date. The option price is the closing price of the Company's common
stock on the grant date. In making this grant, the Compensation Committee
considered Mr. Milton's past performance, base salary and bonus, his
qualifications and responsibilities and his ability to impact the future
performance of the Company. These numbers reflect an adjustment for the
3-for-1 stock split as of January 17, 2011.

	Analysis.  The Committee believes that equity compensation is an
important element of overall compensation.  At the same time, the
Committee recognizes that equity grants impose a dilution cost to the
shareholders.  The Committee made grants to Messrs. Milton, deVilliers,
Sandlin and Klopfenstein because the Committee believes that equity
incentives should be a significant part of their compensation package.
The Committee plans to continue to evaluate the use of equity compensation
as a tool to motivate management.

Health and Welfare Benefits

    	In addition to participating in the same health and welfare plans,
including our 401(k) plan; as our other salaried employees, our executive
officers participate in a supplemental medical expense reimbursement plan.

   	Our Management Security Plan was adopted many years ago as a
retention tool to provide retirement benefits (based on annual base
salaries) to certain senior executives. The Management Security Plan
provides for annual payments to participants (or their beneficiaries)
until the later of (i) their date of death or (ii) 15 years after




their retirement or death.  The annual payments are set at two times
the benefit level during the first year and at the annual benefit level
in subsequent years. The benefit levels originally increased with base
salaries but the Company capped the benefit levels at 50% of base salaries
as of December 31, 2002. The plan has been closed to newly hired
executives for several years. Mr. deVilliers is the only named executive
officer who currently participates in the Management Security Plan.

Severance and Change of Control Agreements

	Until December 2007, none of our named executive officers had
any arrangements that provide for payment of severance payments or
payment of any benefits upon a change-in-control of Patriot, except for
change-in-control provisions that accelerate vesting of stock options
or restricted stock under our equity compensation plans.

	On December 5, 2007, the Company entered into change-in-control
agreements with Messrs. deVilliers Sandlin and Klopfenstein. The
agreements are "double trigger" agreements that will pay benefits to the
executives, under certain circumstances, if they are terminated following
a change-in-control of the Company or a sale of their particular business unit.

	Mr. deVilliers' agreement provides that if he is terminated
following a change-in-control or a sale of his business unit other than for
"cause" or if he resigns following such event for "good reason," the
benefits under his Management Security Plan shall become fully vested and
the present value of such benefits shall be paid to Mr. deVilliers. In
the case of Messrs. Sandlin and Klopfenstein, the agreements provide that
each of them will be entitled to receive an amount equal to two times his
base salary plus maximum bonus if, during the two years after a change-in-
control or sale of Florida Rock & Tank Lines, Inc. his employment is
terminated other than for "cause" or he resigns for "good reason." In
addition, each of them will become fully vested in his stock options and
restricted stock.

	For this purpose, cause is generally defined as (i) conviction
for commission of a felony, (ii) willful misconduct or gross negligence
or material violation of policy resulting in material harm to his employer,
(iii) repeated and continued failure by the executive to carry out, in all
material respects, the employer's reasonable and lawful directions, or (iv)
fraud, embezzlement, theft or material dishonesty. Good reason is generally
defined as (i) a material reduction in compensation or benefits, (ii) a
requirement that the executive relocate, or (iii) any material diminution
in the executive's duties, responsibilities, reporting obligations, title
or authority.

	We believe these change-in-control arrangements, the value of which
are contingent on a change of control transaction, effectively create
incentives for our executive team to build shareholder value and to obtain
the highest value possible should we be acquired in the future, despite
the risk of losing employment. These change of control arrangements for
our executive officers are "double trigger," meaning that acceleration of
vesting is not awarded upon a change of control unless the executive's
employment is terminated involuntarily (other than for cause) or by the
executive for good reason within 24 months following the transaction.  We
believe this structure strikes a proper balance by not providing these
benefits to executives who continue to enjoy employment with an acquiring
company in the event of a change of control transaction. We also believe
this structure is more attractive to potential acquiring companies, who
may place significant value on retaining members of our executive team
and who may perceive this goal to be undermined if executives receive
significant acceleration payments in connection with such a transaction
and are no longer required to continue employment.

Personal Benefits

    Our executives receive a limited number of personal benefits certain
of which are considered taxable income to them and which are described
in the footnotes to the section of this proxy statement entitled
"Summary Compensation Table."

Compensation Policies

Internal Pay Equity

	We believe that internal pay equity is an important factor to
be considered in establishing compensation for the officers. We have
not established a policy regarding the ratio of total compensation of
the Chief Executive Officer to that of the other officers, but we do
review compensation levels to ensure that appropriate equity exists.



Tax Deductibility of Compensation Should be Maximized Where Appropriate

       The Company generally seeks to maximize the deductibility for tax
purposes of all elements of compensation. For example, the Company always
has issued nonqualified stock options that result in a tax deduction to
the Company upon exercise. Section 162(m) of the Internal Revenue Code
generally disallows a tax deduction to public corporations for non-
qualifying compensation in excess of $1.0 million paid to any such
persons in any fiscal year. We review compensation plans in light of
applicable tax provisions, including Section 162(m), and may revise
compensation plans from time to time to maximize deductibility.
However, we may approve compensation that does not qualify for
deductibility when we deem it to be in the best interests of the
Company.

Financial Restatement

	It is the Board of Directors' Policy that the Compensation
Committee will, to the extent permitted by governing law, have the
sole and absolute authority to make retroactive adjustments to any
cash or equity based incentive compensation paid to executive
officers and certain other officers where the payment was predicated
upon the achievement of certain financial results that were
subsequently the subject of a restatement. Where applicable, the
Company will seek to recover any amount determined to have been
inappropriately received by the individual executive.

                COMPENSATION COMMITTEE REPORT

	We have reviewed and discussed the foregoing Compensation
Discussion and Analysis with management. Based on our review and
discussion with management, we have recommended to the Board of
Directors that the Compensation Discussion and Analysis be
included in this proxy statement.

Submitted by:	Robert H. Paul III
       	        Martin E. Stein, Jr.
       	        James H. Winston

                     EXECUTIVE COMPENSATION

Fiscal 2011 Summary Compensation Table

	The following table sets forth information concerning the
compensation of our named executive officers for the year ended
September 30, 2011:

                    Summary Compensation Table

                                                                   
                                     Stock  Option  Non-Equity  Change in    All Other     Total
Name and Principal    Year  Salary   Awards Awards  Incentive   Pension Plan Compensation   ($)
Position
Year
                ($)       (1)    (1)    Plan        Value and    ($)(4)
                                                    Compnesat-  Nonquali-
                                                    ion         fied Deferred
                                                                Compensation
                                                                Earnings
                                                                ($)(3)











Thompson S. Baker II
President and CEO
(PEO)
                 2011
 $395,000   ---   ---
$197,500
---
 $9,210
     $601,710


John D. Milton, Jr.
Executive Vice
President and CFO
(PFO)
 2011
 $165,000
   ---
$60,880
$99,000       ---
        $21,853
$346,733


                      2010
$165,000
---
  $89,975
$95,189
---
$29,895
     $380,058


                      2009
 $165,000
---
$305,356
$68,619
---
$9,384
     $548,359


David H. deVilliers,
Jr., Vice President
and President, FRP
Development Corp.
2011
$310,000
---
$100,000
$310,000
$109,179
     $20,422
     $849,601


                      2010
 $307,844
---
$100,000
$286,223
$100,931
$12,662
$807,620


2009
 $299,181
   ---
 $125,522
$236,956
      $93,399
$10,920
     $765,978


Robert E. Sandlin,
Vice President and
President,  Florida
Rock & Tank Lines,
Inc.
                  2011
 $221,250
   ---
$100,000
 $157,500
       ---
$18,203
$496,953


2010
 $207,713
   ---
$100,000
$126,000
---
$22,167
     $455,880


2009
 $199,388
   ---
 $125,522
$120,510
---
$17,982
$463,402


John D. Klopfenstein,
Controller and Chief
Accounting Officer
2011
$157,500
---
$32,156
$85,600
       ---
        $16,442
     $291,698


2010
$144,000
---
$39,446
$73,268
---
$15,459
$272,173


2009
 $124,500
---
---
$45,730
---
        $11,954
$182,184









(1)	Amounts reflect the value of the award at grant date.
(2)	This column represents amounts paid under the MIC Plan.
        The performance objectives and threshold and target performance
        levels for these executives are described under the
        "Compensation Discussions and Analysis" section of the proxy
        statement.
(3)	This column represents the increase in the actuarial present
        value of the named executive officer's future benefits under
        the Management Security Plan. For more detail, see the
        disclosure under the Pension Benefits table below.
(4)	The amounts shown under All Other Compensation include: the
        benefit to the executive for personal use of a Company provided
        vehicle; the benefit to the executive for personal use of the
        Company airplane; matching contributions under our Profit
        Sharing and Deferred Earnings Plan (executives participate on
        the same terms as other employees); benefits paid under our
        Medical Reimbursement Plan, under which we reimburse certain
        officers for personal medical expenses not covered by insurance;
        and certain country, social and civic club membership dues. In
        addition to these benefits, the named executive officers
        participate in group plans, including our group health insurance
        and life insurance plans, on the same terms as other employees.

Other Annual Compensation from Summary Compensation Table

	The following table contains a breakdown of the compensation and
benefits for fiscal 2011 and 2010 included under All Other Compensation in
the Summary Compensation table above.

                                      Personal Use    Medical    Miscellaneous

                           Matching   of Company   Reimbrusement     (2)
                        Contributions     Car          (1)








Thompson S. Baker II





2011
$7,350
0
$1,480
         $380







John D. Milton, Jr.





2011
$7,350
$10,741
  $2,454
$1,308

2010
$5,838
       $19,532
$2,513
$2,012







John D. Klopfenstein





2011
$6,923
 $6,357
$2,892
$270

      2010
                $5,692
$7,009
$2,488
$270







David H. deVilliers, Jr.





2011
$7,738
        $2,314
$9,285
$1,085

2010
$7,157
$2,110
$2,582
$774







Robert E. Sandlin





2011
$7,809
$1,265
$5,240
$3,889

2010
$7,434
$2,008
$6,435
       $6,289







(1)	The amounts shown represent benefits paid under our Medical
        Reimbursement Plan, under which we reimburse certain officers for
        personal medical expenses not covered by insurance.




(2)	The amounts shown under the Miscellaneous column represent payment
        of country club and social club dues and purchase of tickets to
        sporting events on behalf of the named executive officers and other
        miscellaneous reimbursed expenses. These club memberships and tickets
        generally are maintained for business entertainment but may be used
        for personal use. The entire amount has been included, although we
        believe that only a portion of this cost represents a perquisite.


Fiscal 2011 and 2012 Grants of Plan-Based Awards

       The following table sets forth information concerning option grants
and estimated future payouts under cash incentive plans for the named
executive officers.

                          Grants of Plan-Based Awards

                                                                           
Name                    Grant    Estimated Future Payouts Under   All Other  Exercise or   Grant
                        Date    Non-Equity Incentive Plan Awards   Option    Base Price  Date Fair
                                --------------------------------   Awards    of Option   Value of
                                Threshold  Target    Maximum      Number of   Awards    Stock and
                                 ($)(1)    ($)(2)    ($)(3)       Securities ($ Share)   Option
                                                                  Underlying             Awards(5)
                                                                   Options
                                                                    (#)(4)





Thompson S. Baker II   12/6/11    N/A       N/A      $395,000        --         --          --
President and CEO


12/1/10
N/A
N/A
      $197,500
--         --          --


John D. Milton, Jr.    12/6/11    N/A       N/A      $99,000        7,500       22.25      52,650
Executive Vice         12/1/10    N/A       N/A      $99,000        7,500       25.60      60,880
President and CFO

David H. deVilliers,   12/6/11    N/A       N/A      $310,000      10,595       22.25     100,000
Jr., Vice President    12/1/10    N/A       N/A      $310,000       9,330       25.60     100,000
and President FRP
Development Corp.


Robert E. Sandlin,     12/6/11    N/A       N/A      $236,250      10,595       22.25     100,000
Vice President and     12/1/10    N/A       N/A      $157,500       9,330       25.60     100,000
President, Florida
Rock & Tank Lines, Inc.



John D. Klopfenstein,  12/6/11    N/A       N/A      $89,880        3,000       22.25      28,314
Controller and Chief   12/1/10    N/A       N/A      $85,600        3,000       25.60      32,156
Accounting Officer








(1)	Mr. Thompson S. Baker II is eligible to earn a bonus of
        up to 100% of his base salary for fiscal 2012. Mr. deVilliers
        is eligible to earn a bonus of up to 100% of his base salary
        for fiscal 2012. Mr. Milton is eligible to earn a bonus of
        up to 60% of his base salary for fiscal 2012. Mr. Sandlin is
        eligible to earn a bonus of up to 100% of his base salary for
        fiscal 2012. Mr. Klopfenstein is eligible to earn a bonus of up
        to 53.5% of his base salary for fiscal 2012. The performance
        objectives and threshold and target performance levels for these
        executives are described above under "Compensation Discussion and
        Analysis."
(2)	Not applicable.
(3)	The maximum bonus amounts represent 100% of base salary for Mr.
        Thompson S. Baker II, 100% of base salary for Mr. deVilliers, 100%
        of the base salary for Mr. Sandlin, 60% of base salary for Mr.
        Milton and 53.5% of base salary for Mr. Klopfenstein.
(4)	This table reflects an adjustment for the 3-for-1 stock split as
        of January 17, 2011.
(5)	The value shown for option awards reflects the FASB ASC Topic 718
        (column l) expense associated with the options using the Black-Scholes
        pricing model, estimating the fair value of stock options using the
        following assumptions: (i) risk-free interest rates of 2.160% for the
        fiscal 2011 grants to Messrs. deVilliers,




        Sandlin, and Klopfenstein and 1.47% for the grant to Mr. Milton,
        risk-free interest rates of 1.490% for the fiscal 2012 grants to
        Messrs. deVilliers, Sandlin and Klopfenstein and 0.390% for the
        grant to Mr. Milton, (ii) no dividend yield, (iii) volatility of
        Patriot common stock of 36.52% for the fiscal 2011 grants to Messrs.
        deVilliers, Sandlin, and Klopfenstein and 38.03% for the fiscal
        2011 grant to Mr. Milton, volatility of 38.83% for the fiscal 2012
        grants to Messrs. deVilliers, Sandlin and Klopfenstein and 46.28%
        for the fiscal 2012 grant to Mr. Milton, (iv) expected life of
        stock options of 7 years for the fiscal 2011 grants (4 years in
        the case of the fiscal 2011 grant to Mr. Milton) and 7 years for
        the fiscal 2012 grants (3 years in the case of the fiscal 2012 grant
        to Mr. Milton). The stock options granted to Mr. Milton in fiscal
        2011 and 2012 vest immediately. The stock options granted to Messrs.
        deVilliers, Sandlin, and Klopfenstein vest ratably over 5 years.
        All stock options have a term of 10 years.

                   Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning stock options and
restricted stock held by the named executive officers at September 30, 2011:


                                   


Option Awards
Stock Awards
                                                                     

Name                   Number      Number of
                         of       Securities
                     Securities  Underlying
                     Underlying  Unexercised   Option     Option     Number of Shares  Market Value of
                    Unexercised  Options      Exercise  Expiration   or Units of Stock Shares or Units
                      Options       (#)        Price       Date      that Have Not     of Stock That
                        (#)     Unexercisable    ($)                    Vested (#)     Have Not Vested
                                                                                        ($)



Thompson S. Baker II
   3,000                   9.667    02/05/2012         --              --
                       3,000                  10.147    04/30/2012
                       3,000                   7.553    08/06/2012
                       3,000                   7.200    10/02/2012
                       3,000                   7.923    12/03/2012
                       3,000                   8.637    02/04/2013
                       3,000                   8.800    05/07/2013
                       3,000                   9.400    08/05/2013
                       3,000                  10.033    09/30/2013
                       3,000                  10.197    12/02/2013
                       3,000                  10.577    02/03/2014
                       3,000                  10.633    05/04/2014
                       3,000                  10.917    08/03/2014
                       3,000                  11.333    10/05/2014
                       3,000                  14.970    11/30/2014
                       3,000                  15.167    01/25/2015
                       3,000                  14.833    05/03/2015
                       3,000                  20.133    08/02/2015





John D. Milton, Jr.   18,000      12,000      28.75     06/15/2018
Executive Vice        12,000      18,000      24.45     06/16/2019
President and CFO      7,500        --        32.16     12/02/2019
                       7,500        --        25.60     12/01/2020



David H. deVilliers,  39,605        --         7.41     11/20/2012
 Jr., Vice President  22,500        --       14.500     12/28/2014
and President, FRP     4,800      7,200       25.26     08/19/2019
Development Corp.      1,521      6,084       32.16     12/01/2020




Robert E. Sandlin,     9,000        --       14.500     12/28/2014
Vice President and     4,800      7,200      25.26      08/19/2019
President, Florida     1,521      6,084      32.16      12/02/2019
Rock & Tank Lines,      --        9,330      25.60      12/01/2020
Inc.



John D. Klopfenstein, 1,500         --       14.500     12/28/2014
Controller and Chief    600       2,400      32.16      12/01/2019
Accounting Officer      --        3,000      25.60      12/01/2020


                                       




(1) John D. Baker II received his option grants in his
    former capacity as a non-employee director.

Fiscal 2011 Option Exercises

       The following table provides information regarding stock
option exercises by the named executive officers and vesting of
restricted stock during fiscal 2011.

                Option Exercises and Stock Vested


                           Option Awards
Stock Awards


Name
Number of  Value Realized  Number of   Value Realized
                      Shares     on Exercise     Shares      on Vesting
                     Acquired       ($)         Acquired         ($)
                    on Exercise                on Vesting
                        (#)
                       (#)

(a)
(b)
(c)
(d)
(e)


Thompson S. Baker II     --         --            --             --


John D. Milton, Jr.
      --         --            --             --


David H. deVilliers,
Jr., Vice President and
President, FRP Development
Corp.                  5,395      $108,345        --             --


Robert E. Sandlin,
Vice President and
President, Florida
Rock & Tank Lines,
Inc.
                   1,780
$108,171
--             --


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



Pension Benefits

       The following table describes pension benefits to the named
executive officers as of September 30, 2011 under our Management
Security Plan ("MSP Plan"). Mr. deVilliers is the only named
executive officer who participates in the MSP Plan.

   Name
            Plan Name
Number of Years      Present
                                         Credited Service    Value of
                                               (#)         Accumulated
                                                             Benefit
                                                              ($)(2)


David H. deVilliers, Jr.
 MSP Plan
(1)
$861,535


(1) Mr. deVilliers has met the requisite years of service
    requirement under the MSP Plan.
(2) The present value has been calculated based on a life
    expectancy of 82 years and using a discount rate of six
    percent (6%).



       Our Management Security Plan (the "MSP Plan") provides the
following benefits to Mr. deVilliers upon his retirement or death:

   Triggering Event
Annual Benefit

   -----------------                              --------------
Normal Retirement at age 65 or older
$247,200 during year 1 and
                                           $123,600 in subsequent years
                                           until his death.




Death of Participant after his Retirement
  Continuation of annual
                                           benefit until the 15th
                                           anniversary of his retirement
                                           (or the earlier death of his
                                           designated beneficiary).




Death of Participant prior to his
  Retirement
                               $247,200 during year 1 and
                                           $123,600 in subsequent years
                                           until the later of (i)
                                           the 15th anniversary of his
                                           death or (ii) the date that
                                           he would have turned 65
                                           (or in either case, the
                                           earlier death of
                                           his designated beneficiary).


Nonqualifed Deferred Compensation
---------------------------------

       None of the named executive officers receives any nonqualified
deferred compensation.

                   NON-EMPLOYEE DIRECTOR COMPENSATION

Compensation Arrangements for Fiscal 2011 and 2012

	The following table describes the compensation arrangements
with our non-employee directors for the 2011 and 2012 fiscal years.



All Non-Employee Directors:


    Annual Retainer                         $15,000
    Fee Per Meeting Attended                $ 1,500
    Shares Granted in Fiscal 2012             2,000
    Shares Granted in Fiscal 2011
             1,500


Audit Committee:
    Annual Fee       Chairman               $10,000
                     Member
    Meeting Fees     Chairman(1)            $ 5,000
                     Member(1)              $ 1,500

                                            $ 1,000


Compensation Committee:
    Annual Fee       Chairman               $ 5,000
                     Member                 $ 1,000
    Meeting Fees     Chairman               $ 1,500
                     Member                 $ 1,000



Other Committees:
     Annual Fee     Chairman                $ 2,000
                    Member                  $ 1,000
     Meeting Fees   Chairman                $ 1,500
                    Member                  $ 1,000


(1)    	The Audit Committee members receive no meeting fees for
        the four regularly scheduled quarterly meetings; the
        meeting fees shown apply only to the year-end additional
        meeting.



Actual Fiscal 2011 Director Compensation

       The following table shows the compensation paid to each of
our non-employee directors during the 2011 fiscal year.

             Director Compensation for Fiscal 2011

                                                        All Other
                    Fees Earned  Stock Awards  Option  Compensation
                    or Paid in     ($)(1)(2)   Awards      ($)
Name                Cash ($)                   ($)(3)             Total ($)









John E. Anderson
$24,000
$47,655
-0-
-0-
$71,655

Charles E. Commander
 III
$33,000
        $47,655
-0-
-0-
     $80,655

Luke E. Fichthorn
 III
$26,000
$47,655
-0-
-0-
     $73,655(4)

Robert H. Paul III
$36,750
$47,655
-0-
-0-
     $84,405

H. W. Shad III
$36,000
$47,655
-0-
-0-
$83,655

Martin E. Stein, Jr.
$31,000
        $47,655
      -0-
-0-
$78,655

James H. Winston
$29,000
$47,655
-0-
-0-
$76,655


(1) Each non-employee director was awarded 1,500 shares of the Company's
    common stock on February 2, 2011. The value was determined using the
    closing price of the Company's common stock on the Nasdaq Stock Market
    on February 2, 2011 which was $31.77.
(2) For stock awards, the aggregate grant date fair value computed in
    accordance with FASB Topic 718(Column (c)).
(3) For awards of options, with or without tandem SAR's (including awards
    that have subsequently been transferred), the aggregate grant date
    fair value computes in accordance with FASB ASC Topic 718 (Column (d)).
(4) Mr. Fichthorn also receives consulting fees of $30,000 per year for
    financial consulting services provided to the Company.

    The following table sets forth information regarding stock options
held by our non-employee directors as of September 30, 2011:

                     Number of
                     Securities
                     Underlying     Option        Option
                     Unexercised   Exercise     Expiration
Director               Options     Price ($)       Date
-----------------------------------------------------------






Charles E. Commander
 III
3,000       10.577       02/03/2014
                       3,000       10.633       05/04/2014
                       3,000       10.917       08/03/2014
                       3,000       11.333       10/05/2014
                       3,000       14.970       11/30/2014
                       3,000       14.833       05/03/2015
                       3,000       20.133       08/02/2015


Luke E. Fichthorn III
3,000        5.977       12/04/2011
                       3,000        9.667       02/05/2012
                       3,000       10.147       04/30/2012
                       3,000        7.553       08/06/2012
                       3,000        7.200       10/02/2012
                       3,000        7.923       12/03/2012
                       3,000        8.637       02/04/2013
                       3,000        8.800       05/07/2013
                       3,000        9.400       08/05/2013
                       3,000       10.033       09/30/2013
                       3,000       10.197       12/02/2013



                       3,000       10.577       02/03/2014
                       3,000       10.633       05/04/2014
                       3,000       10.917       08/03/2014
                       3,000       11.333       10/05/2014
                       3,000       14.970       11/30/2014
                       3,000       15.167       01/25/2015
                       3,000       14.833       05/03/2015
                       3,000       20.133       08/02/2015



Robert H. Paul III
     3,000
7.553       08/06/2012
                       3,000        7.200       10/02/2012
                       3,000        7.923       12/03/2012
                       3,000        8.637       02/04/2013
                       3,000        8.800       05/07/2013
                       3,000        9.400       08/05/2013
                       3,000       10.033       09/30/2013
                       3,000       10.197       12/02/2013
                       3,000       10.577       02/03/2014
                       3,000       10.633       05/04/2014
                       3,000       10.917       08/03/2014
                       3,000       11.333       10/05/2014
                       3,000       14.970       11/30/2014
                       3,000       15.167       01/25/2015
                       3,000       20.133       08/02/2015


H.W. Shad III
           --
--
--


Martin E. Stein, Jr.
   3,000        9.667       02/05/2012
                       3,000       10.147       04/30/2012
                       3,000        7.553       08/06/2012
                       3,000        7.200       10/02/2012
                       3,000        7.923       12/03/2012
                       3,000        8.637       02/04/2013
                       3,000        8.800       05/07/2013
                       3,000       10.033       09/30/2013
                       3,000       10.197       12/02/2013
                       3,000       10.633       05/04/2014
                       3,000       11.333       10/05/2014
                       3,000       14.970       11/30/2014
                       3,000       15.167       01/25/2015
                       3,000       14.833       05/03/2015
                       3,000       20.133       08/02/2015



James H. Winston
3,000        8.800       05/07/2013
                       3,000        9.400       08/05/2013
                       3,000       10.033       09/30/2013
                       3,000       10.197       12/02/2013
                       3,000       10.633       05/04/2014
                       3,000       10.917       08/03/2014
                       3,000       11.333       10/05/2014
                       3,000       14.970       11/30/2014
                       3,000       15.167       01/25/2015
                       3,000       20.133       08/02/2015






Compensation Committee Interlocks and Insider Participation

	None of the members of the Compensation Committee (i) was an
officer or employee of the Company or any of its subsidiaries during
the 2011 fiscal year, or (ii) had any relationship requiring disclosure
by the Company under the rules of the Securities and Exchange Commission
requiring disclosure of certain relationships and related party
transactions.  None of our executive officers serves as a member of the
board of directors or compensation committee of any entity that has one
or more executive officers serving on our Board of Directors or
Compensation Committee.

                    RELATED PARTY TRANSACTIONS

Consulting Arrangement

	Mr. Fichthorn provided the Company with financial consulting
and other services during the 2011 fiscal year for which he received
$30,000.

	In the opinion of the Company, the terms, conditions,
transactions and payments under the agreements with the persons
described above were not less favorable to the Company than those
which would have been available from unaffiliated persons.

Policies and Procedures

	The Audit Committee of the Board of Directors is responsible
for reviewing and approving all material transactions with any related
party not previously approved by the Company's Independent Directors.
This responsibility is set forth in writing in our Audit Committee
Charter, a copy of which charter is available at www.patriottrans.com
under Corporate Governance. In certain cases, transactions have been
approved by a committee consisting of all independent directors.
Related parties include any of our directors or executive officers,
and certain of our shareholders and their immediate family members.

       To identify related party transactions, each year, we submit
and require our directors and officers to complete Director and Officer
Questionnaires identifying any transactions with us in which the officer
or director or their family members have an interest. We review related
party transactions due to the potential for a conflict of interest. A
conflict of interest occurs when an individual's private interest
interferes, or appears to interfere, in any way with our interests. Our
Code of Business Conduct and Ethics requires all directors, officers and
employees who may have a potential or apparent conflict of interest to
immediately notify our Chief Financial Officer.

       We expect our directors, officers and employees to act and make
decisions that are in our best interests and encourage them to avoid
situations which present a conflict between our interests and their
own personal interests. Our directors, officers and employees are
prohibited from taking any action that may make it difficult for them
to perform their duties, responsibilities and services to Patriot in
an objective and effective manner. In addition, we are strictly
prohibited from extending personal loans to, or guaranteeing personal
obligations of, any director or officer. Exceptions are only
permitted in the reasonable discretion of the Board of Directors.

       A copy of our Code of Business Conduct and Ethics (as revised
on May 7, 2008) is available at www.patriottrans.com under Corporate
Governance.

	COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

       The following table and notes set forth the beneficial ownership of
common stock of the Company by each person known by the Company to own
beneficially more than 5% of the common stock of the Company. Percentage
calculations are based on the outstanding shares of the Company's common
stock on November 26, 2011.

             Name and Address     Amount and Nature of
Title        of Beneficial Owner  Beneficial Ownership(1) Percentage of Class
-----------------------------------------------------------------------------

Common
Edward L. Baker            749,991(2)              7.6%
              John D. Baker II         1,379,207(2)             14.0%
              501 Riverside Avenue,
              Suite 500
              Jacksonville, FL 32202






Common
Sarah B. Porter and        913,911                 9.3%
               Cynthia P. Ogden, as
               trustees for the separate
               trust for Sarah B. Porter
               created under the Cynthia
               L'Engle Baker Trust u/a/d
               April 30, 1965
               1165 5th Avenue #10-D
               New York, NY  10029


Common
Royce & Associates, LLC  1,375,497(3)            14.0%
               1414 Avenue of the Americas
               New York, NY 10019



Common
T. Rowe Price Associates,  803,970(4)             8.2%
                Inc.
               100 E. Pratt Street
               Baltimore, MD 21202



(1)	The ownership in this chart reflects an adjustment for the
        3-for-1 stock split as of January 17, 2011.

(2)	See Common Stock Ownership by Directors and Executive Officers
        and the accompanying notes for further details on shares
        beneficially owned by Edward L. Baker and John D. Baker II.

(3)	In a Schedule 13G filed with the Securities and Exchange
        Commission on January 19, 2011, Royce & Associates, LLC
        reported that, as of December 31, 2010, it had sole voting
        and dispositive power with respect to 458,499 shares. The
        ownership number in the Schedule 13G does not reflect an
        adjustment for the 3-for-1 stock split as of January 17, 2011.

(4)	In a Schedule 13G filed with the Securities and Exchange
        Commission on  February 10, 2011, T. Rowe Price Associates,
        Inc. reported that, as of December 31, 2010, it has sole
        voting power with respect to 790 shares and sole dispositive
        power with respect to 267,990 shares, which number includes
        266,500 shares to which T. Rowe Price Small Cap Value Fund,
        Inc. has sole voting power. The ownership number in this
        Schedule 13G does not reflect an adjustment for the 3-for-1
        stock split as of January 17, 2011.

         COMMON STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

	The following table and notes set forth the beneficial ownership
of common stock of the Company by each director and each non-director
named in the Summary Compensation Table and by all officers and directors
of the Company as a group as of November 26, 2011.

                  Name of         Amount and Nature
 Title           Beneficial         of Beneficial     Percentage
of Class           Owner            Ownership(1)      of Class
-----------------------------------------------------------------

Common
John E. Anderson
          65,400
             *

Common
Edward L. Baker
          749,991(2)
        7.6%

Common
John D. Baker II
       1,379,207(3)(6)
    14.0%

Common
Thompson S. Baker II
     120,225(4)
        1.2%

Common
        Charles E. Commander III  36,000
             *

Common
        David H. deVilliers Jr.
   76,226
             *

Common
Luke E. Fichthorn III
    123,834(5)
        1.3%

Common
John D. Klopfenstein
      10,207
             *

Common
        John D. Milton, Jr.
       67,500
             *

Common
Robert H. Paul III
        57,300
             *

Common
Robert E. Sandlin
         28,003.9
           *

Common
 H. W. Shad III
             8,500
             *

Common
Martin E. Stein, Jr.     192,900(6)
       2.0 %

Common
James H. Winsto           68,854
             *

Common
All Directors and Officers
              As a group (15 people) 2,984,147.9        30.4%


*Less than 1%




(1)	The preceding table includes the following shares held
        under the Company's Profit Sharing and Deferred Earnings
        Plan and shares underlying options that are exercisable
        within 60 days of November 26, 2011 and reflect an
        adjustment for the 3-for-1 stock split as of January 17, 2011.



                               Shares Under        Shares Under
                           Profit Sharing Plan       Options
                           -------------------     ------------



John E. Anderson
-0-
                  -0-

Edward L. Baker
-0-
              48,000

John D. Baker II
-0-
              54,000

Thompson S. Baker II
-0-              54,000

Charles E. Commander III
-0-
              21,000

David H. deVilliers Jr.
-0-
              68,426

Luke E. Fichthorn III
-0-
              54,000

John D. Klopfenstein
8,107
                2,100

John D. Milton, Jr.
-0-
              45,000

Robert H. Paul III
                -0-
              45,000

Robert E. Sandlin
             12,231.5
             15,321

H.W. Shad III
                     -0-
                  -0-

Martin E. Stein, Jr.
-0-
              45,000

James H. Winston
-0-
              30,000






(2)	Includes 174,597 shares held in trust for the
        benefit of children of John D. Baker II as to which
        Edward L. Baker has sole voting power and sole investment
        power but as to which he disclaims beneficial ownership;
        1,296 shares held by a trust for which Edward L. Baker is
        a co-trustee with SunTrust Bank and to which he has potential
        income rights; and 1,200 shares directly owned by his wife,
        as to which he disclaims beneficial ownership.

(3)	Includes 5,889 shares directly owned by the living trust of
        Mr. Baker's wife and 20,001 shares held in a trust
        administered by an independent trustee for the benefit of Mr.
        Baker's spouse and children, as to which he disclaims beneficial
        ownership. The amount shown for Mr. Baker does not include an
        aggregate of 174,597 shares held by certain trusts that are
        administered by Edward L. Baker, as trustee, for the benefit of
        Mr. Baker's children and in which neither John D. Baker II nor
        Edward L. Baker has a pecuniary interest. The amount shown for
        Mr. Baker also does not include shares owned by his adult son,
        Edward L. Baker II, that were previously held in trust and
        previously included in Mr. Baker's reported ownership.

(4)	Includes 2,199 shares directly owned by Mr. Baker's spouse
        and 6,597 shares held for the benefit of Mr. Baker's minor
        children.

(5)	Includes 300 shares owned by the spouse of Mr. Fichthorn as
        to which he disclaims any beneficial interest and 9,000
        shares owned by the M/B Disbro Trust, of which Mr. Fichthorn
        is a co-trustee and beneficiary.

(6)	Includes 120,900 shares owned by Regency Square II, a Florida
        general partnership. Mr. Stein owns a 2.5248% partnership
        interest and is a co-trustee and a beneficiary of a testamentary
        trust that holds a 46.21% interest in the partnership. John D.
        Baker II also is a co-trustee of this testamentary trust and so
        may be deemed to have shared voting and dispositive power as to
        the shares owned by the partnership. John D. Baker II disclaims
        any beneficial interest in such shares.

                             AUDIT COMMITTEE REPORT

       The Audit Committee reviews the Company's financial reporting process
on behalf of the Board of Directors.  Management has the primary
responsibility for the financial statements and the reporting process,
including the system of internal controls. The Audit Committee also
selects the Company's independent registered public accounting firm.
During fiscal 2011, the Audit Committee held four formal meetings.

       In this context, the Audit Committee has met and held discussions
with management and the independent registered public accounting firm
regarding the fair and complete presentation of the Company's results
and the





assessment of the Company's internal control over financial
reporting. The Committee has discussed significant accounting policies
applied by the Company in its financial statements, as well as
alternative treatments. Management represented to the Committee that the
Company's consolidated financial statements were prepared in accordance
with accounting principles generally accepted in the United States of
America, and the Committee has reviewed and discussed the consolidated
financial statements with management and the independent registered
public accounting firm. The Committee discussed with the independent
registered public accounting firm matters required to be discussed by
Statement on Auditing Standards No. 61 (Communications with Audit
Committees).

       In addition, the Audit Committee has received the written
disclosures and the letter from the independent auditor required by
the Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) and has discussed with the
independent auditor the auditor's independence from the Company and
its management. The Committee also has considered whether the
independent auditor's provision of non-audit services to the Company
is compatible with the auditor's independence. The Committee has
concluded that the independent auditor is independent from the Company
and its management.

       The Audit Committee reviewed and discussed Company policies with
respect to risk assessment and risk management.

       The Audit Committee discussed with the Company's independent
auditor the overall scope and plans for the audit. The Audit Committee
meets with the independent auditors, with and without management present,
to discuss the results of their examinations, the evaluations of the
Company's internal controls, and the overall quality of the Company's
financial reporting.

       In reliance on the reviews and discussions referred to above,
the Audit Committee recommended to the Board of Directors, and the
Board has approved, that the audited financial statements be included
in the Company's Annual Report on Form 10-K for the year ended
September 30, 2011, for filing with the Securities and Exchange Commission.

       Submitted by:			H.W. Shad III, Chairman
                                        Charles E. Commander III
                                        Robert H. Paul III
				        Members of the Audit Committee

       The Audit Committee Report does not constitute soliciting material,
and shall not be deemed to be filed or incorporated by reference into any
other Company filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates the Audit Committee Report by reference
therein.



                INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

       The Audit Committee has selected Hancock Askew & Co., LLP ("HA") to
serve as the Company's principal public accountants, subject to satisfactory
negotiation of an annual fee agreement. Representatives of HA are expected to
be present at the shareholders' meeting with the opportunity to make a
statement if they so desire and will be available to respond to appropriate
questions.

Audit and Non-Audit Fees

	The following table presents fees billed or to be billed by the
Company's independent registered public accounting firm for the audit of
the Company's financial statements for fiscal years 2010 and 2011 and for
other services performed during such periods.



                                 2010
           2011
                                 ----           ----

Audit Fees(1)
      $  220,227
     $  214,613

Audit Related Fees (2)
           23,520
         19,500

Tax Fees
                         -0-            -0-

All Other Fees
                    -0-            -0-







Total
                        $  243,747
     $  234,113



(1) Audit services include work performed in connection with
    the review of the Company's quarterly financial statements, the
    audit of the Company's annual financial statements and the
    audit of management's assessment of internal control over financial
    reporting.
(2) Audit related fees consisted principally of audits of employee
    benefit plans.

Pre-Approval of Audit and Non-Audit Services

	Under the Company's amended Audit Committee Charter, the Audit
Committee is required to pre-approve all auditing services and
permissible non-audit services, including related fees and terms, to be
performed for the Company by its independent auditor, subject to the de
minimus exceptions for non-audit services described under the Exchange
Act which are approved by the Audit Committee prior to the completion of
the audit. The Audit Committee pre-approved all audit services,
audit-related services and tax review, compliance and planning services
performed for the Company by Hancock Askew & Co., LLP during fiscal 2011.

                          ADDITIONAL INFORMATION

Shareholder Proposals

       Proposals of shareholders intended to be included in the Company's
proxy statement and form of proxy relating to the annual meeting of
shareholders to be held in early 2013 must be delivered in writing to
the principal executive offices of the Company no later than August 25,
2012. The inclusion of any proposal will be subject to the applicable
rules of the Securities and Exchange Commission.

       Except for shareholder proposals to be included in the Company's
proxy materials, the deadline for nominations for directors submitted
by a shareholder is forty days before the next annual meeting, and for
other shareholder proposals is November 10, 2012. Proposals must be
sent to the Secretary of the Company at our principal executive offices.
Any notice from a shareholder nominating a person as director must
include certain additional information as specified in our Articles of
Incorporation.

       The Company may solicit proxies in connection with next year's
annual meeting which confer discretionary authority to vote on any
shareholder proposals of which the Company does not receive notice
by November 10, 2012.

Section 16(a) Beneficial Ownership Reporting Compliance

       Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's executive officers, directors and beneficial owners of
10% or more of the Company's outstanding common stock to file initial
reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission, NASDAQ and the Company. Based
solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive
officers and directors, the Company believes all persons subject to
these reporting requirements filed the required reports on a timely
basis, other than: (i) H.W. Shad III, who failed to timely file
reports on Form 4 relating to six dispositions of the Company's
common stock acquired upon exercise of expiring stock options
between May 23, 2011 and May 31, 2011; (ii) David H. deVilliers
Jr., who failed to timely file six reports on Form 4 relating to
three acquisitions by exercise of stock options and three
dispositions of the Company's common stock between February 9,
2011 and February 18, 2011; (iii) Luke E. Fichthorn III, who was
one day late in filing two reports on Form 4 relating to two
acquisitions of the Company's common stock upon exercise of
expiring stock options on January 3, 2011; (iv) John D. Baker II,
who failed to timely file one report on Form 4 relating to one
acquisition of the Company's common stock on May 25, 2011; and (v)
James H. Winston, who was three days late in filing one report on
Form 4 relating to one disposition of the Company's common stock
on December 1, 2010.

Annual Report on Form 10-K

       Shareholders may receive without charge a copy of Patriot
Transportation Holding, Inc.'s annual report to the Securities
and Exchange Commission on Form 10-K including the financial
statements and the financial statement schedules by writing to
the Secretary of the Company at 501 Riverside Avenue, Suite 500,
Jacksonville, Florida 32202. This report also is available
through our website, www.patriottrans.com.




                               BY ORDER OF THE BOARD OF DIRECTORS


December 14, 2011		     John D. Milton, Jr.
                                         Secretary

       PLEASE RETURN THE ENCLOSED FORM OF PROXY, DATED AND SIGNED,
      IN THE ENCLOSED ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE.






             PATRIOT TRANSPORTATION HOLDING, INC.

             PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS CALLED FOR FEBRUARY 1, 2012.

	The undersigned hereby appoints Edward L. Baker and John D. Baker
II, or either of them, the attorneys, agents and proxies of the undersigned
with full power of substitution to vote all the shares of common stock of
Patriot Transportation Holding, Inc. (the "Company") which the undersigned
is entitled to vote at the Annual Meeting of Shareholders of the Company to
be held in the Riverfront Conference Room at the St. Joe Building, 245
Riverside Avenue, Jacksonville, Florida on February 1, 2012, at 10 o'clock
in the morning, local time, and all adjournments thereof, with all the
powers the undersigned would possess if then and there personally present.
Without limiting the general authorization and power hereby given, the
above proxies are directed to vote as instructed on the matters on the
reverse side:

          (Continued and to be signed on the reverse side.)




                ANNUAL MEETING OF SHAREHOLDERS OF

               PATRIOT TRANSPORTATION HOLDING, INC.

                        February 1, 2012

         NOTICE OF INTERNET AVAILABLITY OF PROXY MATERIAL:
         -------------------------------------------------
       The Notice of Meeting, proxy statement and proxy card
               are available at www.patriottrans.com

                     Please sign, date and mail
                       your proxy card in the
                     envelope provided as soon
                           as possible.


	1.	The election of three directors to each serve for a term
of four years.

                          NOMINEES:
/ / FOR ALL NOMINEES      / / John D. Baker II
                          / / Luke E. Fichthorn III
/ / WITHHOLD AUTHORITY    / / H.W. Shad III
    FOR ALL NOMINEES

/ / FOR ALL EXCEPT
    (See instructions below)


INSTRUCTIONS: To withhold authority to vote for any individual nominee(s),
mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here:
---------------------------------------------------------------------

 2.   The ratification of the Audit Committee's selection of Hancock
Askew & Co., LLP, as the Independent Registered Public Accounting Firm
(auditors) for fiscal 2012.

        / / FOR            / / AGAINST          / / ABSTAIN

3.	The advisory approval of the compensation of the Company's named
executive officers.

	/ / FOR            / / AGAINST          / / ABSTAIN

 4.   To transact such other business as may properly come before the
meeting or any adjournments thereof.


Shares represented by properly executed and returned proxies will be voted
at the meeting in accordance with the undersigned's directions or, if no
directions are indicated, will be voted in favor of the election of the
nominees proposed in this proxy statement, for ratification of the
Independent Registered Public Accounting Firm, for advisory approval of
the compensation of the Company's named executive officers and, if any
other matters properly come before the meeting, in accordance with the
best judgment of the persons designated as proxies.

The undersigned hereby revokes any proxy heretofore given with respect
to the shares owned by the undersigned, acknowledges receipt of the
Notice and the Proxy Statement for the meeting accompanying this proxy,
each dated December 14, 2011, and authorizes and confirms all that the
appointed proxies or their substitutes, or any of them, may do by virtue
hereof.

                        Dated: ------------------------------------


			-------------------------------------------
                        Signature


                        ------------------------------------------
                        Signature, if held jointly

               IMPORTANT:  Please date this proxy and sign exactly as
               your name or names appear(s) hereon.  If the stock is
               held jointly, signatures should include both names.
               Personal representatives, trustees, guardians and
               others signing in a representative capacity should
               give full title.  If you attend the meeting, you may,
               if you wish, withdraw your proxy and vote in person.



         PLEASE RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE.

             Proxy Statement dated December 14, 2011