8-K

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

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                                FORM 8-K
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                               CURRENT REPORT
                      Pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported):  December 30, 2014

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                             FRP HOLDINGS, INC.
           (Exact name of registrant as specified in its charter)
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	   FLORIDA		0-17554		47-2449198
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	   (State or other	(Commission	(I.R.S. Employer
	   jurisdiction		File Number)	Identification No.)
	   of incorporation

200 W. Forsyth Street, 7th Floor, Jacksonville, FL
Jacksonville, Florida					        32202
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(Address of principal executive offices)		     (Zip Code)

Registrant's telephone number, including area code:  (904) 858-9164


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       (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:

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

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

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

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





ITEM 8.01  OTHER EVENTS.

On December 30, 2014, the Board of Directors of FRP Holdings, Inc.
(the "Company") approved the separation of its transportation business from
its real estate business  (the "Separation"), which will be achieved through
the distribution of 100% of the shares of Patriot Transportation Holding, Inc.
("Patriot") to the holders of the  Company's common stock on the record date
of January 9, 2015. The distribution is expected to occur on January 31, 2015.
The Company's shareholders of record will receive one share of Patriot common
stock for every three shares of the Company's common stock held on the record
date.  Following the Separation, Patriot will be an independent, publicly
traded company, and the Company will retain no ownership interest in Patriot.

On December 30, 2014,  the Company issued a press release announcing the
details of the planned distribution of the common stock of Patriot. The press
release, which is attached hereto as Exhibit 99.1, is incorporated by
reference herein.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

     (d)  Exhibits


Exhibit
Number      Description
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99.1*       Press Release, dated December 30, 2014.

* Filed herewith.



                                 SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

				FRP HOLDINGS, INC.


Date:  December 30, 2014	By:  /s/ John D. Milton, Jr.
      				-------------------------------------------
				John D. Milton, Jr.
				Executive Vice President
                                and Chief Financial Officer




                                EXHIBIT INDEX

Exhibit
Number      Description
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99.1*       Press Release, dated December 30, 2014.

* Filed herewith.

EX-99

            FRP HOLDINGS, INC./NEWS
Contact:    John D. Milton, Jr.
            Chief Financial Officer      904/858-9164

Jacksonville, Florida - December 30, 2014 - FRP Holdings, Inc. (NASDAQ: FRPH)
announced today that its board of directors has unanimously approved the
strategic separation of its transportation business, known as Patriot
Transportation Holding, Inc. ("New Patriot") from its real estate business.
FRPH's real estate business will continue under the name FRP Holdings, Inc.

FRPH's Board of Directors approved a dividend of New Patriot common stock on
January 31, 2015, the "distribution date," to FRPH common shareholders of
record as of the close of business on January 9, 2015, the "record date."
On the distribution date, FRPH shareholders will receive one share of
New Patriot common stock for every three shares of FRPH common stock held by
them on the record date. Shareholders will receive cash in lieu of fractional
shares of New Patriot common stock.

After the distribution, New Patriot will be an independent company, and FRPH
will retain no ownership interest. New Patriot has received approval for the
listing of its common stock on NASDAQ and will begin trading under the symbol
"PATI" on February 2, 2015.

Prior to the distribution date, FRPH and New Patriot will enter into a
separation and distribution agreement and various other agreements related to
the spin-off and the post spin-off relationship of the two companies.

The distribution of New Patriot common stock is subject to the satisfaction
or waiver of certain conditions, all of which FRPH expects to be satisfied by
the distribution date. New Patriot's information statement on Form 10, as
amended, has been filed with the SEC and is available at sec.gov. A copy of
the information statement filed as part of the registration statement will be
mailed to shareholders shortly after the record date.

No action is required by FRPH shareholders to receive the New Patriot shares,
which will be distributed electronically in direct registration (book-entry)
form.

FRPH expects that a "when-issued" public trading market for New Patriot common
stock will commence on or about January 7, 2015 under the symbol "PATI", and
will continue through the distribution date. FRPH also anticipates that
"regular way" trading of New Patriot common stock will begin on February 2,
2015, the first trading day following the distribution date.

FRPH shares will continue to trade "regular way" through and after the
distribution date. FRPH expects "ex-distribution" trading to begin on
January 7, 2015 and to continue through the close of business on the
distribution date. FRPH shareholders as of the record date who sell those
shares ex-distribution will still receive the New Patriot shares to which
they are entitled.

Nelson Mullins Riley & Scarborough is acting as legal advisor for the
transaction.

Investors are cautioned that any statements in this press release which
relate to the future are, by their nature, subject to risks and uncertainties
that could cause actual results and events to differ materially from those
indicated in such forward-looking statements.  These include general economic
conditions; competitive factors; political, economic, regulatory and climatic
conditions; driver availability and cost; the impact of future regulations
regarding the transportation industry; freight demand for petroleum product
and levels of construction activity in the Company's markets; fuel costs; risk
insurance markets; demand for flexible warehouse/office facilities; ability to
obtain zoning and entitlements necessary for property development; interest
rates; levels of mining activity; pricing; energy costs and technological
changes.  Additional information regarding these and other risk factors and
uncertainties may be found in the Company's filings with the Securities and
Exchange Commission.

FRP Holdings, Inc. is engaged in the transportation and real estate
businesses. The Company's transportation business is conducted through Florida
Rock & Tank Lines, Inc. which is a Southeastern transportation company
concentrating in the hauling by motor carrier of liquid and dry bulk
commodities.  The Company's real estate group, comprised of FRP Development
Corp. and Florida Rock Properties, Inc., acquires, constructs, leases,
operates and manages land and buildings to generate both current cash flows
and long-term capital appreciation.  The real estate group also owns real
estate which is leased under mining royalty agreements or held for investment.