FRPH FRP Holdings Inc

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 13, 2009

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

501 Riverside Avenue,
Suite 500
Jacksonville, Florida 32202
------------------------ -----------------
(Address of principal
executive offices) (Zip Code)

Registrant's telephone number, including area code: (904) 396-5733

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

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

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

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

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

CURRENT REPORT ON FORM 8-K

PATRIOT TRANSPORTATION HOLDING, INC.

August 13, 2009

ITEM 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 13, 2009, Patriot Transportation Holdings, Inc. (the "Company") issued a press release announcing its earnings for the third quarter of fiscal 2009. A copy of the press release is furnished as Exhibit 99.1.

The information in this report (including the exhibit) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

99.1 Press Release dated August 13, 2009.

SIGNATURES

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

PATRIOT TRANSPORTATION HOLDING, INC.

Date: August 13, 2009 By: /s/ John D. Milton, Jr.

 ------------------------------------
 John D. Milton, Jr.
 Vice President, and Chief Financial
 Officer

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