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

FORM 8-K/A

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

Date of Report (Date of earliest event reported): January 8, 2015

FRP HOLDINGS, INC.
(Exact name of registrant as specified in its charter) 
           FLORIDA              0-17554         47-2449198
           --------------       ----------      ---------------
           (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
--------------------------------------------------            ---------
(Address of principal executive offices)                     (Zip Code)

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

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

Check the appropriate box below if the Form 8-K/A 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))

EXPLANATORY NOTE

This report amends the current report on Form 8-K filed by FRP Holdings, Inc. with the Securities and Exchange Commission on December 30, 2014, to modify the distribution date of the previously announced spin-off of the transportation business from January 31, 2015 to January 30, 2015.

ITEM 8.01 OTHER EVENTS.

On December 30, 2014, 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 30, 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 as Exhibit 99.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on December 30, 2014, is incorporated by reference herein.

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:  January 8, 2015          By:  /s/ John D. Milton, Jr.
                                --------------------------------------
                                John D. Milton, Jr.
                                Executive Vice President
                                and Chief Financial Officer

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