SecProbe.io

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                       March 17, 2005

Ms. Linda Cvrkel
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 03-05
Washington, D.C.  20549

     RE:  Patriot Transportation Holding, Inc.
          Form 10-K for the year ended September 30, 2004
          Form 10-Q for the quarter ended December 31, 2004
          Commission File #: 000-17554

Dear Ms. Cvrkel:

      Thank you for your correspondence dated March 2, 2005.
We  appreciate  your  assistance with  compliance  with  the
applicable disclosure requirements.

      Our responses to your comments are set forth below and
have been keyed to your comments.

FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2004

Statement of Income:
--------------------

  1. We note your presentation of interest expense, net on
     the face of the statements of income. To the extent the
     individual amounts are material, please present interest
     income and interest expense as separate line items in future
     filings, rather than using the net presentation.  See Rule 5-
     03.7 and 5-03.8 of Regulation S-X.

     COMPANY RESPONSE:  In future filings, we will  present
     interest  income and interest expense as separate  line
     items  rather than using the net presentation,  to  the
     extent  the  individual items are  material.  For  your
     information,  interest income was $77,000,  $5,000  and
     $21,000 for the fiscal years ended September 30,  2004,
     2003 and 2002, respectively.

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Notes to the Financial Statements
---------------------------------

Note 1. Accounting Policies
---------------------------

  2. We  note  that  tires are accounted  for  as  a  prepaid
     expense  and  amortized over the  life  of  the  tires.
     Please  supplementally tell us what the useful life  of
     the tires is and if it is greater than one year, please
     tell  us  your  basis for classifying the  tires  as  a
     current asset.

     COMPANY RESPONSE:  Tires are amortized based on  miles
     driven,  and we estimate the average useful life  of  a
     tire  to be approximately 18 months.  We estimate  that
     at  any one time the weighted average life of the tires
     is approximately 9 months.  During Fiscal year 2004, we
     purchased   approximately  $2,119,000  of   tires   and
     expensed  approximately $1,978,000.  We began the  year
     with  $1,788,000 in pre-paid tires and ended  the  year
     with  $1,930,000  in pre-paid tires.  The  increase  in
     prepaid  tires  is  mostly due to an  increase  in  the
     number  of  tractors  and trailers  owned.   For  these
     reasons  we  believe our classification of tires  as  a
     current asset is appropriate.

Schedule II.  Valuation and Qualifying Accounts
-----------------------------------------------

  3. We  note  from  Schedule II that  the  accrued  risk
     insurance and accrued health insurance reserve balances at
     the  beginning  of  fiscal  year  2003  and  2004  were
     significantly lower than the expenses incurred during the
     year.  Based on this trend, please supplementally tell us
     how  you  estimate  the accrual recorded  each  period.
     Additionally, tell us why you believe your reserve as of
     December 31, 2004 is adequate for the expected costs in
     2005.

     COMPANY RESPONSE:   In Schedule II  the  accrued  risk
     insurance  reserve balances at the beginning of  fiscal
     year  2003  and 2004 are significantly lower  than  the
     expenses  incurred during the year because the expenses
     incurred  include  insurance premiums of  approximately
     $3,839,000  in  2003 and $4,406,000  in  2004.  In  the
     future,  we  will  include  a  footnote  to  the  table
     reflecting  the  amount of the risk insurance  premiums
     included in the amounts shown on the Schedule.

     We accrue for our self-insured retained losses on these
     risks  based on historical costs and claims development
     during the year.  The Company uses experienced external
     administrators for its claims processing, adjusting and
     settlements.  Each claim is monitored and reserves  are
     increased or decreased based on continuing analysis  of
     claims as they develop.  We believe our reserve balance
     at December 31, 2004 is adequate based on this on going
     analysis  of claims and periodic loss reserve  analysis
     by independent third parties.

     The  Company  is  self-insured for its employee  health
     insurance  benefits  and carries  stop  loss  insurance
     coverage of $200,000 per covered participant per  year.

<PAGE>

     The  health  benefits program is administered  by  Blue
     Cross  Blue  Shield (BCBS) through their  PPO  network.
     BCBS processes and pays claims and are reimbursed
     by  the Company on a weekly basis. Most claims are paid
     by BCBS within 30 days after the services are provided.
     However,  some  claims for major surgeries,  cancer  or
     heart  conditions may have a lag of 6 months  or  more.
     BCBS  provides the Company with a quarterly claims  lag
     report  which shows claims paid each month compared  to
     date  incurred. From this report we can  determine  the
     lag  in  reporting and paying claims and  estimate  the
     reserves needed for claims incurred but not reported at
     the end of each quarter.

FORM 10-Q FOR THE PERIOD ENDED DECEMBER 31, 2004

  4. We note that you present a combined amount for cost of
     operations on the face of your statements of income on your
     Form 10-Q.  In future filings, please break out the amount
     related to transportation and that related to real estate,
     to be consistent with the presentation of revenues.

     COMPANY RESPONSE:  In future filings, we will break out
     separately   the   cost   of  operations   related   to
     transportation and that related to real estate,  to  be
     consistent with the presentation of revenues.

REPORT ON FORM 8-K DATED DECEMBER 14, 2004

  5. We note the disclosure indicating that the Company may
     be subject to claims for rescission associated with the
     acquisition of approximately 1,560 shares of common stock
     that  were transferred to participants in the Company's
     Profit Sharing and Deferred Earnings Plan during the past
     twelve months.  Please tell us how the shares subject to
     possible rescission have been reflected in the Company's
     December  31,  2004 balance sheet.  If they  have  been
     reflected in stockholders' equity at December 31, 2004,
     please explain in detail why you believe this classification
     is appropriate.  We may have further comment upon receipt of
     your response.  Also, in future filings, please disclose the
     existence of this contingency in the notes to the Company's
     financial statements.

     COMPANY RESPONSE:  The shares of the Company's  common
     stock  which were purchased in the open market  by  the
     Company's Profit Sharing and Deferred Earnings Plan  in
     the  last  twelve months are reflected in shareholders'
     equity at December 31, 2004.  We do not believe that it
     is  necessary to classify separately the shares subject
     to possible rescission because the potential obligation
     to repurchase the shares is not material to our balance
     sheet or our shareholders' equity.

            As  of  December  31, 2004, approximately  1,918
     shares  could be subject to possible rescission claims.
     This  represented approximately 0.07% of the  2,941,475
     shares outstanding on such date.  The 1,918 shares  had
     an  aggregate  market value of $86,291 on December  31,
     2004.     These shares were purchased at

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     prices ranging from a low of $30.015 to a high of $44.03.
     The closing price  of the Company's common stock was $44.99
     as of December  31,  2004 and $52.606 as of March  16,  2004.
     For these reasons, we do not believe that any potential
     rescission  liability would be material to our  balance
     sheet  or  to  our  presentation of  the  shareholders'
     equity.

          You also have requested that in future filings  we
     disclose the existence of this contingency in the notes
     to  the Company's financial statements.  We believe  we
     should  only disclose the contingency in future filings
     to the extent the effect would be material.

The Company hereby acknowledges that:

     * the  Company is responsible for the adequacy  and
       accuracy of the disclosure in the filings;

     * staff comments and changes to disclosure in response to
       staff comments in the filings reviewed by the staff do not
       foreclose the Commission from taking any action with respect
       to the filing; and

     * the Company may not assert staff comments as a defense
       in any proceeding initiated by the Commission or any person
       under the federal securities laws of the United States.

     If  you  have  any comments or questions regarding  our
responses, please contact me at the above-listed address  or
by telephone at (904) 396-5733, Ext. 3100.

                                   Sincerely,

                                   /s/ Ray M. Van Landingham

                                   Ray M. Van Landingham
                                   Vice President and
                                   Chief Financial Officer

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