Mail Stop 7010

      March 14, 2006



Mr. John D. Milton, Jr.
Executive Vice President, Treasurer and Chief Financial Officer
Florida Rock Industries, Inc.
155 East 21st Street
Jacksonville, Florida 32206

	RE: 	Form 10-K for the Fiscal Year ended September 30, 2005
		Form 10-Q for the Quarter ended December 31, 2005
                    	File No. 1-7159

Dear Mr. Milton:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended September 30, 2005

General
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your response what the
revisions will look like.  These revisions should be included in
your
future filings, including your interim filings where applicable.
Legal Proceedings
2. In future filings, please disclose the tons delivered and
estimated reserves associated with the Miami Quarry.

Management Analysis
3. In your Business Segments footnote you disclose that operating
profit is the measure used by the chief operating decision maker
to
evaluate segment performance.  In future filings, please provide
an
in-depth discussion and analysis of operating profit for each of
your
segments.  As part of the revised disclosures, please ensure that
you
quantify the impact of the increases or decreases in operating
profit
due to pricing, changes in volume and variations in selling,
general
and administrative expenses.

Financial Statements
4. Your allowance for doubtful accounts has decreased from
$3,419,357
at September 30, 2003 to $2,300,603 at September 30, 2005.  Over
this
same period, your accounts receivable balance has increased from
$106,954,000 in 2003 to $146,501,000 in 2005, and the number of
days
accounts receivable are outstanding from 42 days in 2004 to 47
days
in 2005.

In addition, it appears that your charge-offs of accounts
receivable
have exceeded your provision for doubtful accounts in 2004 and
2005.
Your provisions for bad debts have decreased from $1.2 million in
2003 to $777K in 2004 to $258K in 2005.  During the 2006 first
quarter it appears that you strengthened your reserves by
increasing
your allowance for bad debts from $2.3 million at year-end to $2.9
million at 12/31/2005 even though the receivable balance decreased
from $147 million at year-end to $136 million at 12/31/2005.

In future filings, when seemingly inconsistent trends exist, and
they
are material to an understanding of your operations, please
provide
an analysis of the underlying factors that cause the
inconsistency.

Note 1.  Accounting Policies

Property, Plant and Equipment
5. The estimated useful lives range for machinery and equipment of
3
to 20 years is very broad.  In future filings, please separately
disclose the range of useful lives for each property category
included within machinery and equipment.  For property categories
that still have very broad useful lives, you should separately
discuss the types of assets that fall in each part of the range.
6. In future filings please include the following information:

- - Total depletion for each period;
- - Total units of production;
- - Total units in estimated proven reserves.

You should reconcile your units of production and reserves to the
disclosures in Item 2. Properties.  Any changes in assumptions,
and
or proven reserves should be discussed in MD&A, as applicable to
an
understanding of your operations.

Repairs and Maintenance
7. Under Management Analysis you disclosed that planned
maintenance
expenses can be significant and that they are expensed when
incurred.
Given the potential materiality of these expenses, in future
filings
please disclose the types of costs included in planned major
maintenance expenses as required by EITF D-88.  Please also
disclose
the line item where planned major maintenance expenses are
recognized
in your statements of income.

Note 2.  Asset Retirement Obligation
8. You disclosed that you cannot reasonably estimate the fair
value
of the asset retirement obligation for substantially all the
concrete
products segment and all the cement segment since you are unable
to
estimate the date the obligation would be incurred or the cost of
the
obligation. Please provide us with a general description of your
various asset retirements obligations and a description of the
laws,
regulations, legal obligation or industry practice that lead you
to
believe that an obligation has been incurred for each of your
asset
retirement obligations.
9. Please provide us with a description of relevant industry
practice
employed to settle each of your asset retirement obligations and
the
expected useful life of each asset for which you have an asset
retirement obligation.  Please note that uncertainty about
performance does not defer the recognition of a retirement
obligation
since the uncertainty is factored into the measurement of the
asset
retirement liability through assignment of probabilities to cash
flows based on the guidance in paragraph A14 of SFAS 143.
10. Given that under FIN 47 you are required to disclose the
reasons
why you can not estimate the fair value of an asset retirement
obligation, please describe to us in a comprehensive manner why
you
can not reasonably estimate the fair value of each of your asset
retirement obligations given your experience in your industry.  Be
sure to include as part of this discussion a description of the
data
that you feel is necessary, that you presently do not have, in
order
to record the cost of your obligation.

Note 14.  Business Segments
11. You disclose that you operate in three business segments that
primarily serve the construction industry.  Please tell us the
factors that the chief operating decision maker considered in
aggregating the calcium products within your cement and calcium
segment.  Please also tell us the amount of revenues, profit or
loss,
and assets of the calcium product line or business.  Please refer
to
paragraphs 10-17 of SFAS 131.
12. Please separately identify and describe the items that
comprise
corporate overhead that reconcile to operating income.  Please
refer
to paragraph 32 of SFAS 131.


Form 10-Q for the quarter ended December 31, 2005
13. Please address the comments above in your interim filings as
well.



*    *    *    *



      		Please respond to these comments within 10 business
days, or tell us when you will provide us with a response.  Please
provide us with a response letter that keys your responses to our
comments and provides any requested information.  Detailed letters
greatly facilitate our review.  Please file your response on EDGAR
as
a correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      	We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filings reviewed by the
staff
to be certain that they have provided all information required
under
the Securities Exchange Act of 1934 and that they have provided
all
information investors require for an informed decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

		In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

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

* staff comments or changes to disclosure in response to staff
comments 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.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

       	If you have any questions regarding these comments,
please
direct them to Gus Rodriguez, Staff Accountant, at (202) 551-3752
or,
in his absence, to the undersigned, at (202) 551-3689.



          					Sincerely,



     							John Hartz

Senior Assistant Chief Accountant

John D. Milton, Jr.
Florida Rock Industries, Inc.
March 14, 2006
Page 1 of 5



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE