X0202 4 2004-05-06 0 0000037651 FLORIDA ROCK INDUSTRIES INC FRK 0001190089 BAKER JOHN D II PO BOX 4667 JACKSONVILLE FL 32201 1 1 1 0 President and CEO Common Stock 2004-05-06 5 J 0 E 1000000 0 D 7433387 I See footnote Common Stock 2004-05-06 5 J 0 E 1000000 0 A 1000000 I See footnote Common Stock 1913719 I See footnote Common Stock 47373 I See footnote Common Stock 85947 I See footnote Common Stock 85947 I See footnote Common Stock 17766 I See footnote Common Stock 345105 I By Wife's Living Trust Common Stock 90000 I See footnote Common Stock 44028 I See footnote Common Stock 3888 I See footnote The transaction reported is the distribution of 1,000,000 shares of common stock of the issuer by Baker Holdings, L.P. to one of its limited partners, the Cynthia L. Baker Trust U/A/D April 30, 1965 (the "CLB Trust"). As the reporting person is a trustee of the CLB Trust and shares voting and dispositive power over the shares held by the CLB Trust, the reported transaction merely represents a change in the form of the reporting person's beneficial ownership. All share ownership numbers give effect to the 3 for 2 stock split to shareholders of record as of January 2, 2004. Shares held by Baker Holdings, L.P. The reporting person shares voting and dispositive power over all the shares held by Baker Holding, L.P. and has a pecuniary interest in a portion of the shares. The reporting person disclaims beneficial interest in these shares except to the extent of his pecuniary interest therein. Shares held by the CLB Trust, of which the reporting person is a trustee and an income beneficiary. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Shares held by John D. Baker II Living Trust for which the reporting person serves as trustee. The reporting person gave an aggregate 1,100 shares to various members of his family, none of whom share his household. Shares held by Edward L. Baker II Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, Edward L. Baker II. The reporting person disclaims beneficial interest in these shares. Shares held by John D. Baker III Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, John D. Baker III. The reporting person disclaims beneficial interest in these shares. Shares held by Susan Anne Baker Irrevocable Trust. The trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's daughter, Susan Anne Baker. The reporting person disclaims beneficial interest in the shares. Shares held as beneficiary of the Issuer's Employee Benefit Plan (TRAESOP). Shares held by John D. Baker II Irrevocable Trust #1. This trust is administered by an independent trustee and is for the benefit of the reporting person's spouse and children. The reporting person disclaims any beneficial interest in these shares. Shares held by John D. Baker II Irrevocable Trust #2. This trust is administered by the reporting person's brother as trustee and is for the benefit of the reporting person's son, Edward L. Baker II. The reporting person disclaims beneficial interest in these shares. Shares held by STABANCO, nominee of SunTrust Bank. These shares are held in a fiduciary account (in a trust in which SunTrust Bank and the reporting person's brother are trustees) and to which the reporting person has potential income rights. The reporting person disclaims beneficial interest in the shares held by such trust except to the extent of his pecuniary interest therein. /s/Daniel B. Nunn, Jr., Attorney-in-fact for John D. Baker II 2004-05-27