March 18, 2005

Mail Stop: 03-05

Via US Mail and Facsimile

Mr. Ray M. Van Landingham
Chief Financial Officer
1801 Art Museum Drive
Jacksonville, Florida 32207

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 Mr. Van Landingham:

We have reviewed your March 17, 2005 response letter and have the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary.  We also
ask
you to provide us with supplemental information so we may better
understand your disclosure.  Please be as detailed as necessary in
your explanation.  We look forward to working with you in these
respects and welcome any questions you may have about any aspects
of
our review.


* * * * * * * * * * * * * * * * * * * * * * *

Form 10-K for the year ended September 30, 2004

Schedule II.  Valuation and Qualifying Accounts

1. We note from your response to comment 3 that the reason the
accrued balances at the beginning of 2003 and 2004 were
significantly
less than the expenses in the following years was due to insurance
premiums.  Based upon your response, it appears that insurance
premium expenses are not being included in your accruals.  Please
explain why.



* * * * * * * * * * * * * * * * * * * * * * *


As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments
and
provides any requested supplemental information.

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 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 the 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.

You may contact Claire Lamoureux at 202-824-5663 or me at 202-942-
1936 if you have questions.
								Sincerely,


								Linda Cvrkel
								Branch Chief
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Patriot Transportation Holdings, Inc.
March 18, 2005
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