Patriot Transportation Holding, Inc.

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PATRIOT TRANSPORTATION HOLDING, INC. ANNOUNCES OPERATING RESULTS FOR THE FIRST QUARTER OF FISCAL YEAR 2002 AND THE SIGNING OF AN AGREEMENT TO SELL A 108 ACRE TRACT OF LAND.

Jacksonville, Florida; February 6, 2002 -- Patriot Transportation Holding, Inc. (NASDAQ-PATR) reported net income of $1,346,000 or $.43 per diluted share for the first quarter of fiscal year 2002, a decrease of $783,000 or $.23 per share when compared to the same quarter last year. The decrease was primarily attributable to lower property sales in the first quarter of this year as compared to the same quarter last year. This was partially offset by improved earnings in the rest of the real estate segment and in the transportation segment combined with lower interest expense.

First Quarter Operating Results.Consolidated revenues for the first fiscal quarter ending December 31, 2001, decreased 23.5% to $23,492,000 from $30,700,000 in the same quarter last year. The transportation segment's revenues for the first quarter decreased 20.7% to $19,778,000 from $24,940,000 in the first quarter last year primarily as a result of the closing of the Company's third-party agent/owner-operator subsidiary, Patriot Transportation, Inc., in September, 2001. This subsidiary had revenues of $4,597,000 in the first fiscal quarter of last year. The rest of the decrease in transportation's revenue was due to a 3.3% decline in miles hauled in the continuing operations which resulted primarily from a lower demand for petroleum products due to the recession and decreased travel resulting from the September 11 tragedy. This decline in miles hauled was partially offset by modest price increases. The real estate segment's revenues for the first quarter of fiscal 2002 were $3,714,000, a decrease of $2,046,000 as compared to the same quarter of last year as a result of a $2,587,000 decrease in property sales. This was partially offset by additional rental income from newly developed commercial properties, rent increases and higher royalties due to increased mining.

Consolidated gross profit decreased $1,941,000 to $5,067,000 for the first quarter of fiscal 2002. This decrease is attributable to a $2,066,000 decrease in gross profit from property sales and a decrease in transportation segment gross profit of $75,000, partially offset by a $200,000 increase in gross profit from rents and royalties within the real estate segment.

Selling, general and administrative expense for the first quarter of fiscal 2002 decreased 19.6% to $2,044,000 from $2,542,000 in the same quarter last year. This improvement is primarily due to the elimination of support costs for the closed subsidiary.

Interest expense decreased $129,000 for the first quarter of fiscal 2002 to $794,000 from $923,000 for the same period last year due to lower average interest rates partially offset by additional borrowings.

Income tax expense was $897,000 for the first quarter of this year as compared to $1,419,000 in last year's first quarter as a result of decreased income before income taxes. Income tax expense is 40% of income before income tax for both quarters.

Consequently, net income was $1,346,000 or $.43 per diluted share for the first quarter of fiscal 2002 compared to $2,129,000 or $.66 per diluted share for the same quarter last year.

Agreement to Sell Land. The Company also announced that a subsidiary has signed an Agreement to sell 108 acres of land located in the northwest quadrant of I-395 and I-495 at Edsall Road in Springfield, Virginia to Florida Rock Industries, Inc. (FRI), a related party, for $15,000,000. FRI has ninety days to inspect and investigate the property and may, in its sole discretion, terminate the Agreement during the inspection period. If the Agreement is not terminated during the inspection period closing may occur as soon as 45 days after the inspection period or as late as December 31, 2003. The Agreement was approved by a committee of independent directors of the Company after review of a development feasibility study and other materials, consultation with management and advice of independent counsel.

The Company intends to structure this transaction as a tax deferred exchange under Section 1031 of the United States Internal Revenue Code and the Treasury Regulations promulgated thereunder. If the transaction closes, the Company will recognize a gain on the sale of approximately $7,722,000 net of income taxes, or $2.46 per diluted share. The tract has been rented to a subsidiary of FRI and the Company received rental income of approximately $650,000 for the 2001 fiscal year. Reinvestment of the proceeds from this transaction is expected to facilitate the Company's long-term plan to build and own a portfolio of successful rental properties.

Summary and Outlook.The Company's transportation and real estate segments continue to experience contrasting operating environments. Real estate revenues and profits have remained strong compared to the on-going adverse operating climate facing the transportation segment. Freight demand has softened due to the continuing recession and reduced travel. Sharply higher liability insurance costs plague operating margins for the trucking industry. The Company's transportation segment will continue to emphasize increases in its freight revenue rates to offset increased liability insurance costs. Maximum equipment utilization will also remain a top priority.

Patriot Transportation Holding, Inc. is engaged in the transportation and real estate businesses. The Companys transportation business is conducted through two wholly owned subsidiaries. Florida Rock & Tank Lines, Inc. is a Southeastern transportation company concentrating in the hauling by motor carrier of liquid and dry bulk commodities. SunBelt Transport, Inc. serves the flatbed portion of the trucking industry in the Southeast, Midwest and Mid-Atlantic States, hauling primarily construction materials. The Companys real estate group, through subsidiaries, acquires, constructs, leases, operates and manages land and buildings to generate both current cash flows and long-term capital appreciation.

Patriot Transportation Holding, Inc.
Summary of Consolidated Revenues and Earnings - Unaudited
(Amounts in thousands except per share amounts)

FOR THE FIRST QUARTER ENDED
DECEMBER 31

Revenues
Gross Profit
Income before income taxes
Net income

Earnings per common share:
  -Basic
  -Diluted

Weighted average shares outstanding:
  -Basic
  -Diluted

2001

$23,492
5,067
2,243
1,346

$.43
$.43

3,140
3,142

2000

$30,700
7,008
3,548
2,129

$.66
$.66

3,205
3,205

Investors are cautioned that statements in this press release which relate to the future are, by their nature, subject to risks and uncertainties that could cause actual results and events to differ materially from those indicated in such forward-looking statements. These include general business conditions, competitive factors, political, economic, regulatory, climatic, pricing, energy costs and technological contingencies. Additional information regarding these and other risk factors and uncertainties may be found in the Company's filings with the Securities and Exchange Commission.