PATRIOT TRANSPORTATION HOLDING, INC. ANNOUNCES OPERATING RESULTS FOR THE SECOND QUARTER AND FIRST HALF OF FISCAL YEAR 2002 AND THE APPOINTMENT OF INDEPENDENT AUDITORS.

Jacksonville, Florida; May 1, 2002 -- Patriot Transportation Holding, Inc. (NASDAQ-PATR) reported favorable results for the second quarter and first half fiscal year 2002 for its continuing real estate and transportation businesses. Momentum continued positive within the real estate segment while encouraging results for operating margins and income also were achieved for the Company's transportation business.

The Company reported net income of $1,424,000 or $.45 per diluted share for the second quarter of fiscal year 2002, an increase of $674,000 or 89.9% when compared to the same quarter last year. Net income for the first half of fiscal 2002 was $2,769,000 or $.88 per diluted share, a decrease of $110,000 or 3.8% from the first half of fiscal 2001

Second Quarter Operating Results. For the second quarter of fiscal 2002, consolidated revenues decreased $8,384,000 or 26.7% over the same period last year. The transportation segment’s revenues for the second quarter decreased $8,527,000 or 30.8% 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 $7,235,000 in the second quarter of fiscal 2001. The remaining decrease in transportation’s revenue was due to a 7.2% decline in miles hauled in the continuing operations for the second quarter as compared to the same quarter last year. This decline was primarily a result of lower demand for petroleum products and decreased travel resulting from the September 11 tragedy, partially offset by modest price increases.

Real estate revenues increased $143,000 or 3.9% for the second quarter of 2002, to $3,827,000. During the second quarter of 2002, the Company had no property sales as compared to property sales of $120,000 for the second quarter of 2001. The increase in real estate revenues, excluding property sales, resulted from additional rental income from newly developed commercial properties and rent increases, partially offset by lower royalties from mining properties.

Consolidated gross profit decreased $586,000 or 10.6% for the second quarter as compared to the same period last year. Gross profit in the transportation segment decreased $470,000 or 14.8% as a result of the decrease in miles hauled, partially offset by improved margins resulting from price increases, and the discontinuation of the third party business which had a gross profit of $289,000 in the second quarter of last year. Gross profit in the real estate segment decreased $116,000 or 4.9% for the second quarter of 2002 due to lower gross profit from property sales of $131,000. This was partially offset by additional rental income from newly developed commercial properties and rent increases.

Selling, general and administrative expense decreased $1,646,000 or 47.8% for the second quarter compared to the same period last year. This improvement is primarily due to the elimination of expenses of the closed subsidiary which incurred selling, general and administrative expenses of $952,000 in the second quarter of last year. The decrease in selling, general and administrative expense for the second quarter of 2002 also included a benefit of $180,000 primarily from the recovery of the closed subsidiary’s accounts receivable in excess of amounts anticipated. The balance of the decrease was due to elimination of support costs for the closed subsidiary and expenses incurred last year related to a litigation settlement. Selling, general and administrative expense as a percent of consolidated revenues excluding property sales was 7.8% as compared to 11.0% last year.

Interest expense, net of capitalized interest, decreased $62,000 for the second quarter due to a decrease in the average debt outstanding and in the average interest rate. Income tax expense increased $449,000 for the second quarter as a result of changes in income before income taxes. Income tax expense is 40% of income before income tax expense in both periods.

Net income was $1,424,000 or $.45 per diluted share for the second quarter of fiscal 2002 compared to $750,000 or $.24 per diluted share for the same quarter last year.

Six Months Operating Results. For the first half of fiscal 2002, consolidated revenues decreased $15,592,000 or 25.1% over the same period last year. The Transportation segment revenues for the first half decreased $13,689,000 or 26.0%, 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 $11,832,000 in the first half of fiscal 2001. The remaining decrease in transportation’s revenue was due to a 5.2% decline in miles hauled in the continuing operations for the first half of fiscal 2002 as compared to the same period last year. This decline was primarily a result of lower demand for petroleum products and decreased travel resulting from the September 11 tragedy, partially offset by modest price increases.

Real estate revenues decreased $1,903,000 or 20.2% for the first half of 2002, to $7,541,000. For the first half of fiscal 2002, the Company had revenues from property sales of $20,000 as compared to $2,727,000 for the first half of 2001. Other real estate revenues for the first half of 2002 increased as a result of additional rental income from newly developed commercial properties, rent increases and slightly higher royalties due to increased mining.

Consolidated gross profit decreased $2,527,000 or 20.1% for the first half as compared to the same period last year. Gross profit in the transportation segment decreased $545,000 or 8.8% for the first half of 2002 as a result of the decrease in miles hauled, partially offset by improved margins due to price increases, and the discontinuation of the third party business which had a gross profit of $478,000 in the first half of last year. Gross profit in the real estate segment decreased $1,982,000 or 31.3% for the first half due to the decline in gross profit of $2,197,000 from property sales. Real estate gross profit excluding property sales increased due to additional rental income from newly developed commercial properties and rent increases.

Selling, general and administrative expense decreased $2,144,000 or 35.8% for the first half compared to the same period last year. This improvement is primarily due to the elimination of expenses for the closed subsidiary which incurred selling, general and administrative expenses of $1,246,000 in the first half of last year. The decrease in selling, general and administrative expense for the first half of 2002 also included a benefit of $180,000 primarily from the recovery of the closed subsidiary’s accounts receivable in excess of amounts anticipated. The balance of the decrease was due to elimination of support costs for the closed subsidiary and expenses incurred last year related to a litigation settlement. Selling, general and administrative expense as a percent of consolidated revenues excluding property sales was 8.3% for the first half as compared to 10.1% last year.

Interest expense, net of capitalized interest, decreased $191,000 in the first half due to a decrease in the average debt outstanding and a decrease in the average interest rate. Income tax expense decreased $73,000 in the first half of this year as a result of changes in income before income taxes. Income tax expense is 40% of income before income tax expense in both periods.

Net income was $2,769,000 or $.88 per diluted share for the first half of fiscal 2002 compared to $2,879,000 or $.91 per diluted share for the first half of 2001.

Summary and Outlook. The Company’s real estate business continues to enjoy encouraging progress, notwithstanding a national economy still attempting a sustainable recovery. Demand appears to be continuing for the Company’s flexible office warehouse product throughout its sub-markets.

The transportation segment has benefited from slowly increasing freight demand and travel activity. Favorable progress has been made on operating margins. Revenue-miles have still not returned to comparable year-over-year levels, and bottom-line momentum remains tempered by reduced gross revenues. Concerns remain for the industry stemming from troublesome liability insurance and volatile fuel costs.

Appointment of Independent Auditors. The Company’s Board of Directors has appointed PricewaterhouseCoopers LLP as the Company’s independent auditors for a three-year term beginning in 2002. PricewaterhouseCoopers will replace Deloitte & Touche LLP as the independent auditors for the Company. The appointment of PricewaterhouseCoopers was made by the Board of Directors on the recommendation of its Audit Committee and concludes an evaluation process that occurs annually.

The decision to change auditors was not the result of any disagreement between the Company and Deloitte & Touche on any matter of accounting principles, practices or financial disclosure. During its long tenure as the Company’s independent auditor, Deloitte & Touche provided quality service and demonstrated a high level of professionalism.

Patriot Transportation Holding, Inc. is engaged in the transportation and real estate businesses. The Company’s 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 Company’s 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. The real estate group also owns real estate which is leased under mining royalty agreements or held for investment.

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.