As filed with the Securities and Exchange Commission on May 9, 1997
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                          FLORIDA ROCK INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                               Florida 59-0573002
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                155 East 21st Street, Jacksonville, Florida 32206
               (Address of principal executive offices) (Zip Code)
       Registrant's telephone number, including area code: (904) 355-1781

              FLORIDA ROCK INDUSTRIES, INC. 1996 STOCK OPTION PLAN
                            (Full title of the plan)

                               Ruggles B. Carlson
                     Vice President - Finance and Treasurer
                          Florida Rock Industries, Inc.
                              155 East 21st Street
                           Jacksonville, Florida 32206
                                 (904) 355-1781
            (Name, address and telephone number of agent for service)
                                -----------------
                                   Copies to:
                                  Lewis S. Lee
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                               50 N. Laura Street
                                   Suite 2800
                           Jacksonville, Florida 32202
                                -----------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                   <C>                 <C>               <C>                   <C> 

                                               Proposed              Proposed           Amount of   
Title of Securities       Amount to        Maximum Offering     Maximum Aggregate      Registration
 to be Registered       be Registered1     Price Per Share2     Offering Price2            Fee
--------------------  ------------------  ------------------- ---------------------  ----------------
  Common Stock,
 $0.10 par value            500,000            $32.0625            $16,031,250            $4,858

--------------------  ------------------  ------------------- ---------------------  ----------------
</TABLE>

1     Plus such  indeterminate  number  of  additional  shares as may  become
      available  for sale  pursuant to the  anti-dilution provisions of such
      Plan. In addition,  pursuant to Rule 416(c) under the Securities Act of
      1933, this Registration  Statement also covers an indeterminate  amount
      of interests in the employee benefit plan described herein.

2     Pursuant to Rule 457(h) the fee has been calculated on the basis of the
      price of the common stock on May 2, 1997.


     The exhibit index is located on page 9 pursuant to the sequential numbering
system.

                                        1
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the Section  10(a)
prospectus is omitted from the  Registration  Statement in accordance  with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act of 1933")
and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     There are hereby  incorporated by reference in this Registration Statement
the  following  documents  heretofore  filed with the  Securities and  Exchange
Commission (the "Commission")  pursuant to the Securities Exchange Act of 1934,
as amended  (the  "Securities  Exchange  Act of 1934") (Commission  File Number
1-7159).

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year  ended   September   30,  1996,   which sets  forth  the
                  Registrant's  audited  consolidated  financial statements and
                  schedules for such fiscal year.

         (b)      The  Registrant's  Quarterly  Reports  on  Form 10-Q  for the
                  quarters ended December 31, 1996 and March 31, 1997.

         (c)      Description of the Registrant's  Common Stock as set forth in:
                  Articles VII and XIII of the Registrant's Restated Articles of
                  Incorporation, previously filed as an exhibit to Form 10-Q for
                  the quarter ended  December 31, 1986;  (ii) Article III of the
                  Registrant's  Restated Articles of Incorporation,  previously
                  filed as an exhibit to Form 10-K for the year ended  September
                  30, 1993;  and (iii)  Articles XIV and XV of the  Registrant's
                  Restated  Articles of  Incorporation, previously  filed as an
                  appendix to the  Registrant's  proxy  statement dated December
                  15, 1994.

     All documents  subsequently  filed by the  Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes hereof to the extent
that a statement  contained herein (or in any other  subsequently filed document
that also is or is deemed to be  incorporated by reference herein)  modifies or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.

                                        2
<PAGE>

Item 4.     Description of Securities.

            Not applicable.


Item 5.     Interests of Named Experts and Counsel.

            Not applicable.


Item 6.     Indemnification of Directors and Officers.

     Under the provisions of Section 607.0850,  Florida Statutes, the Registrant
is empowered  generally to indemnify any officer or director against  liability
incurred in connection  with any proceeding if such officer or director acted in
good faith and in a manner such  officer or director  reasonably believed to be
in, or not opposed to, the best interests of the  corporation and, with respect
to any criminal action or proceeding,  had no reasonable cause to believe his or
her conduct was unlawful.

     The   Registrant's   Restated   Articles  of   Incorporation provide  for
indemnification  of its officers and  directors,  in their capacity as such, in
accordance with the laws of the State of Florida.

     Article  XI of the  Registrant's  Articles  of Incorporation  provides  as
follows:

         A. The corporation  shall indemnify and hold harmless each person,  his
         heirs,  executors and administrators,  who shall serve at any time as a
         director or officer of the corporation or, at its request, of any other
         corporation,  partnership,  joint venture,  trust, or other enterprise,
         from and  against  any and all  claims  and  liabilities to which such
         person  shall  have  become  subject  by  reason of his being or having
         heretofore or hereafter been a director or officer of the  corporation,
         or of any other such corporation,  partnership, joint venture, trust or
         other  enterprise,  or by reason  of any  action alleged  to have been
         heretofore  or  hereafter  taken  or  omitted  by such person  as such
         director or officer,  such indemnification to be in accordance with the
         laws of the  State  of  Florida  as now in  existence or as  hereafter
         amended.

         B. The  corporation  shall  have the  power to  purchase and  maintain
         insurance  on behalf of any person who is or was a director  or officer
         of  the  corporation,  or is or  was  serving  at  the request  of the
         corporation   as  a  director   or  officer  of  another  corporation,
         partnership,  joint venture,  trust, or other enterprise,  against any
         liability  asserted  against  him  and  incurred  by him in  any  such
         capacity,  or  arising  out of his  status as such, whether or not the
         corporation  would  have  the  power  to  indemnify  him against  such
         liability.

                                        3
<PAGE>

         C. The corporation, its directors,  officers, employees and agent shall
         be fully  protected  in taking any action or making any payment  under
         this  Article XI or refusing  to do so, in reliance upon the advice of
         counsel.


         D. If any part of this Article XI shall be found in any proceeding to
         be invalid or ineffective, the remaining provisions shall not be
         affected.

     Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act of 1933, may be permitted by the foregoing, or otherwise, the
Registrant   understands   that  in  the   opinion   of  the  Commission   such
indemnification  is  against  public  policy  as  expressed  in such Act and is,
therefore, unenforceable.

     The  Registrant  maintains  officers' and  directors' indemnity  insurance
covering  claims  made  against an officer or  director  for reason of actual or
asserted wrongful act (meaning any breach of duty, neglect, error, misstatement,
misleading statement, omission or other act done or wrongfully attempted).

Item 7.     Exemption from Registration Claimed.

            Not applicable.

Item 8.     Exhibits.

     Exhibits required to be filed with the Registration Statement are listed in
the following Exhibit Index.  Certain of such exhibits that have heretofore been
filed with the  Commission and that are designated by reference to their exhibit
number in prior filings are hereby  incorporated  herein by reference and made a
part hereof.

Item 9.     Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

                  (1)  To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement;

                           (i)  To include any prospectus required by
                  Section 10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent a  fundamental
                  change  in the  information  set  forth  in the  Registration
                  Statement;

                                        4
<PAGE>

                          (iii)  To  include  any  material  information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  Registration  Statement or any material change in such
                  information in the Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the  Registration  Statement  is on Form  S-3,  Form  S-8 or Form F-3,  and the
information  required  to be  included in a  post-effective amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the  Securities Act of 1933,  each  post-effective amendment  shall be
         deemed to be a new  Registration  Statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable, each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section 15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by reference  in the
Registration  Statement  shall  be  deemed  to be a new Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or  given,  a  copy  of  the  latest  annual  report  to shareholders  that  is
incorporated  in  the  prospectus  and  finished  pursuant  to and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation  S-X is not set forth in the  prospectus, to deliver or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (d)  Insofar  as  indemnification  for  liabilities arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  Registrant  pursuant to any  provision or arrangement  for such
indemnification,  or  otherwise,  the  Registrant  has been advised that in the
opinion of the  Commission  such  indemnification  is against public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any action,  suit or
proceeding)  is  asserted by such  director,  officer or controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter

                                        5
<PAGE>



has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication  of such
issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned, thereunto  duly
authorized,  in the City of  Jacksonville,  State of Florida,  on the 7th day of
May, 1997.

                                FLORIDA ROCK INDUSTRIES, INC.
                                         (Registrant)


                                By: /s/ John D. Baker, II
                        	    ----------------------------
                                     John D. Baker, II,
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)


                                        6
<PAGE>



     Pursuant  to  the   requirements  of  the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following persons  in  the
capacities indicated on the 7th day of May, 1997.


<TABLE>
<S>                         <C>                     <C>                        <C>  

Signature                   Title                    Signature                  Title


/s/ Edward L. Baker                                 /s/ Luke E. Fichthorn,III
---------------------                               ----------------------     
Edward L. Baker             Director                 Luke E. Fichthorn, III     Director


/s/ John D. Baker, II                        	    /s/ Frank M. Hubbard
---------------------                               ---------------------- 
John D. Baker, II           Director, President      Frank M. Hubbard           Director
                   	    and Chief Executive
                            Officer (Principle
                            Executive Officer)


/s/ Thompson S. Baker, II                           /s/ Francis X. Knott
---------------------                               ----------------------     
Thompson S. Baker, II       Director                 Francis X. Knott           Director


/s/ Ruggles B. Carlson                              /s/ Radford D. Lovett
---------------------                               ---------------------- 
Ruggles B. Carlson          Vice President -         Radford D. Lovett          Director
                   	    Finance and
                            Treasuer (Principle
                            Financial and
                            Accounting Officer)


                                   		    /s/ W. Thomas Rice
---------------------                               ----------------------    
A.R. Carpenter              Director                 W. Thomas Rice      	Director


/s/ Charles H. Denny, III                           /s/ C.J. Shepherdson
---------------------                               ----------------------   
Charles H. Denny, III       Director                 C.J. Shepherdson           Director


/s/ Albert D. Ernest, Jr.
---------------------
Albert D. Ernest, Jr.       Director

</TABLE>


                                        7
<PAGE>


     Pursuant to the requirements of the Securities Act of 1933, the 1996
Stock Option Plan Committee, which is the Florida Rock Industries, Inc. 
Compensation Committee, has duly caused this Registration Statement to be 
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jacksonville, State of Florida on May 8, 1997.


                    The Florida Rock Industries, Inc.
                    1996 Stock Option Plan


                    By: /s/ Ruggles B. Carlson
                        ---------------------------------------
                    Name:  Ruggles B. Carlson
                    Title: Vice President - Finance & Treasurer


                                        8
<PAGE>

                                  EXHIBIT INDEX

								Sequentially
								  Numbered
								   Pages


4.1(a)     Restated Articles of Incorporation (incorporated by
           reference to Exhibit 3(a) to Registrant's Form 10-Q for the
           quarter ended December 31, 1986).

4.1(b)     Amendment to Restated Articles of Incorporation
           (incorporated by reference to appendix to Registrant's Proxy
           Statement dated December 15, 1994).

4.1(c)     Amendment to Restated  Articles of Incorporation
           (incorporated by reference to appendix to Registrant's
           Proxy Statement dated December 15, 1994).

4.2        Restated Bylaws (incorporated by reference to Exhibit
           3(ii)(a) to Registrant's Form 10-K for the year ended
           September 30, 1993).

4.3        Amendment to Restated Bylaws (incorporated by reference
           to Exhibit 3(ii)(b) to Registrant's Form 10-K for the year
           ended September 30, 1994).

4.4        Florida Rock Industries, Inc. 1996  Stock Option  Plan
           (incorporated by reference to appendix to Registrant's
           Proxy Statement dated December 18, 1995).

5          Opinion of Counsel

21         Subsidiaries of the Registrant (incorporated by reference to
           Exhibit (21) to Registrant's Form 10-K for the year ended
           September 30, 1993).

23.1       Consent of Deloitte & Touche, L.L.P.

23.2       Consent of Counsel (included in Exhibit 5).


                                        9
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 21074}]
{"company-data": {"conformed-name": "FLORIDA ROCK INDUSTRIES INC", "cik": "0000037651", "assigned-sic": "3270", "irs-number": "590573002", "state-of-incorporation": "FL", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26775", "film-number": "97598982"}, "business-address": {"street1": "155 EAST 21ST STREET", "city": "JACKSONVILLE", "state": "FL", "zip": "32206", "phone": "9043551781"}, "mail-address": {"street1": "155 EAST 21ST ST", "city": "JACKSONVILLE", "state": "FL", "zip": "32206"}, "former-company": {"former-conformed-name": "SHANDS & BAKER INC", "date-changed": "19730405"}}
As filed with the Securities and Exchange Commission on May 9, 1997
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                          FLORIDA ROCK INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                               Florida 59-0573002
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                155 East 21st Street, Jacksonville, Florida 32206
               (Address of principal executive offices) (Zip Code)
       Registrant's telephone number, including area code: (904) 355-1781

              FLORIDA ROCK INDUSTRIES, INC. 1996 STOCK OPTION PLAN
                            (Full title of the plan)

                               Ruggles B. Carlson
                     Vice President - Finance and Treasurer
                          Florida Rock Industries, Inc.
                              155 East 21st Street
                           Jacksonville, Florida 32206
                                 (904) 355-1781
            (Name, address and telephone number of agent for service)
                                -----------------
                                   Copies to:
                                  Lewis S. Lee
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                               50 N. Laura Street
                                   Suite 2800
                           Jacksonville, Florida 32202
                                -----------------
                         CALCULATION OF REGISTRATION FEE
Proposed              Proposed           Amount of   
Title of Securities       Amount to        Maximum Offering     Maximum Aggregate      Registration
 to be Registered       be Registered1     Price Per Share2     Offering Price2            Fee
--------------------  ------------------  ------------------- ---------------------  ----------------
  Common Stock,
 $0.10 par value            500,000            $32.0625            $16,031,250            $4,858

--------------------  ------------------  ------------------- ---------------------  ----------------
1     Plus such  indeterminate  number  of  additional  shares as may  become
      available  for sale  pursuant to the  anti-dilution provisions of such
      Plan. In addition,  pursuant to Rule 416(c) under the Securities Act of
      1933, this Registration  Statement also covers an indeterminate  amount
      of interests in the employee benefit plan described herein.

2     Pursuant to Rule 457(h) the fee has been calculated on the basis of the
      price of the common stock on May 2, 1997.

     The exhibit index is located on page 9 pursuant to the sequential numbering
system.

                                        1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the Section  10(a)
prospectus is omitted from the  Registration  Statement in accordance  with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act of 1933")
and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     There are hereby  incorporated by reference in this Registration Statement
the  following  documents  heretofore  filed with the  Securities and  Exchange
Commission (the "Commission")  pursuant to the Securities Exchange Act of 1934,
as amended  (the  "Securities  Exchange  Act of 1934") (Commission  File Number
1-7159).

         (a)      The  Registrant's  Annual  Report on Form 10-K for the  fiscal
                  year  ended   September   30,  1996,   which sets  forth  the
                  Registrant's  audited  consolidated  financial statements and
                  schedules for such fiscal year.

         (b)      The  Registrant's  Quarterly  Reports  on  Form 10-Q  for the
                  quarters ended December 31, 1996 and March 31, 1997.

         (c)      Description of the Registrant's  Common Stock as set forth in:
                  Articles VII and XIII of the Registrant's Restated Articles of
                  Incorporation, previously filed as an exhibit to Form 10-Q for
                  the quarter ended  December 31, 1986;  (ii) Article III of the
                  Registrant's  Restated Articles of Incorporation,  previously
                  filed as an exhibit to Form 10-K for the year ended  September
                  30, 1993;  and (iii)  Articles XIV and XV of the  Registrant's
                  Restated  Articles of  Incorporation, previously  filed as an
                  appendix to the  Registrant's  proxy  statement dated December
                  15, 1994.

     All documents  subsequently  filed by the  Registrant pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective  amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes hereof to the extent
that a statement  contained herein (or in any other  subsequently filed document
that also is or is deemed to be  incorporated by reference herein)  modifies or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.

                                        2
Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            Not applicable.

Item 6.     Indemnification of Directors and Officers.

     Under the provisions of Section 607.0850,  Florida Statutes, the Registrant
is empowered  generally to indemnify any officer or director against  liability
incurred in connection  with any proceeding if such officer or director acted in
good faith and in a manner such  officer or director  reasonably believed to be
in, or not opposed to, the best interests of the  corporation and, with respect
to any criminal action or proceeding,  had no reasonable cause to believe his or
her conduct was unlawful.

     The   Registrant's   Restated   Articles  of   Incorporation provide  for
indemnification  of its officers and  directors,  in their capacity as such, in
accordance with the laws of the State of Florida.

     Article  XI of the  Registrant's  Articles  of Incorporation  provides  as
follows:

         A. The corporation  shall indemnify and hold harmless each person,  his
         heirs,  executors and administrators,  who shall serve at any time as a
         director or officer of the corporation or, at its request, of any other
         corporation,  partnership,  joint venture,  trust, or other enterprise,
         from and  against  any and all  claims  and  liabilities to which such
         person  shall  have  become  subject  by  reason of his being or having
         heretofore or hereafter been a director or officer of the  corporation,
         or of any other such corporation,  partnership, joint venture, trust or
         other  enterprise,  or by reason  of any  action alleged  to have been
         heretofore  or  hereafter  taken  or  omitted  by such person  as such
         director or officer,  such indemnification to be in accordance with the
         laws of the  State  of  Florida  as now in  existence or as  hereafter
         amended.

         B. The  corporation  shall  have the  power to  purchase and  maintain
         insurance  on behalf of any person who is or was a director  or officer
         of  the  corporation,  or is or  was  serving  at  the request  of the
         corporation   as  a  director   or  officer  of  another  corporation,
         partnership,  joint venture,  trust, or other enterprise,  against any
         liability  asserted  against  him  and  incurred  by him in  any  such
         capacity,  or  arising  out of his  status as such, whether or not the
         corporation  would  have  the  power  to  indemnify  him against  such
         liability.

                                        3
C. The corporation, its directors,  officers, employees and agent shall
         be fully  protected  in taking any action or making any payment  under
         this  Article XI or refusing  to do so, in reliance upon the advice of
         counsel.

         D. If any part of this Article XI shall be found in any proceeding to
         be invalid or ineffective, the remaining provisions shall not be
         affected.

     Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act of 1933, may be permitted by the foregoing, or otherwise, the
Registrant   understands   that  in  the   opinion   of  the  Commission   such
indemnification  is  against  public  policy  as  expressed  in such Act and is,
therefore, unenforceable.

     The  Registrant  maintains  officers' and  directors' indemnity  insurance
covering  claims  made  against an officer or  director  for reason of actual or
asserted wrongful act (meaning any breach of duty, neglect, error, misstatement,
misleading statement, omission or other act done or wrongfully attempted).

Item 7.     Exemption from Registration Claimed.

            Not applicable.

Item 8.     Exhibits.

     Exhibits required to be filed with the Registration Statement are listed in
the following Exhibit Index.  Certain of such exhibits that have heretofore been
filed with the  Commission and that are designated by reference to their exhibit
number in prior filings are hereby  incorporated  herein by reference and made a
part hereof.

Item 9.     Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

                  (1)  To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement;

                           (i)  To include any prospectus required by
                  Section 10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent a  fundamental
                  change  in the  information  set  forth  in the  Registration
                  Statement;

                                        4
(iii)  To  include  any  material  information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  Registration  Statement or any material change in such
                  information in the Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the  Registration  Statement  is on Form  S-3,  Form  S-8 or Form F-3,  and the
information  required  to be  included in a  post-effective amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the  Securities Act of 1933,  each  post-effective amendment  shall be
         deemed to be a new  Registration  Statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable, each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section 15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by reference  in the
Registration  Statement  shall  be  deemed  to be a new Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or  given,  a  copy  of  the  latest  annual  report  to shareholders  that  is
incorporated  in  the  prospectus  and  finished  pursuant  to and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation  S-X is not set forth in the  prospectus, to deliver or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (d)  Insofar  as  indemnification  for  liabilities arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  Registrant  pursuant to any  provision or arrangement  for such
indemnification,  or  otherwise,  the  Registrant  has been advised that in the
opinion of the  Commission  such  indemnification  is against public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any action,  suit or
proceeding)  is  asserted by such  director,  officer or controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter

                                        5
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication  of such
issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned, thereunto  duly
authorized,  in the City of  Jacksonville,  State of Florida,  on the 7th day of
May, 1997.

                                FLORIDA ROCK INDUSTRIES, INC.
                                         (Registrant)

                                By: /s/ John D. Baker, II
                        	    ----------------------------
                                     John D. Baker, II,
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)

                                        6
Pursuant  to  the   requirements  of  the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following persons  in  the
capacities indicated on the 7th day of May, 1997.
Signature                   Title                    Signature                  Title

/s/ Edward L. Baker                                 /s/ Luke E. Fichthorn,III
---------------------                               ----------------------     
Edward L. Baker             Director                 Luke E. Fichthorn, III     Director

/s/ John D. Baker, II                        	    /s/ Frank M. Hubbard
---------------------                               ---------------------- 
John D. Baker, II           Director, President      Frank M. Hubbard           Director
                   	    and Chief Executive
                            Officer (Principle
                            Executive Officer)

/s/ Thompson S. Baker, II                           /s/ Francis X. Knott
---------------------                               ----------------------     
Thompson S. Baker, II       Director                 Francis X. Knott           Director

/s/ Ruggles B. Carlson                              /s/ Radford D. Lovett
---------------------                               ---------------------- 
Ruggles B. Carlson          Vice President -         Radford D. Lovett          Director
                   	    Finance and
                            Treasuer (Principle
                            Financial and
                            Accounting Officer)

                                   		    /s/ W. Thomas Rice
---------------------                               ----------------------    
A.R. Carpenter              Director                 W. Thomas Rice      	Director

/s/ Charles H. Denny, III                           /s/ C.J. Shepherdson
---------------------                               ----------------------   
Charles H. Denny, III       Director                 C.J. Shepherdson           Director

/s/ Albert D. Ernest, Jr.
---------------------
Albert D. Ernest, Jr.       Director
7
Pursuant to the requirements of the Securities Act of 1933, the 1996
Stock Option Plan Committee, which is the Florida Rock Industries, Inc. 
Compensation Committee, has duly caused this Registration Statement to be 
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jacksonville, State of Florida on May 8, 1997.

                    The Florida Rock Industries, Inc.
                    1996 Stock Option Plan

                    By: /s/ Ruggles B. Carlson
                        ---------------------------------------
                    Name:  Ruggles B. Carlson
                    Title: Vice President - Finance & Treasurer

                                        8
EXHIBIT INDEX

								Sequentially
								  Numbered
								   Pages

4.1(a)     Restated Articles of Incorporation (incorporated by
           reference to Exhibit 3(a) to Registrant's Form 10-Q for the
           quarter ended December 31, 1986).

4.1(b)     Amendment to Restated Articles of Incorporation
           (incorporated by reference to appendix to Registrant's Proxy
           Statement dated December 15, 1994).

4.1(c)     Amendment to Restated  Articles of Incorporation
           (incorporated by reference to appendix to Registrant's
           Proxy Statement dated December 15, 1994).

4.2        Restated Bylaws (incorporated by reference to Exhibit
           3(ii)(a) to Registrant's Form 10-K for the year ended
           September 30, 1993).

4.3        Amendment to Restated Bylaws (incorporated by reference
           to Exhibit 3(ii)(b) to Registrant's Form 10-K for the year
           ended September 30, 1994).

4.4        Florida Rock Industries, Inc. 1996  Stock Option  Plan
           (incorporated by reference to appendix to Registrant's
           Proxy Statement dated December 18, 1995).

5          Opinion of Counsel

21         Subsidiaries of the Registrant (incorporated by reference to
           Exhibit (21) to Registrant's Form 10-K for the year ended
           September 30, 1993).

23.1       Consent of Deloitte & Touche, L.L.P.

23.2       Consent of Counsel (included in Exhibit 5).

                                        9