As filed with the Securities and Exchange Commission
                        on December 27, 1996
                                      Registration No. __________

                 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. 1997 DIRECTORS'
                        STOCK PURCHASE 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     Amount to      Maximum       Maximum     Registration
     Securities        be         Offering     Aggregate        Fee
       to be       Registered    Price Per      Offering
     Registered       (1)        Share (2)     Price (2)

    Common
    Stock,           50,000       $32.5626     $1,628,125     $493.37
    $0.10 par
    value


   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), since the offering price to
        directors is not known, pursuant to Rule 457(c) the fee
        has been calculated on the basis of the  price of the
        common stock on December 23 1996.
                                                                 
   ______________________________________________________________
                                                                _

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


                               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)  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.


   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.

        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;

                  (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 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 4th day of December, 1996.

                                 FLORIDA ROCK INDUSTRIES, INC.
                                      (Registrant)


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

        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 4th day
   of December, 1996.


             Signature                      Title
             _________                      _____

    /s/ Edward L. Baker            Director
         Edward L. Baker

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

    /s/ Thompson S. Baker          Director
         Thompson S. Baker

    /s/ Thompson S. Baker, II      Director
         Thompson S. Baker, II

    /s/ Ruggles B. Carlson         Vice President -
         Ruggles B. Carlson        Finance and Treasurer
                                   (Principal Financial
                                   and Accounting Officer)

    A. R. Carpenter                Director

    /s/ Robert D. Davis            Director
         Robert D. Davis

    /s/ Charles H. Denny, III      Director
         Charles H. Denny, III

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

    /s/ Luke E. Fichthorn, III     Director
         Luke E. Fichthorn, III

    /s/ Frank M. Hubbard           Director
         Frank M. Hubbard

    /s/ Francis X. Knott           Director
         Francis X. Knott 

    /s/ Radford D. Lovett          Director
         Radford D. Lovett

    /s/ W. Thomas Rice             Director
         W. Thomas Rice

    /s/ C. J. Shepherdson          Director
         C. J. Shepherdson



                           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. 1997              10
              Directors' Stock Purchase  Plan

    23.1      Consent of Deloitte & Touche, L.L.P.            15


                            EXHIBIT 4.4


                   FLORIDA ROCK INDUSTRIES, INC.
                1997 DIRECTORS' STOCK PURCHASE PLAN



        Florida Rock Industries, Inc. (hereinafter the "Company")
   hereby adopts this 1997 Directors Stock Purchase Plan 
   (hereinafter the "Plan") upon the following terms and
   conditions:

   1.   PURPOSE

        The purposes of this Plan are to encourage directors who
   are not employees to increase their individual investment in
   the Company, to stimulate increased interest on their part in
   the affairs of the Company, to afford them an opportunity to
   share in the profits and growth of the Company, to promote
   systematic savings by them, and to more closely align their
   interests with the shareholders of the Company.  Participation
   in the Plan is voluntary, and the Company makes no
   recommendations to directors as to whether they should or
   should not participate.  Each director must decide for himself
   whether it is in that director's best interest to purchase
   shares of the Company's Common Stock (hereinafter "Common
   Stock" or "Stock") under the Plan.

        The Plan does not impose any restrictions on the shares
   of Common Stock purchased under the Plan; however, sales or
   purchases by directors may be limited by Section 16(b) of the
   Securities Exchange Act of 1934.

   2.   ADMINISTRATION

        The Plan shall be administered by a committee appointed
   by the Company's Board of Directors from time to time.  Such
   Committee shall be known as the Directors' Stock Purchase Plan
   Committee (hereinafter the "Committee").  The Committee shall
   consist of not less than three members.  The Board of
   Directors may at any time remove any member of the Committee
   with or without cause, and may fill any vacancy in the
   Committee however occurring.  The Committee shall select one
   of its members as its Chairperson and shall hold meetings at
   such times and places as it shall deem advisable.  A majority
   of its members shall constitute a quorum, and all
   determinations of the Committee shall be made by a majority of
   its members.  Any decision or determination reduced to writing
   and signed by a majority of the members shall be fully as
   effective as if made by a majority vote at a meeting duly
   called and held.  The Committee may appoint a Secretary and
   shall make such rules and regulations for the conduct of its
   business and for the carrying out of the Plan as it shall deem
   appropriate.  The interpretation and construction of any
   provision of the Plan by the Committee shall, unless otherwise
   determined by the Board of Directors, be final and conclusive
   on all persons having any interest thereunder.

   3.   ELIGIBILITY

        All directors of the Company who are not employees of the
   Company are eligible to participate in the Plan. 

   4.   PARTICIPATION

        A director may enter the Plan on January 1, 1997 and
   thereafter on any April 1, or October 1 (hereinafter the
   "Enrollment Date(s)") by filling out, signing and delivering
   to the Company's Human Resource Department, at least twenty
   (20) days prior to such Enrollment Date, an enrollment
   Authorization (hereinafter the "Authorization) on a form
   provided by the Company stating the amount to be deducted
   regularly from his or her director's fees, authorizing the
   purchase of the Company's Stock, specifying the exact name in
   which his or her account is to be established, and providing
   such other information as may be required.

        Shares purchased under the Plan will be held in an
   account only in the name of the participant or, if his or her
   Authorization so specifies, in the name of the participant and
   another person jointly with the right of survivorship.  A
   director's deductions and purchases under the Authorization he
   has on file under the Plan will continue as long as the Plan
   remains in effect unless he or she files a new Authorization
   or withdraws from the Plan as of an Enrollment Date.

   5.   DEDUCTIONS

        Deductions will be made each director's pay period of
   each month.

        The deduction may be revised or terminated at any time by
   the director's written request on a required form submitted to
   the Company's Human Resource Department; provided, however,
   that a director may not re-commence deductions until the
   Enrollment Date next following a period of six months after
   the date the director terminated his or her deductions, nor
   may a director make a revision or termination of a deduction
   Authorization more than once every six months.  Commencement
   can only start on an Enrollment Date and revision or
   termination of deductions will become effective as soon as
   practicable after a director's written request is received by
   the Company.

        Interest will not be paid or accrued on deductions.

   6.   CONTRIBUTION BY COMPANY

        The Company will contribute for each participating
   director an amount equal to twenty-five percent (25%) of the
   participant's actual deduction.  In addition, the Company will
   pay the brokerage commissions on purchases of the Company's
   Common Stock made from amounts deducted from the participants'
   and Company contributions under this Plan.

        However, commissions, transfer fees and any other costs
   in connection with the reinvestment of dividends, the sale,
   purchase, transfer or any other securities transaction other
   than the initial purchase of the Company's Common Stock will
   be paid by the participant.

        Commissions under the Plan will be computed in accordance
   with the Broker's rates in effect at the time of purchase.

        The Company will also pay the Broker's administrative
   charges, if any, for maintaining participants' accounts.

   7.   BROKER FOR THE PLAN

        The Company has designated Smith Barney, Inc.
   (hereinafter the "Broker"), with its principal offices located
   at 388 Greenwich Street, 18th Floor, New York, New York,
   10013, Attn:  EMSIP, as Broker to open and maintain an account
   in the name of each participant and to make purchases of
   shares of the Company's Common Stock on the American Stock
   Exchange for the accounts of the participants and perform
   certain administrative, custodial, brokerage and other
   services in connection with the Plan.

        Upon ninety (90) days prior written notice, the Company
   shall have the right to terminate the Broker's services as
   Broker under the Plan.  Upon ninety (90) days prior written
   notice, the Broker shall have the right to terminate its
   services as Broker under the Plan.

        The Committee may select a successor Broker and make such
   arrangements with the Broker, or any successor Broker selected
   by the Committee, as it deems appropriate in furtherance of
   the Plan.

   8.   PURCHASE OF COMPANY SHARES

        Promptly after the end of each month in which fee
   deductions were made, the Company will forward its check in
   the total dollar amount of director fee deductions and the
   Company contribution, along with a listing of each participant
   and amount, to the Broker.  The Broker will purchase shares of
   the Company's Common Stock on the American Stock Exchange (or
   such other exchange on which the shares may be listed or in
   such other markets as the Stock may be traded from time to
   time) each month, crediting the directors' accounts with the
   number of shares and fractional shares purchasable within the
   combined remittance of the director and the Company.  The
   average cost of shares purchased during the month under the
   Plan and other Company stock purchase plans administered by
   the Broker, will be used to determine the number of shares
   allocable to each director.  Certificates representing shares
   so purchased shall be issued in the name of the Broker or its
   nominee and will remain so registered until delivery is
   requested by the  participant.

        The participant's account will be credited with cash
   dividends paid in respect of the full shares and any
   fractional interest in shares held in the account.  Cash
   dividends will be reinvested in Common Stock following receipt
   thereof by the Broker unless the participant has previously
   instructed the Broker to the contrary.  Regular brokerage
   commissions payable on purchases made with reinvested
   dividends will be payable by the participant and deducted from
   the amount of dividend at the time such reinvestment is made.

        Stock dividends or stock splits in respect of shares held
   in the participant's account will be credited to the account
   without charge.

        Distributions to holders of Common Stock in the form of
   other securities and rights to subscribe for additional shares
   will be sold and the proceeds will be handled in the same
   manner as a cash dividend.

   9.   OWNERSHIP OF COMPANY SHARES

        At the time of purchase of the Company's Common Stock by
   the Broker, each participant for whose account funds were
   received will acquire full ownership immediately of all shares
   and of any fractional interest in shares purchased for such
   participant's account.

   10.  TRANSFER OF SHARES TO PARTICIPANTS

        Upon the participant's written request, whole shares
   shall be issued to him or her without affecting continued
   participation in the Plan.  The participant will pay any
   Broker's charges for delivery of certificate(s).

   11.  WITHDRAWAL

        A participant may withdraw from the Plan in whole, but
   not in part, at any time by filling a withdrawal notice on a
   form provided by the Company at least twenty (20) days prior
   to the month for which the withdrawal is to be effective.  A
   participant that has withdrawn from the Plan may not reenter
   the Plan until six months after such withdrawal election and
   after reentry must wait six months from the date of such
   reentry before electing to withdraw again from the Plan.  In
   addition, a participant shall be deemed to have withdrawn upon
   the occurrence of any of the following:   (i) termination for
   any reason of the participant as a director of the Company;
   (ii) death of the participant; (iii) termination of the Plan
   by the Company; or (iv) a violation of the assignment and
   transfer provisions of Section 12 hereof.  Upon withdrawal, a
   participant may continue his or her account with the Broker
   with the Broker's consent or, at the participant's election,
   all full shares in the account of the participant  will be
   transferred to the participant and a certificate evidencing
   such shares will be issued to him; fractional shares will be
   sold and the proceeds paid in cash.

   12.  RIGHTS NOT TRANSFERRABLE

        A participant's privilege to purchase Common Stock under
   the Plan can be exercised only by the participant acting on
   his or her own behalf.  Stock cannot be purchased by
   participant for someone else.  Participants in the Plan may
   not sell, transfer, pledge or assign to any other person any
   interest or right under the Plan or in any funds credited to
   his account.  Should any such assignment or transfer be
   attempted by participant, it shall constitute and be treated
   as a withdrawal from the Plan.

   13.  AMENDMENT OR TERMINATION OF PLAN

        The Board of Directors of the Company may amend or
   terminate the Plan at any time; provided, however, that the
   Plan may not be amended more than once every six months;
   further provided, however, that no amendment or modification
   shall operate to divest the participant of any shares
   purchased for his or her account or of any deductions remitted
   by the employee participant.

   14.  INDEMNIFICATION

        To the extent permitted by law, the Company will
   indemnify each member of the Board, each officer of the
   Company, each Committee member, and other employees of the
   Company involved in the administration of the Plan against all
   costs, expenses and liabilities, including attorney's fees,
   incurred in connection with any action, suit or proceeding
   instituted against them alleging any act of omission or
   commission performed by them in discharging their duties with
   respect to the Plan, provided that in so acting he was acting
   in good faith while performing such duties.  This
   indemnification is applicable only to the costs, expenses and
   liabilities that are not covered under insurance as may be now
   or hereafter provided by the Company.

   15.  REPORTS TO PARTICIPANTS

        A participant will receive a confirmation from the Broker
   each time a share or fractional share interest is bought or
   sold.  Each quarter the Broker will furnish each participant
   with a statement showing all activity in his or her individual
   account for the quarter.

        The Broker will deliver to each participant as promptly
   as practicable, by mail or otherwise, all notices of meetings,
   proxy statements and other material distributed by the Company
   to its stockholders.  The full shares of Stock in each
   participant's account will be voted in accordance with the
   participant's signed proxy instructions duly delivered to the
   Broker.  There will be no charge to the participant for the
   Broker's retention of Stock certificates, or in connection
   with notices, proxies or other such material.

   16.  GENERAL PROVISIONS

        The Board of Directors hopes the participants will retain
   Stock purchased under the Plan for investment.  Subject to
   Section 11 and applicable laws and regulations, a participant
   may, however, withdraw and sell Stock purchased under the Plan
   at any time.  The participant assumes the risk of any market
   fluctuations in the price of such Stock.

   17.  REGULATORY AUTHORITIES

        The  Plan will not become effective until the shares
   under the Plan are registered with the Securities and Exchange
   Commission, and any other required registrations and
   regulatory approvals are obtained.

                            EXHIBIT 23.1

                         AUDITOR'S CONSENT



   We consent to the incorporation by reference in this
   Registration Statement of Florida Rock Industries, Inc. on
   Form S-8 of our reports dated December 3, 1996, appearing in
   and incorporated by reference in the Annual Report on Form 10-
   K of Florida Rock Industries, Inc. for the year ended
   September 30, 1996.

   DELOITTE & TOUCHE L.L.P.


   /s/ Deloitte & Touche L.L.P.

   Jacksonville, Florida
   December 26, 1996
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 33923}]
{"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": "333-18873", "film-number": "96686892"}, "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 December 27, 1996
                                      Registration No. __________

                 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. 1997 DIRECTORS'
                        STOCK PURCHASE 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     Amount to      Maximum       Maximum     Registration
     Securities        be         Offering     Aggregate        Fee
       to be       Registered    Price Per      Offering
     Registered       (1)        Share (2)     Price (2)

    Common
    Stock,           50,000       $32.5626     $1,628,125     $493.37
    $0.10 par
    value

   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), since the offering price to
        directors is not known, pursuant to Rule 457(c) the fee
        has been calculated on the basis of the  price of the
        common stock on December 23 1996.
                                                                 
   ______________________________________________________________
                                                                _

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

                               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)  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.

   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.

        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;

                  (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 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 4th day of December, 1996.

                                 FLORIDA ROCK INDUSTRIES, INC.
                                      (Registrant)

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

        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 4th day
   of December, 1996.

             Signature                      Title
             _________                      _____

    /s/ Edward L. Baker            Director
         Edward L. Baker

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

    /s/ Thompson S. Baker          Director
         Thompson S. Baker

    /s/ Thompson S. Baker, II      Director
         Thompson S. Baker, II

    /s/ Ruggles B. Carlson         Vice President -
         Ruggles B. Carlson        Finance and Treasurer
                                   (Principal Financial
                                   and Accounting Officer)

    A. R. Carpenter                Director

    /s/ Robert D. Davis            Director
         Robert D. Davis

    /s/ Charles H. Denny, III      Director
         Charles H. Denny, III

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

    /s/ Luke E. Fichthorn, III     Director
         Luke E. Fichthorn, III

    /s/ Frank M. Hubbard           Director
         Frank M. Hubbard

    /s/ Francis X. Knott           Director
         Francis X. Knott 

    /s/ Radford D. Lovett          Director
         Radford D. Lovett

    /s/ W. Thomas Rice             Director
         W. Thomas Rice

    /s/ C. J. Shepherdson          Director
         C. J. Shepherdson

                           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. 1997              10
              Directors' Stock Purchase  Plan

    23.1      Consent of Deloitte & Touche, L.L.P.            15

                            EXHIBIT 4.4

                   FLORIDA ROCK INDUSTRIES, INC.
                1997 DIRECTORS' STOCK PURCHASE PLAN

        Florida Rock Industries, Inc. (hereinafter the "Company")
   hereby adopts this 1997 Directors Stock Purchase Plan 
   (hereinafter the "Plan") upon the following terms and
   conditions:

   1.   PURPOSE

        The purposes of this Plan are to encourage directors who
   are not employees to increase their individual investment in
   the Company, to stimulate increased interest on their part in
   the affairs of the Company, to afford them an opportunity to
   share in the profits and growth of the Company, to promote
   systematic savings by them, and to more closely align their
   interests with the shareholders of the Company.  Participation
   in the Plan is voluntary, and the Company makes no
   recommendations to directors as to whether they should or
   should not participate.  Each director must decide for himself
   whether it is in that director's best interest to purchase
   shares of the Company's Common Stock (hereinafter "Common
   Stock" or "Stock") under the Plan.

        The Plan does not impose any restrictions on the shares
   of Common Stock purchased under the Plan; however, sales or
   purchases by directors may be limited by Section 16(b) of the
   Securities Exchange Act of 1934.

   2.   ADMINISTRATION

        The Plan shall be administered by a committee appointed
   by the Company's Board of Directors from time to time.  Such
   Committee shall be known as the Directors' Stock Purchase Plan
   Committee (hereinafter the "Committee").  The Committee shall
   consist of not less than three members.  The Board of
   Directors may at any time remove any member of the Committee
   with or without cause, and may fill any vacancy in the
   Committee however occurring.  The Committee shall select one
   of its members as its Chairperson and shall hold meetings at
   such times and places as it shall deem advisable.  A majority
   of its members shall constitute a quorum, and all
   determinations of the Committee shall be made by a majority of
   its members.  Any decision or determination reduced to writing
   and signed by a majority of the members shall be fully as
   effective as if made by a majority vote at a meeting duly
   called and held.  The Committee may appoint a Secretary and
   shall make such rules and regulations for the conduct of its
   business and for the carrying out of the Plan as it shall deem
   appropriate.  The interpretation and construction of any
   provision of the Plan by the Committee shall, unless otherwise
   determined by the Board of Directors, be final and conclusive
   on all persons having any interest thereunder.

   3.   ELIGIBILITY

        All directors of the Company who are not employees of the
   Company are eligible to participate in the Plan. 

   4.   PARTICIPATION

        A director may enter the Plan on January 1, 1997 and
   thereafter on any April 1, or October 1 (hereinafter the
   "Enrollment Date(s)") by filling out, signing and delivering
   to the Company's Human Resource Department, at least twenty
   (20) days prior to such Enrollment Date, an enrollment
   Authorization (hereinafter the "Authorization) on a form
   provided by the Company stating the amount to be deducted
   regularly from his or her director's fees, authorizing the
   purchase of the Company's Stock, specifying the exact name in
   which his or her account is to be established, and providing
   such other information as may be required.

        Shares purchased under the Plan will be held in an
   account only in the name of the participant or, if his or her
   Authorization so specifies, in the name of the participant and
   another person jointly with the right of survivorship.  A
   director's deductions and purchases under the Authorization he
   has on file under the Plan will continue as long as the Plan
   remains in effect unless he or she files a new Authorization
   or withdraws from the Plan as of an Enrollment Date.

   5.   DEDUCTIONS

        Deductions will be made each director's pay period of
   each month.

        The deduction may be revised or terminated at any time by
   the director's written request on a required form submitted to
   the Company's Human Resource Department; provided, however,
   that a director may not re-commence deductions until the
   Enrollment Date next following a period of six months after
   the date the director terminated his or her deductions, nor
   may a director make a revision or termination of a deduction
   Authorization more than once every six months.  Commencement
   can only start on an Enrollment Date and revision or
   termination of deductions will become effective as soon as
   practicable after a director's written request is received by
   the Company.

        Interest will not be paid or accrued on deductions.

   6.   CONTRIBUTION BY COMPANY

        The Company will contribute for each participating
   director an amount equal to twenty-five percent (25%) of the
   participant's actual deduction.  In addition, the Company will
   pay the brokerage commissions on purchases of the Company's
   Common Stock made from amounts deducted from the participants'
   and Company contributions under this Plan.

        However, commissions, transfer fees and any other costs
   in connection with the reinvestment of dividends, the sale,
   purchase, transfer or any other securities transaction other
   than the initial purchase of the Company's Common Stock will
   be paid by the participant.

        Commissions under the Plan will be computed in accordance
   with the Broker's rates in effect at the time of purchase.

        The Company will also pay the Broker's administrative
   charges, if any, for maintaining participants' accounts.

   7.   BROKER FOR THE PLAN

        The Company has designated Smith Barney, Inc.
   (hereinafter the "Broker"), with its principal offices located
   at 388 Greenwich Street, 18th Floor, New York, New York,
   10013, Attn:  EMSIP, as Broker to open and maintain an account
   in the name of each participant and to make purchases of
   shares of the Company's Common Stock on the American Stock
   Exchange for the accounts of the participants and perform
   certain administrative, custodial, brokerage and other
   services in connection with the Plan.

        Upon ninety (90) days prior written notice, the Company
   shall have the right to terminate the Broker's services as
   Broker under the Plan.  Upon ninety (90) days prior written
   notice, the Broker shall have the right to terminate its
   services as Broker under the Plan.

        The Committee may select a successor Broker and make such
   arrangements with the Broker, or any successor Broker selected
   by the Committee, as it deems appropriate in furtherance of
   the Plan.

   8.   PURCHASE OF COMPANY SHARES

        Promptly after the end of each month in which fee
   deductions were made, the Company will forward its check in
   the total dollar amount of director fee deductions and the
   Company contribution, along with a listing of each participant
   and amount, to the Broker.  The Broker will purchase shares of
   the Company's Common Stock on the American Stock Exchange (or
   such other exchange on which the shares may be listed or in
   such other markets as the Stock may be traded from time to
   time) each month, crediting the directors' accounts with the
   number of shares and fractional shares purchasable within the
   combined remittance of the director and the Company.  The
   average cost of shares purchased during the month under the
   Plan and other Company stock purchase plans administered by
   the Broker, will be used to determine the number of shares
   allocable to each director.  Certificates representing shares
   so purchased shall be issued in the name of the Broker or its
   nominee and will remain so registered until delivery is
   requested by the  participant.

        The participant's account will be credited with cash
   dividends paid in respect of the full shares and any
   fractional interest in shares held in the account.  Cash
   dividends will be reinvested in Common Stock following receipt
   thereof by the Broker unless the participant has previously
   instructed the Broker to the contrary.  Regular brokerage
   commissions payable on purchases made with reinvested
   dividends will be payable by the participant and deducted from
   the amount of dividend at the time such reinvestment is made.

        Stock dividends or stock splits in respect of shares held
   in the participant's account will be credited to the account
   without charge.

        Distributions to holders of Common Stock in the form of
   other securities and rights to subscribe for additional shares
   will be sold and the proceeds will be handled in the same
   manner as a cash dividend.

   9.   OWNERSHIP OF COMPANY SHARES

        At the time of purchase of the Company's Common Stock by
   the Broker, each participant for whose account funds were
   received will acquire full ownership immediately of all shares
   and of any fractional interest in shares purchased for such
   participant's account.

   10.  TRANSFER OF SHARES TO PARTICIPANTS

        Upon the participant's written request, whole shares
   shall be issued to him or her without affecting continued
   participation in the Plan.  The participant will pay any
   Broker's charges for delivery of certificate(s).

   11.  WITHDRAWAL

        A participant may withdraw from the Plan in whole, but
   not in part, at any time by filling a withdrawal notice on a
   form provided by the Company at least twenty (20) days prior
   to the month for which the withdrawal is to be effective.  A
   participant that has withdrawn from the Plan may not reenter
   the Plan until six months after such withdrawal election and
   after reentry must wait six months from the date of such
   reentry before electing to withdraw again from the Plan.  In
   addition, a participant shall be deemed to have withdrawn upon
   the occurrence of any of the following:   (i) termination for
   any reason of the participant as a director of the Company;
   (ii) death of the participant; (iii) termination of the Plan
   by the Company; or (iv) a violation of the assignment and
   transfer provisions of Section 12 hereof.  Upon withdrawal, a
   participant may continue his or her account with the Broker
   with the Broker's consent or, at the participant's election,
   all full shares in the account of the participant  will be
   transferred to the participant and a certificate evidencing
   such shares will be issued to him; fractional shares will be
   sold and the proceeds paid in cash.

   12.  RIGHTS NOT TRANSFERRABLE

        A participant's privilege to purchase Common Stock under
   the Plan can be exercised only by the participant acting on
   his or her own behalf.  Stock cannot be purchased by
   participant for someone else.  Participants in the Plan may
   not sell, transfer, pledge or assign to any other person any
   interest or right under the Plan or in any funds credited to
   his account.  Should any such assignment or transfer be
   attempted by participant, it shall constitute and be treated
   as a withdrawal from the Plan.

   13.  AMENDMENT OR TERMINATION OF PLAN

        The Board of Directors of the Company may amend or
   terminate the Plan at any time; provided, however, that the
   Plan may not be amended more than once every six months;
   further provided, however, that no amendment or modification
   shall operate to divest the participant of any shares
   purchased for his or her account or of any deductions remitted
   by the employee participant.

   14.  INDEMNIFICATION

        To the extent permitted by law, the Company will
   indemnify each member of the Board, each officer of the
   Company, each Committee member, and other employees of the
   Company involved in the administration of the Plan against all
   costs, expenses and liabilities, including attorney's fees,
   incurred in connection with any action, suit or proceeding
   instituted against them alleging any act of omission or
   commission performed by them in discharging their duties with
   respect to the Plan, provided that in so acting he was acting
   in good faith while performing such duties.  This
   indemnification is applicable only to the costs, expenses and
   liabilities that are not covered under insurance as may be now
   or hereafter provided by the Company.

   15.  REPORTS TO PARTICIPANTS

        A participant will receive a confirmation from the Broker
   each time a share or fractional share interest is bought or
   sold.  Each quarter the Broker will furnish each participant
   with a statement showing all activity in his or her individual
   account for the quarter.

        The Broker will deliver to each participant as promptly
   as practicable, by mail or otherwise, all notices of meetings,
   proxy statements and other material distributed by the Company
   to its stockholders.  The full shares of Stock in each
   participant's account will be voted in accordance with the
   participant's signed proxy instructions duly delivered to the
   Broker.  There will be no charge to the participant for the
   Broker's retention of Stock certificates, or in connection
   with notices, proxies or other such material.

   16.  GENERAL PROVISIONS

        The Board of Directors hopes the participants will retain
   Stock purchased under the Plan for investment.  Subject to
   Section 11 and applicable laws and regulations, a participant
   may, however, withdraw and sell Stock purchased under the Plan
   at any time.  The participant assumes the risk of any market
   fluctuations in the price of such Stock.

   17.  REGULATORY AUTHORITIES

        The  Plan will not become effective until the shares
   under the Plan are registered with the Securities and Exchange
   Commission, and any other required registrations and
   regulatory approvals are obtained.

                            EXHIBIT 23.1

                         AUDITOR'S CONSENT

   We consent to the incorporation by reference in this
   Registration Statement of Florida Rock Industries, Inc. on
   Form S-8 of our reports dated December 3, 1996, appearing in
   and incorporated by reference in the Annual Report on Form 10-
   K of Florida Rock Industries, Inc. for the year ended
   September 30, 1996.

   DELOITTE & TOUCHE L.L.P.

   /s/ Deloitte & Touche L.L.P.

   Jacksonville, Florida
   December 26, 1996