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

                       FRP PROPERTIES, INC.
      (Exact name of registrant as specified in its charter)

               Florida                            59-2924957
     (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

           FRP PROPERTIES, INC. 1995 STOCK OPTION PLAN
                     (Full title of the plan)

                        Ruggles B. Carlson
           Assistant Treasurer and Assistant Secretary
                       FRP Properties, 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,                         $25.00      $2,500,000      $757.58
 $0.10 par     100,000
 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
     employees 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 8 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 0-
17554).

     (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 III, VII and XII of the Registrant's
          Articles of Incorporation, previously filed on Form S-4
          dated December 13, 1988 (File No. 33-26115), as amended
          by vote of the shareholders on February 7, 1991
          pursuant to proxy statement dated December 19, 1990
          (text contained in Exhibit thereto) and filed with the
          Commission.

     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 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 X of the Registrant's Articles of Incorporation
provides as follows:

     1.   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.

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

     4.   In addition to the foregoing provisions, this
     corporation shall indemnify each person or party
     described in paragraph A of this Article X to the
     fullest extent permitted by Section 607.014, Florida
     Statutes.

     5.   If any part of this Article X 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.

     Options for a total of 15,000 shares out of the 100,000
registered hereunder have heretofore been granted by the
Registrant to one person.  This person is an executive officer
and a director of the Registrant.  Exemption from registration is
claimed under Section 4(2) of the Securities Act of 1933.  None
of such shares are being re-offered or re-sold hereunder at this
time.


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.

                              FRP PROPERTIES, INC.
                                   (Registrant)


                              By:   /s/ John E. Anderson
                                   John E. Anderson,
                                   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/ John E. Anderson           Director, President and Chief
      John E. Anderson          Executive Officer
                                (Principal Executive Officer)

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

 /s/ John D. Baker, II                    Director
      John D. Baker, II

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

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

 /s/ Ruggles B. Carlson         Assistant Treasurer and
      Ruggles B. Carlson        Assistant Secretary
                                (Principal Financial and
                                Accounting Officer)

 /s/ Ish Copley                           Director
      Ish Copley

 /s/ David H. deVilliers, Jr.             Director
      David H. deVilliers, Jr.

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

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

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

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

 /s/ John R. Mabbett, III                 Director
      John R. Mabbett, III

 /s/ Robert H. Paul, III                  Director
      Robert H. Paul, III

 /s/ Martin E. Stein, Jr.                 Director
      Martin E. Stein, Jr.

 /s/ James H. Winston                     Director
      James H. Winston



                          EXHIBIT INDEX


                                                    Sequentially
 Exhibit                                              Numbered
   No.                                                 Pages

 4.1(a)   Articles of Incorporation (incorporated
          by reference to Exhibit 3(a) to Form
          S-4 Registration Statement dated
          December 13, 1988.  (Reg. No. 33-
          26115))

 4.1(b)   Amendment to Articles of Incorporation
          (incorporated by reference to Exhibit
          3(i)(b) to Registrant's Form 10-K for
          the year ended September 30, 1993).

 4.1(c)   Amendment to 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      FRP Properties, Inc. 1995 Stock Option
          Plan (incorporated by reference to
          appendix to Registrant's Proxy
          Statement dated December 15, 1994).

 5.1      Opinion of Counsel.                                  9

 21.1     Subsidiaries of the Company whose                   11
          employees are entitled to participate
          in the FRP Properties, Inc. 1995 Stock
          Option Plan.

 23.1     Consent of Deloitte & Touche, L.L.P.                12

 23.2     Consent of Counsel (included in Exhibit
          5.1)



                           EXHIBIT 5.1
                        OPINION OF COUNSEL


              LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                        50 N. Laura Street
                            Suite 2800
                     Jacksonville, FL  32202




                        December  26, 1996


FRP Properties, Inc.
155 East 21st Street
Jacksonville, FL  32206

     Re:  FRP Properties, Inc. 1995 Stock Option Plan
          -Registration Statement on Form S-8

Ladies and Gentlemen:

     We are counsel to FRP Properties, Inc., a Florida
corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed
by the Company with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the issuance of options for 100,000 shares of the
Company's common stock, par value $0.10 per share (the "Common
Stock"), pursuant to the FRP Properties, Inc. 1995 Stock Option
Plan (the "Plan").

     In rendering this opinion, we have examined: (a) the
Registration Statement; (b) the Company's prospectus, dated
December 26, 1996; (c) a copy of the Company's articles of
incorporation and all amendments thereto; (d) a copy of the
Company's by-laws; and (e) a record of the proceedings of the
Company relating to the authorization of the issuance and
delivery of the Common Stock.  We have also examined originals,
or copies of originals certified to our satisfaction, of such
agreements, documents, certificates and other statements of
governmental officials and other instruments, and examined such
questions of law and have satisfied ourselves as to such matters
of fact, as we have considered relevant and necessary as a basis
for this opinion.  We have assumed, without inquiry, the
authenticity of all documents submitted to us as originals, the
genuineness of all signatures, the legal capacity of all natural
persons and the conformity with authentic original documents of
any copies thereof submitted to us for our examination.

     Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:

     1.   The Company has been incorporated under the laws of
Florida and the Company's status is active.

     2.   The Common Stock will be legally issued, fully paid and
nonassessable when: (i) the Registration Statement shall have
become effective under the Securities Act; (ii) the options for
the Common Stock shall have been issued and exercised in the
manner contemplated by the Plan; and (iii) certificates
representing the Common Stock shall have been executed,
countersigned and registered and delivered to the purchasers
thereof against payment of the agreed consideration therefor.

     We express no opinion as to the application of the
securities or "Blue Sky" laws of the various states to the sale
of the Common Stock.

     The opinions rendered herein are limited to the law of the
State of Florida and the Federal law of the United States.

     This opinion is being delivered in connection with the
Registration Statement and, accordingly, may not be used for any
other purpose without our prior written consent.  We assume no
obligation to update or supplement this opinion to reflect any
facts or circumstances that may hereafter come to our attention
with respect to the opinions expressed above, including any
changes in applicable law that may hereafter occur.

     We hereby consent to the use of our name in the Registration
Statement as counsel who will pass upon the legality of the
Common Stock for the Company and as having prepared this opinion,
and to the use of this opinion as an exhibit to the Registration
Statement.  We also consent to the use of our name as counsel for
the Company and to any references to this firm in the prospectus
that constitutes part of the Registration Statement.

     In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules or
regulations of the Securities and Exchange Commission promulgated
thereunder.

                         Very truly yours,


                         LeBoeuf, Lamb, Greene & MacRae, L.L.P.


                           EXHIBIT 21.1

                                            State of
 Name                                     Incorporation

 Florida Rock & Tank Lines, Inc.             Florida

 Florida Rock Properties, Inc.               Florida

 FRP Development Corp.                      Maryland

 FRP Maryland, Inc.                         Maryland

 34 Loveton Center Limited Partnership      Maryland

 FRTL, Inc.                                  Florida

 Sunbelt Transport, Inc.                     Florida

 Oz Limited Partnership                     Maryland

 FRP Lakeside Limited Partnership           Maryland



                           EXHIBIT 23.1
                        AUDITOR'S CONSENT


We consent to the incorporation by reference in this Registration
Statement of FRP Properties, 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 FRP Properties,
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": 24117}]
{"company-data": {"conformed-name": "FRP PROPERTIES INC", "cik": "0000844059", "assigned-sic": "4210", "irs-number": "592924957", "state-of-incorporation": "FL", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18875", "film-number": "96686897"}, "business-address": {"street1": "155 EAST 21ST STREET", "city": "JACKSONVILLE", "state": "FL", "zip": "32206", "phone": "9043551781"}, "mail-address": {"street1": "155 E 21ST ST", "city": "JACKSONVILLE", "state": "FL", "zip": "32206"}}
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

                       FRP PROPERTIES, INC.
      (Exact name of registrant as specified in its charter)

               Florida                            59-2924957
     (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

           FRP PROPERTIES, INC. 1995 STOCK OPTION PLAN
                     (Full title of the plan)

                        Ruggles B. Carlson
           Assistant Treasurer and Assistant Secretary
                       FRP Properties, 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,                         $25.00      $2,500,000      $757.58
 $0.10 par     100,000
 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
     employees 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 8 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 0-
17554).

     (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 III, VII and XII of the Registrant's
          Articles of Incorporation, previously filed on Form S-4
          dated December 13, 1988 (File No. 33-26115), as amended
          by vote of the shareholders on February 7, 1991
          pursuant to proxy statement dated December 19, 1990
          (text contained in Exhibit thereto) and filed with the
          Commission.

     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 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 X of the Registrant's Articles of Incorporation
provides as follows:

     1.   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.

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

     4.   In addition to the foregoing provisions, this
     corporation shall indemnify each person or party
     described in paragraph A of this Article X to the
     fullest extent permitted by Section 607.014, Florida
     Statutes.

     5.   If any part of this Article X 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.

     Options for a total of 15,000 shares out of the 100,000
registered hereunder have heretofore been granted by the
Registrant to one person.  This person is an executive officer
and a director of the Registrant.  Exemption from registration is
claimed under Section 4(2) of the Securities Act of 1933.  None
of such shares are being re-offered or re-sold hereunder at this
time.

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.

                              FRP PROPERTIES, INC.
                                   (Registrant)

                              By:   /s/ John E. Anderson
                                   John E. Anderson,
                                   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/ John E. Anderson           Director, President and Chief
      John E. Anderson          Executive Officer
                                (Principal Executive Officer)

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

 /s/ John D. Baker, II                    Director
      John D. Baker, II

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

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

 /s/ Ruggles B. Carlson         Assistant Treasurer and
      Ruggles B. Carlson        Assistant Secretary
                                (Principal Financial and
                                Accounting Officer)

 /s/ Ish Copley                           Director
      Ish Copley

 /s/ David H. deVilliers, Jr.             Director
      David H. deVilliers, Jr.

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

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

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

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

 /s/ John R. Mabbett, III                 Director
      John R. Mabbett, III

 /s/ Robert H. Paul, III                  Director
      Robert H. Paul, III

 /s/ Martin E. Stein, Jr.                 Director
      Martin E. Stein, Jr.

 /s/ James H. Winston                     Director
      James H. Winston

                          EXHIBIT INDEX

                                                    Sequentially
 Exhibit                                              Numbered
   No.                                                 Pages

 4.1(a)   Articles of Incorporation (incorporated
          by reference to Exhibit 3(a) to Form
          S-4 Registration Statement dated
          December 13, 1988.  (Reg. No. 33-
          26115))

 4.1(b)   Amendment to Articles of Incorporation
          (incorporated by reference to Exhibit
          3(i)(b) to Registrant's Form 10-K for
          the year ended September 30, 1993).

 4.1(c)   Amendment to 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      FRP Properties, Inc. 1995 Stock Option
          Plan (incorporated by reference to
          appendix to Registrant's Proxy
          Statement dated December 15, 1994).

 5.1      Opinion of Counsel.                                  9

 21.1     Subsidiaries of the Company whose                   11
          employees are entitled to participate
          in the FRP Properties, Inc. 1995 Stock
          Option Plan.

 23.1     Consent of Deloitte & Touche, L.L.P.                12

 23.2     Consent of Counsel (included in Exhibit
          5.1)

                           EXHIBIT 5.1
                        OPINION OF COUNSEL

              LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                        50 N. Laura Street
                            Suite 2800
                     Jacksonville, FL  32202

                        December  26, 1996

FRP Properties, Inc.
155 East 21st Street
Jacksonville, FL  32206

     Re:  FRP Properties, Inc. 1995 Stock Option Plan
          -Registration Statement on Form S-8

Ladies and Gentlemen:

     We are counsel to FRP Properties, Inc., a Florida
corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being filed
by the Company with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the issuance of options for 100,000 shares of the
Company's common stock, par value $0.10 per share (the "Common
Stock"), pursuant to the FRP Properties, Inc. 1995 Stock Option
Plan (the "Plan").

     In rendering this opinion, we have examined: (a) the
Registration Statement; (b) the Company's prospectus, dated
December 26, 1996; (c) a copy of the Company's articles of
incorporation and all amendments thereto; (d) a copy of the
Company's by-laws; and (e) a record of the proceedings of the
Company relating to the authorization of the issuance and
delivery of the Common Stock.  We have also examined originals,
or copies of originals certified to our satisfaction, of such
agreements, documents, certificates and other statements of
governmental officials and other instruments, and examined such
questions of law and have satisfied ourselves as to such matters
of fact, as we have considered relevant and necessary as a basis
for this opinion.  We have assumed, without inquiry, the
authenticity of all documents submitted to us as originals, the
genuineness of all signatures, the legal capacity of all natural
persons and the conformity with authentic original documents of
any copies thereof submitted to us for our examination.

     Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:

     1.   The Company has been incorporated under the laws of
Florida and the Company's status is active.

     2.   The Common Stock will be legally issued, fully paid and
nonassessable when: (i) the Registration Statement shall have
become effective under the Securities Act; (ii) the options for
the Common Stock shall have been issued and exercised in the
manner contemplated by the Plan; and (iii) certificates
representing the Common Stock shall have been executed,
countersigned and registered and delivered to the purchasers
thereof against payment of the agreed consideration therefor.

     We express no opinion as to the application of the
securities or "Blue Sky" laws of the various states to the sale
of the Common Stock.

     The opinions rendered herein are limited to the law of the
State of Florida and the Federal law of the United States.

     This opinion is being delivered in connection with the
Registration Statement and, accordingly, may not be used for any
other purpose without our prior written consent.  We assume no
obligation to update or supplement this opinion to reflect any
facts or circumstances that may hereafter come to our attention
with respect to the opinions expressed above, including any
changes in applicable law that may hereafter occur.

     We hereby consent to the use of our name in the Registration
Statement as counsel who will pass upon the legality of the
Common Stock for the Company and as having prepared this opinion,
and to the use of this opinion as an exhibit to the Registration
Statement.  We also consent to the use of our name as counsel for
the Company and to any references to this firm in the prospectus
that constitutes part of the Registration Statement.

     In giving this consent, we do not hereby admit that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules or
regulations of the Securities and Exchange Commission promulgated
thereunder.

                         Very truly yours,

                         LeBoeuf, Lamb, Greene & MacRae, L.L.P.

                           EXHIBIT 21.1

                                            State of
 Name                                     Incorporation

 Florida Rock & Tank Lines, Inc.             Florida

 Florida Rock Properties, Inc.               Florida

 FRP Development Corp.                      Maryland

 FRP Maryland, Inc.                         Maryland

 34 Loveton Center Limited Partnership      Maryland

 FRTL, Inc.                                  Florida

 Sunbelt Transport, Inc.                     Florida

 Oz Limited Partnership                     Maryland

 FRP Lakeside Limited Partnership           Maryland

                           EXHIBIT 23.1
                        AUDITOR'S CONSENT

We consent to the incorporation by reference in this Registration
Statement of FRP Properties, 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 FRP Properties,
Inc. for the year ended September 30, 1996.

DELOITTE & TOUCHE L.L.P.

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

Jacksonville, Florida
December 26, 1996