UNITED STATES
	            SECURITIES AND EXCHANGE COMMISSION
	                  WASHINGTON, D.C.  20549
                                  FORM 10-Q
(Mark one)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934


For The Quarterly Period Ended December 31, 2006

	OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934


Commission File Number 1-7159


	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)

	904/355-1781
	(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes   X    No

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer or a non-accelerated filer.   See
definition of "accelerated filer and large accelerated filer in Rule
12b-2 of the Exchange Act.
Large accelerated filer   X
Accelerated filer            Non-accelerated filer

Indicate by check mark whether the registrant is a shell company (as
defined by Rule 12b-2 of the Exchange Act).   Yes       No    X

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of January 30, 2007: 65,809,776 shares of
$.10 par value common stock.



FLORIDA ROCK INDUSTRIES, INC.
FORM 10-Q
QUARTER ENDED DECEMBER 31, 2006


CONTENTS

                                                                  Page No.

Part I.  Financial Information

Item 1.  Financial Statements (unaudited)
   Condensed Consolidated Balance Sheets                               1
   Condensed Consolidated Statements of Income                         2
   Condensed Consolidated Statements of Cash Flows                     3
   Notes to Condensed Consolidated Financial Statements                4

Item 2.  Management's Discussion and Analysis of Financial            13
	      Condition and Results of Operations

Item 3.  Quantitative and Qualitative Disclosures about Market Risk   19

Item 4.  Controls and Procedures                                      19


Part II.  Other Information


Item 1.  Legal Proceedings                                            20

Item 1A  Risk Factors                                                 20

Item 6.  Exhibits                                                     20

Signatures                                                            21

Exhibit 11   Computation of Earnings Per Common Share                 23

Exhibit 31(a)Certification of John D. Baker, II                       24

Exhibit 31(b)Certification of John D. Milton, Jr.                     25

Exhibit 31(c)Certification of Wallace A. Patzke, Jr.                  26

Exhibit 32   Certification under Section 906 of Sarbanes-Oxley Act    27
		       of 2002



















Certain matters discussed in this report contain forward-looking statements
that are subject to risks and uncertainties that could cause actual results
to differ materially from those indicated by such forward-looking
statements. These forward-looking statements relate to, among other things,
capital expenditures, liquidity, capital resources, and competition and may
be indicated by words or phrases such as "anticipate," "estimate," "plans,"
"project," "continuing," "ongoing," "expects," "contemplates," "management
believes," "the Company believes," "the Company intends," and similar words
or phrases.   The following factors are among the principal factors that
could cause actual results to differ materially from the forward-looking
statements: availability and terms of financing; the weather; competition;
levels of construction activity in the Company's markets; cement shipments
and availability; fuel and electric costs; transportation costs; inflation;
quality and quantities of the Company's aggregates reserves; residential
and nonresidential construction; public spending for federal highways and
infrastructure; governmental regulations; ocean shipping rates; and
management's ability to determine appropriate sales mix, plant location and
capacity utilization.

However, this list is not a complete statement of all potential risks or
uncertainties. These forward-looking statements are made as of the date
hereof based on management's current expectations and the Company does not
undertake, and affirmatively disclaims, an obligation to update such
statements, whether as a result of new information, future events or
otherwise. Additional information regarding these and other risks factors
may be found in the Company's other filings made from time to time with the
Securities and Exchange Commission.



                             PART I.  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                        FLORIDA ROCK INDUSTRIES, INC. AND SUBSIDIARIES
	                     CONDENSED CONSOLIDATED BALANCE SHEETS
	                                 (In thousands)
	                                   (Unaudited)

                                               December 31,   September 30,
                                                  2006            2006

ASSETS
Current assets:
 Cash and cash equivalents                     $   69,164           93,353
 Accounts receivable, less allowance
  for doubtful accounts of $2,465
  ($2,530 at September 30, 2006)                  134,332          150,088
 Inventories                                       52,934           53,015
 Deferred income taxes                              3,416            3,696
 Prepaid expenses and other                         4,955            5,039
  Total current assets                            264,801          305,191

Other assets                                       68,480           64,305
Goodwill                                          176,752          176,752
Property, plant and equipment, at cost:
 Depletable land                                  157,156          157,536
 Other land                                        84,653           81,839
 Plant and equipment                            1,012,301          966,363
 Construction in process                          115,250           81,976
                                                1,369,360        1,287,714
 Less accumulated depreciation,
  depletion and amortization                      608,378          597,702
  Net property, plant and equipment               760,982          690,012
                                               $1,271,015        1,236,260
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Accounts payable                              $   79,144           82,327
 Dividends payable                                  9,804                -
 Accrued payroll and benefits                      45,248           50,670
 Accrued insurance reserves, current portion        4,503            3,196
 Accrued liabilities, other                         6,064           11,794
 Long-term debt due within one year                 3,280            3,279
  Total current liabilities                       148,043          151,266

Long-term debt, excluding current installments     16,364           16,423
Deferred income taxes                              93,102           92,449
Accrued employee benefits                          22,458           22,329
Long-term accrued insurance reserves               19,423           19,423
Other accrued liabilities                          18,879           18,474
 Total liabilities                                318,269          320,364

Shareholders' equity:
 Preferred stock, no par value; 10,000,000
  shares authorized, none issued                        -                -
 Common stock, $.10 par value; 100,000,000
  shares authorized, 65,809,776 shares issued
  (65,809,776 shares at September 30, 2006)         6,581            6,581
 Capital in excess of par value                    47,385           46,171
 Retained earnings                                919,238          884,763
 Less cost of treasury stock; 448,838 shares      (17,260)         (18,421)
  (478,390 shares at September 30, 2006)
 Accumulated other comprehensive loss, net of
   tax                                             (3,198)          (3,198)
  Total shareholders' equity                      952,746          915,896
                                               $1,271,015        1,236,260
See accompanying notes.



	FLORIDA ROCK INDUSTRIES, INC. AND SUBSIDIARIES
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME
	(  In thousands except per share amounts)
	                  (Unaudited)
                                   Three Months Ended
                                       December 31,
                                     2006       2005

Net sales                          $287,059    297,834
Freight revenues                      8,290      8,418
  Total sales                       295,349    306,252

Cost of sales                       195,138    208,531
Freight expense                       8,788      8,396
  Total cost of sales               203,926    216,927

Gross profit                         91,423     89,325
Selling, general and administrative  28,489     28,772
Gain on sale of real estate          (3,972)    (1,196)
Operating profit                     66,906     61,749

Interest expense                        (92)      (259)
Interest income                       1,285        736
Other income (expense), net             877      3,939

Income before income taxes           68,976     66,165
Provision for income taxes           24,697     24,150

Net income                         $ 44,279     42,015

Earnings per share:
 Basic                                $ .68        .64

 Diluted                              $ .67        .63

Cash dividend per common share        $ .15        .15

Weighted average shares used
in computing earnings per share:
 Basic                               65,339     65,557
 Diluted                             66,453     66,828


See accompanying notes.



















                  FLORIDA ROCK INDUSTRIES, INC. AND SUBSIDIARIES
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      THREE MONTHS ENDED DECEMBER 31, 2006 AND 2005
	                        (In thousands)
	                         (Unaudited)
                                                   2006       2005
Cash flows from operating activities:
  Net income                                     $ 44,279   42,015
  Adjustments to reconcile net income to net
   cash provided from operating activities:
    Depreciation, depletion and amortization       19,017   16,806
    Deferred income tax provision (benefit)           934   (5,030)
    Provision for doubtful accounts                   (89)     548
    Gain on disposition of property, plant and
      equipment and other assets                   (4,542)  (4,484)
    Dividends from affiliates                           -       94
    Stock option expense                            1,552    1,378
  Net changes in operating assets and
     liabilities:
     Accounts receivable                           15,845    9,894
     Inventories                                       81   (1,569)
     Prepaid expenses and other                        84   (1,390)
     Accounts payable and accrued liabilities     (12,661)    (664)
     Other, net                                       591     (299)

 Net cash provided by operating activities         65,091   57,299

Cash flows from investing activities:
  Purchases of property, plant and equipment      (92,291) (36,615)
  Net proceeds from the sale of property, plant
   and equipment and other assets                   8,852    2,363
  Additions to other assets                        (5,927)  (3,020)
  Investment in and advances to joint ventures       (610)       -
  Business acquisition                                  -   (7,053)
  Collection of advances to affiliates                  -      210

Net cash used in investing activities             (89,976) (44,115)

Cash flows from financing activities:
  Repayment of long-term debt                         (58)     (76)
  Exercise of employee stock options                  549      666
  Excess tax benefits from exercise of stock
   options                                            205      626
  Payment of dividends                                  -   (9,832)

Net cash provided by (used in) financing              696   (8,616)
  activities

Net(decrease) increase in cash and cash
  equivalents                                     (24,189)   4,568
Cash and cash equivalents at beginning of period   93,353   68,921

Cash and cash equivalents at end of period        $69,164   73,489


See accompanying notes.




                  FLORIDA ROCK INDUSTRIES, INC. AND SUBSIDIARIES
	      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                	(Unaudited)

(1)	Basis of Presentation

The accompanying condensed consolidated financial statements
include the accounts of Florida Rock Industries, Inc. and its
consolidated subsidiaries (collectively, the "Company").
These statements have been prepared in accordance with
accounting principles generally accepted in the United States
of America for interim financial information and the
instructions to Form 10-Q and do not include all the
information and footnotes required by accounting principles
generally accepted in the United States of America for
complete financial statements.  In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of the results
for the interim periods have been included.  Operating results
for the three months ended December 31, 2006, are not
necessarily indicative of the results that may be expected for
the fiscal year ended September 30, 2007.  The accompanying
condensed consolidated financial statements and the
information included under the heading "Management's
Discussion and Analysis" should be read in conjunction with
the consolidated financial statements and related notes of
Florida Rock Industries, Inc. included in its Annual Report on
Form 10-K for the year ended September 30, 2006.

(2)	Stock Option Plan

	The Company uses the Black Scholes option-pricing model to
determine fair value of stock options. The fair value of
options granted during the first quarter of fiscal 2007 and
2006 was estimated using the following weighted average
assumptions:

	                        Three Months        Three Months
                                  Ended                Ended
                             December 31, 2006   December 31, 2005

     Expected dividend yield       1.39%               1.16%
     Expected volatility          35.91%              34.25%
     Risk-free interest rate       4.44%               4.48%
     Expected life of stock
       options-years                7.1                 7.1

     Expected volatility is based on the Company's historical stock
prices.










     The following table summarizes stock option activity for the three
months ended December 31, 2006:



                                          Weighted    Weighted
                                          Average     Average     Aggregate
                                          Exercise    Remaining   Intrinsic
                               Options     Price       Life       Value



     Outstanding on
        September 30, 2006   3,630,626    $20.45

      Granted                  305,194     43.21
      Exercised                (29,552)    18.37
      Canceled                    (850)    44.34

      Outstanding on
        December 31, 2006     3,905,418    22.24       5.3     $ 81,285,000
      Exercisable on
        December 31, 2006     2,781,184   $15.77       4.1     $ 75,862,000


	The weighted average grant-date fair value for the three
months ended December 31, 2006 and 2005 was $17.04 and $22.56.
The total intrinsic value of options exercised during the
three months ended December 31, 2006 and 2005 was $717,000 and
$1,622,000.  The total tax benefits for the three months ended
December 31, 2006 were $274,000 of which $205,000 were excess
tax benefits and reported as cash flows from financing
activities.

     	For the three months ended December 31, 2006 and 2005,
compensation cost related to stock-based awards was $1,552,000
and $1,548,000, respectively. Tax benefits recognized related
to stock-based compensation for the three months ended
December 31, 2006 and 2005 were $599,000 and $597,000,
respectively.  As of December 31, 2006, there is $13,458,000
of unrecognized compensation expense related to nonvested
option awards that is expected to be recognized over a
weighted average period of 3.3 years.

(3)	New Accounting Pronouncements

In March 2005, the Emerging Issues Task Force reached a
consensus on Issue 04-6, "Accounting for Stripping Costs
Incurred during Production in the Mining Industry" ("EITF 04-
6") EITF 04-6 was effective for the Company beginning October
1, 2006 and requires that stripping costs incurred during the
production phase of the mine be included in the costs of the
inventory produced during the period that the stripping costs
are incurred.   The Company previously accounted for stripping
costs consistent with the method prescribed by EITF 04-6, and
as such, the adoption of EITF 04-6 not effect the Company's
consolidated financial statements.

In June 2006, the FASB issued FIN 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB
Statement No. 109, Accounting for Income Taxes," which
clarifies the accounting for uncertainty in income taxes. FIN
48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in
a tax return. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim
periods and disclosure. The provisions of FIN 48 are effective
for the Company beginning October 1, 2007 and it is not
expected to have a material effect on the Company's
consolidated financial statements.

In June 2006, the FASB ratified EITF No. 06-3, "Disclosure
Requirements for Taxes Assessed by a Government Authority on
Revenue-Producing Transactions." EITF 06-3 requires disclosure
of a company's accounting policy with respect to presentation
of taxes collected on a revenue producing transaction between
a seller and a customer. For taxes that are reported on a
gross basis (included in revenue and costs), EITF 06-3 also
requires disclosure of the amount of taxes included in the
financial statements. The Company records taxes on a net
basis.   EITF 06-3 is effective for the Company beginning
January 1, 2007 and it is not expected to have a material
effect on the Company's consolidated financial statements.

In September 2006, the FASB issued FASB Staff Position (FSP)
No. AUG AIR-1, "Accounting for Planned Major Maintenance
Activities," which prohibits the use of the accrue-in-advance
method of accounting for planned major maintenance activities.
FSP AUG AIR-1 is effective for the Company beginning October
1, 2007. The Company does not currently use the prohibited
method, thus the FSP is not expected to have a material impact
on the Company's consolidated financial statements.

In September 2006, the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 108, "Considering the
Effects of Prior Year Misstatements in Current Year Financial
Statements," which requires registrants to consider the effect
of all carryover and reversing effects or prior year
misstatements when quantifying errors in current year
financial statements. The cumulative effective of initial
application is to be reported in the carrying amount of assets
and liabilities as of the beginning of the fiscal year, and
the offsetting is to be made to the opening balance of
retained earnings for that year. The provisions of SAB 108 are
effective for the Company's fiscal year ending September 30,
2007. The Company is in the process of evaluating the
requirements of SAB 108 and has net yet determined the impact,
if any, on its consolidated financial statements.

In September 2006, the FASB ratified EITF Issue No. 06-5,
"Accounting for Purchases of Life Insurance-Determining the
Amount That Could Be Realized in Accordance with FASB
Technical Bulletin No. 85-4." This issue requires that the
determination of the amount that could be realized under an
insurance contract (1) consider any additional amounts (beyond
cash surrender value) included in the contractual terms of the
policy and (2) be based on assumed surrender at the individual
policy or certificate level, unless all policies or
certificates are required to be surrendered as a group.  When
it is probable that contractual restrictions would limit the
amount that could be realized, such contractual limitations
should be considered and any amounts recoverable at the
insurance company's discretion should be excluded from the
amount that could be realized. EITF 06-5 is effective for the
company beginning October 1, 2007 and the Company is in the
process of evaluating its impact, if any, on the consolidated
financial statements.

In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements," which defines fair value, establishes a
framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair
value measurements. SFAS 157 is effective for the Company
beginning October 1, 2008 and the Company is evaluating the
impact, if any, of this Statement on its consolidated
financial statements.

In September 2006, the FASB issued SFAS No. 158, "Employers'
Accounting for Defined Benefit Pension and Other
Postretirement Plans-an amendment of FASB Statements No. 87,
88, 106, and 132(R)." This Statement requires the Company to
recognize the overfunded or underfunded status of its defined
benefit postretirement plans as an asset or liability in its
balance sheet and to recognize changes in that funded status
in the year in which the changes occur through comprehensive
income. This Statement also requires the measurement of
defined benefit plan assets and obligations as of the date of
the Company's fiscal year end.  SFAS 158 is effective for the
Company as of September 30, 2007, with the exception of the
measurement date provisions, which are effective for the
Company's fiscal year ending September 30, 2009. While the
Company is still evaluating the impact of FAS 158, it expects
to record an adjustment to other comprehensive income for the
fiscal year ending September 30, 2007 for its unfunded pension
liability as a result of the adoption of this Statement.

(4)	Asset Retirement Obligations

Asset retirement obligations are recorded for legal
obligations associated with the retirement of long-lived
assets that result from the acquisition, construction,
development and (or) normal use of the asset.

The analysis of asset retirement obligations for the three
months ended December 31, 2006 and 2005 is as follows (in
thousands):

                                           2006     2005

      Balance at beginning of period      $13,511   $9,060
      Additional liabilities                  234      269
      Cash flow revisions                      75        -
      Accretion of expenses                   176      113
      Payments/settlement of obligations     (177)      (8)
      Balance at end of period            $13,819    9,434










(5)	Inventories

       Inventories consisted of the following (in thousands):

   	                           December 31,     September 30,
                                      2006             2006

      Finished products            $ 28,576           29,312
      Raw materials                  11,145            9,232
      Work in progress                2,732            2,382
      Parts and supplies             10,481           12,089
                                   $ 52,934           53,015

The excess of current cost over the LIFO stated values of
inventories was $12,054,000 at December 31, 2006 and
$12,018,000 at September 30, 2006.

During the first quarter of fiscal 2007, inventory costs
increased, as quantities decreased. As a result, the change in
the LIFO reserve increased cost of sales by $36,000 for the
three months ended December 31, 2006.   During the first
quarter of fiscal 2006, there was a decrease in the LIFO
indices resulting from differences in product mix.   As a
result, the change in the LIFO reserve decreased cost of sales
by $605,000 for the three months ended December 31, 2005.

(6) Property, Plant and Equipment - Depletable Land

  	Depletion of sand and stone deposits is determined on the
basis of units of production in relation to estimated proven
reserves.   Proven reserves are estimated by our geologists
based upon results of sampling and other scientific methods
and techniques.   Depletion was $261,000 and $297,000 for the
three months ended December 31, 2006 and 2005. Units of
production were 3,358,000 and 3,544,000 for the three months
ended December 31, 2006 and 2005.

(7) Income Taxes

Our effective tax rate is based on expected income, statutory
tax rates and tax planning opportunities available in the
various jurisdictions in which we operate. On an interim
basis, we estimate the annual tax rate based on projected
taxable income for the full year and record a quarterly income
tax provision in accordance with the anticipated annual rate.
As the year progresses, we refine the estimates of the year's
taxable income as new information becomes available, including
year-to-date financial results. This continual estimation
process often results in a change to our expected effective
tax rate for the year. When this occurs, we adjust the income
tax provision during the quarter in which the change in
estimate occurs so that the year-to-date provision reflects
the expected annual tax rate.

(8)  Gains on Sale of Real Estate and Other Income

During the first quarter of fiscal 2007, the Company sold real
estate resulting in a pre-tax gain of $3,972,000.   During the
first quarter of fiscal 2006, the Company sold real estate
resulting in a pre-tax gain of $1,196,000.   Additionally
during the first quarter of fiscal 2006, the Company exchanged
parcels of land with another party in settlement of a lawsuit.
The exchange was recorded at fair value and the resulting gain
of $2,838,000 was recorded in other income.

(9)	Business Segments

The Company has identified three business segments, each of
which is managed separately along product lines.   The
Company's operations are in the Southeastern and Mid-Atlantic
States.  The Aggregates segment mines, processes and sells
construction aggregates.   The Concrete products segment
produces and sells ready-mix concrete and other concrete
products.   The Cement and Calcium segment produces and sells
cement and calcium products to customers in Florida and
Georgia.

Operating results and certain other financial data for the
Company's business segments are as follows (in thousands):

                               Three Months Ended
                                 December 31,
                                2006     2005

Net sales, excluding
  freight
   Construction aggregates  $ 92,181     84,487
   Concrete products         183,658    195,110
   Cement and calcium         48,194     54,066
   Intersegment sales        (36,974)   (35,829)

   Total net sales,
     excluding freight      $287,059    297,834

Operating profit
   Construction aggregates  $ 24,678     20,601
   Concrete products          27,256     31,320
   Cement and calcium         19,566     15,101
   Corporate overhead         (4,594)    (5,273)

   Total operating          $ 66,906     61,749
     Profit

Identifiable assets, at quarter end
   Construction aggregates  $505,373    422,826
   Concrete products         336,464    286,867
   Cement and calcium        265,621    229,947
   Unallocated corporate
     assets                   77,118     57,392
   Cash items                 69,164     73,489
   Investments in affiliates  17,275     12,420

   Total identifiable
     Assets               $1,271,015  1,082,941

	Construction aggregates operating profit for the three months
ended December 31, 2005 includes gains on the sale of real
estate of $1,139,000.

	Cement and calcium operating profit for the three months ended
December 31, 2006 includes gains on the sale of real estate of
$3,972,000.

	Corporate overhead includes the costs of certain operating
activities that are not reflected in the operating results
used internally to measure and evaluate our core businesses.
These costs include executive management and related personnel
costs, corporate development costs, public company expenses,
certain employee benefits, professional and service fees,
certain insurance costs, and other general corporate items.

(10)	Supplemental Disclosures of Cash Flow Information

Cash paid during the three months ended December 31, 2006 and
2005 for certain expense items are as follows (in thousands):

                                              2006       2005
      Interest expense, net of
       amount capitalized of $189 in 2006  $     89       248
      Income taxes                         $ 29,486    22,347

The following schedule summarizes non-cash investing and
financing activities for the three months ended December 31,
2006 and 2005 (in thousands):

                                              2006       2005

       Additions to property, plant
        and equipment from exchanges        $   15      3,602

(11)	Related Party Transaction

On October 4, 2006, the Company entered into a 50-50 joint
venture with a subsidiary of Patriot ("FRP") to develop
property near Brooksville, Florida. We contributed
approximately 553 acres of land with a book value of
$1,700,000 and FRP contributed approximately 3,433 acres of
land which the Company leased from Patriot under a long-term
mining lease.   In addition, we contributed an additional 288
acre parcel that we acquired in 2006, and FRP reimbursed us
$3,018,000 for one-half of the acquisition costs of that
parcel. The Company's investment in the joint venture is
$4,900,000 as of December 31, 2006. The Company and FRP are
each required to fund up to $2 million each in additional
capital contributions.   Florida Rock Industries will continue
to conduct mining operations on a portion of the property and
pay royalties to FRP based on actual tons mined.   In
connection with the Joint Venture, the independent directors
of the Company also approved certain extensions of lease
agreements with FRP on the Company's corporate headquarters in
Jacksonville, Florida, the Astatula and Marion Sand mining
properties, also in Florida.   The Company and FRP also agreed
that a 2,500 acre tract of the Grandin mine property, in
Florida, due to be released from the lease, will remain
subject to the lease and available for future mining.




(12)	Contingent Liabilities

Following is a discussion of the more significant matters.
In view of the inherent uncertainties, the outcome of any
unresolved matters described below cannot be predicted at
this time, nor can the amount of potential loss, if any, be
reasonably estimated.   On March 22, 2006, the United
States District Court for the Southern District of Florida
ruled that the mining permit issued for our Miami quarry,
as well as several permits issued to competitors in the
same region, had been improperly issued. The Court remanded
the permitting process to the U.S. Army Corps of Engineers
for further review and consideration.  To date mining has
been unaffected pending the outcome of a hearing which
began in June, 2006 and ended December, 2006, with all
briefings to be completed by the parties by the end of
January, 2007.   The Court has not issued any rulings as to
the remedy it intends to order at the conclusion of these
proceedings.

The Court's ruling affects most of the twelve mining
permits issued for Florida's Lake Belt region.  We hold one
of the twelve permits. In 1997, the Florida Legislature
adopted the Miami-Dade County Lake Belt Plan, covering an
approximately 57,515-acre area west of Miami and east of
Everglades National Park. Among other purposes, the Lake
Belt Plan was developed to maximize efficient recovery of
limestone while promoting the social and economic welfare
of the community and protecting the environment. In 2002,
the U.S. Army Corps of Engineers issued ten permits that
collectively authorize dredging 5,409 acres of wetlands in
the Lake Belt for mining-related purposes while requiring
the permit holders to pay mitigation fees to fund the
acquisition and restoration of approximately 7,500 acres in
the Everglades.

The Lake Belt is the single biggest source of supply for
the State of Florida's needs of limestone and related
products.  Approximately half of Florida's supply of coarse
aggregates comes from the Lake Belt.  Although we hold only
one of the twelve mining permits issued for the Lake Belt,
this source of supply is important to the Company's Florida
operations.

For the three months ended December 31, 2006, we sold
920,000 tons of aggregates from the Miami quarry,
generating $10,016,000 in revenues. A significant portion
of this volume is shipped by rail to Central and Northeast
Florida and used in our concrete production facilities in
Southeastern Florida, Central Florida and Jacksonville.
Our Miami quarry employs 98 persons and has property, plant
and equipment of approximately $71,814,000 of which
$21,093,000 is land.

We estimate that recoverable reserves at the Miami quarry
(assuming that mining is permitted to continue in the long
term) are approximately 135 million tons.

We strongly believe that the Lake Belt Plan previously
approved by the agencies protects both environmental
interests and the economic interests of Miami-Dade County
and the State of Florida. We further believe that the
permits issued by the Corps of Engineers were properly
issued. We intend to appeal the Court's ruling, while at
the same time seeking re-issuance of the permits.

The ultimate impact of this ruling on our operations and
future results is largely dependent on several factors:

- whether mining will be interrupted pending
reconsideration of the permit by the Corps of Engineers;

- whether our permit will be reissued by the Corp of
Engineers;

- whether our competitors who mine in the Lake Belt will be
enjoined from mining or will have their permits reissued;
and

- whether the price increases that would likely result from
the inability to mine in the Lake Belt would lead to
cancellation of planned public projects and commercial and
residential construction projects in the Company's markets.

We have developed contingency plans in the event of a
temporary or permanent mining shutdown in the Lake Belt
region.  Our Ft. Myers quarry has adequate reserves and
plant capacity (via a second shift)  to replace the  volume
provided by our Miami quarry, but transporting aggregates
to many of the markets currently served by the Miami quarry
would require utilization of truck transportation, due to
the absence of adequate rail service from Ft. Myers.  We
are uncertain whether the market could supply sufficient
truck transportation to get Ft. Myers aggregates to all of
the markets currently being served with Florida Rock Miami
aggregate.  Even if truck transportation is available, the
transportation cost via truck would be substantially higher
and possibly prohibitive to some markets. Likewise, we
would expect time delays of two to four months to ramp up
the Ft. Myers quarry to the full second shift and some
increased inefficiency inherent in such a 24 hour
operation.

If mining was suspended or discontinued, we would need to
determine if the value of the assets or land had been
impaired. The recovery of our investment would be dependent
upon alternative uses for the assets currently employed at
Miami and cannot be estimated at this time.

We are involved in litigation on a number of other matters
and are subject to certain claims which arise in the normal
course of business, none of which, in the opinion of
management, are expected to have a materially adverse
effect on our consolidated financial statements.

We have retained certain self-insurance risks with respect
to losses for third party liability and property damage.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

	Executive Overview. The Company is one of the nation's leading
producers of construction aggregates, a major provider of ready-mix
concrete and concrete products in the Southeastern and mid Atlantic
States and a significant supplier of cement in Florida and Georgia.
We operate through three business segments: construction aggregates,
concrete products and cement and calcium. The construction
aggregates segment is engaged in the mining, processing,
distribution and sale of sand, gravel and crushed stone.   The
concrete products segment is engaged in production and sale of
ready-mix concrete, concrete block, prestressed concrete as well as
sales of other building materials.   The cement and calcium products
segment is engaged in the production and sale of Portland and
masonry cement, the importation of cement and slag which are either
sold or ground or blended and then sold and the sale of calcium
products to the animal feed industry.

     This discussion should be read in conjunction with management's
analysis included in the Form 10-K for the year ended September 30,
2006.

     For the contribution made to net sales and operating profit
from each business segment, see Note 9 to the Condensed Consolidated
Financial Statements.

Our Business

     We are a major basic construction materials company
concentrating on growth markets in the Southeastern and Mid-Atlantic
states.   We operate in three business segments: construction
aggregates, cement and calcium products, and concrete products.

     Construction Aggregates.   Our construction aggregates segment
is engaged in the mining, processing, distribution and sale of
crushed stone, sand and gravel.   We operate in Florida, Georgia,
Tennessee, Alabama, Maryland, Virginia, Delaware, Illinois,
Kentucky, Washington D.C. and Canada.

     Concrete Products Segment.   Our concrete products segment
produces and sells ready-mix concrete, concrete block, prestressed
and precast concrete and sells other building materials in Florida,
Georgia, North Carolina, Virginia, Maryland and Washington D.C.

     Cement and Calcium Products.   Our cement and calcium products
segment operates a cement plant in Newberry, Florida, import
terminals and grinding facilities in Tampa and Port Manatee, Florida
and a limestone grinding facility in Brooksville, Florida.

     We expect to complete construction of a second cement line in
late fiscal 2008 or early fiscal 2009 that will double the existing
production capacity.

     Our Tampa facility imports, blends or bags and sells cement and
grinds, blends and sells granulated blast furnace slag.   Our Port
Manatee facility imports and grinds clinker (unground cement) and
sells the ground cement.

     Our Brooksville facility operates a limestone grinding plant
that provides product for the animal feed industry and paint,
plastic and joint compound industries.

Business Environment

     Our business principally serves customers in the construction
industry.   Our business is impacted by a number of factors
affecting the construction industry and the economy as a whole.
Although a number of different factors, risks and trends affect our
business, we have highlighted some of these factors below:

     Our Markets.   Construction activity and general economic
conditions in our principal markets significantly affect our
results.  We continue to focus our operations and expansion on
growth markets.

     Construction Activity.    Our Florida markets have enjoyed
strong levels of residential construction activity in recent years.
Residential construction activity has been fueled by many factors,
including migration into Florida and mortgage rates near historic
lows. We expect this trend to continue in Florida over the long term
due to projected population growth although in recent months
residential construction has declined substantially.   It is more
difficult to predict commercial construction activity and
residential construction activity in other states.   Construction
activity in our markets is affected by a number of factors,
including population growth, economic conditions, interest rates and
other factors.

     Our financial results also are affected by highway construction
spending levels.   On August 10, 2005, the "Safe, Accountable,
Flexible and Efficient Transportation Equity Act-A Legacy for Users"
became law, providing $286.5 billion in guaranteed funding for
federal highway, transit and safety programs.  The budgeted levels
of Florida Department of Transportation construction spending are
scheduled to increase substantially over the next few years,
although highway spending continues to be severely limited in
certain markets, including Virginia.

     Cement Supplies.   Demand for cement products was strong during
fiscal 2005 but weakened in late fiscal 2006 as a result of the
slowdown in residential construction.   Demand continued to weaken
in fiscal 2007.    As a result there is an excess supply of cement
in our southern markets.   Our cement plant at Newberry has been
shut down during the month of January due to excess supply.
Nevertheless, we expect long-term demand to be strong in our
principal markets.

     Additional Factors Influencing Operations.  Our operations are
influenced by a number of other external and internal factors.
Other external factors include weather, competition, interest rates,
fuel costs, transportation costs, driver availability, labor costs
and inflation.   Other internal factors include sales mix, plant
location, quality and quantities of aggregates reserves, capacity
utilization and other operating factors.

     In October 2005 a hurricane affected southern Florida and
caused a disruption of business during the first quarter of fiscal
2006.   After the storm, the focus in that area was on restoring
conditions rather than commencing new construction.   Rail
operations were interrupted, resulting in restricted delivery of
product to our terminals.   This interruption caused a shortage of
aggregate productions in some parts of Florida which affected
business in areas not affected by the hurricane.  This resulted in a
negative impact on sales volumes in our southern operations during
the first quarter of fiscal 2006.

	Financial results are be affected by planned maintenance at the
cement plant since these costs, which can be significant, are
expensed when incurred. The Company expensed planned maintenance of
$2,600,000 in the first quarter of fiscal 2007, as compared to
$2,100,000 in first quarter of fiscal 2006.  The plant was shut down
for thirteen days in fiscal 2007 and eleven days in fiscal 2006 for
planned maintenance.  Planned maintenance costs typically result in
an overhaul to the wear parts of the major operating components.
Since the cement manufacturing process is continuous, the
coordination of the repair to multiple components is paramount.
Items that would typically be inspected, repaired and/or replaced
during an outage would include: chain and belt conveyors, idlers,
rollers, mill journals, impact hammers, grinding table liners,
separator blades, mill liners, bearings, fans, ductwork, airslides,
grinding media, refractory, castable and shell replacement.

     Our capital expenditure program for fiscal 2007 has a budget of
$345 million.  New plants and land acquisitions account for
approximately $270 million of this expenditure program. This
compares to capital expenditures in 2006 of $159 million. The
increase in the capital expenditure program for 2007 relates to
adding a second line at our cement plant in Newberry, Florida and
building new aggregates and concrete plants.

     Our insurance program consists of the Company self-insuring a
portion of the claims and paying premiums for coverage in excess of
this self-insurance retention.   The self-insurance retention level
is determined by comparing the premium for the coverage versus the
potential exposure. For the automobile insurance programs, self-
insurance retention is $3,000,000 per occurrence.   For workers
compensation and general liability insurance program, the self-
insurance retention is $1,000,000 per occurrence with an aggregate
of $2,000,000 for general liability.

	Operating Results.     For the first quarter of fiscal 2007,
which ended December 31, 2006, consolidated sales decreased 3.6% to
$295,349,000 from $306,252,000 in the same quarter last year.  The
primary reason for the decline in revenues is volume decreases in
all three of our business segments.   The decrease in volumes was
due to the slow down in the construction markets with the most
notable being the residential markets.    These volume decreases
were partially offset by price increases in our three business
segments.

In our aggregates segment, revenues increased although volumes
declined 5.6% at our producing locations and 4.8% at our
distribution terminals.   Sales prices at both our producing and
brokerage locations increased approximately 19.0% over the same
quarter last year.

In our concrete products segment revenues declined primarily as a
result of a 13.0% decrease in ready-mix volumes and a 31.9% decrease
in block volumes.   These volume decreases were partially offset by
increases in the average selling price of ready-mix concrete of
14.3% and 9.4% for block.

Our cement and calcium segment revenues also declined as a result of
a 23.0% decrease in cement volumes partially offset by 13.0%
increase in the average selling price.

Gross profit for the first quarter of fiscal 2007 increased 2.9% to
$91,423,000 from $89,325,000 for the same period last year. Gross
profit margin for the first quarter of fiscal 2007 increased to
30.1% from 29.2% for the same period last year.  Gross profit and
margins improved in the aggregates and cement and calcium segments,
but declined in the concrete products segment. The construction
aggregates segment improvements were primarily a result of higher
selling prices, and stable utilities, maintenance and repairs and
stripping costs, partially offset by higher fuel costs. The cement
and calcium improvements were primarily as a result of higher
selling prices, reduced maintenance and repairs and reduced fuel
costs. The concrete products decline resulted from reduced revenues
and the high fixed costs of this business segment. On a consolidated
basis, an increase in depreciation and amortization of $2,162,000
adversely affected gross profit, while a decline in maintenance and
repairs of $1,155,000 improved gross profit.

Selling, general and administrative (SGA) expenses on a consolidated
basis for the first quarter of fiscal 2007 decreased to $28,489,000
as compared to $28,772,000 last year constituting 9.8% of sales as
compared to 9.4% last year. The percentage increase resulted from
decreased revenues.  SGA expenses remained relatively stable for all
three business segments.   For corporate overhead, SGA expense
decreased as a result of reduced spending on new site permitting.

Consolidated operating profit increased to $66,906,000 in the first
quarter of 2007 as compared to $61,749,000 for the same period last
year.  Included in operating profit are real estate gains of
$3,972,000 as compared to $1,196,000 last year.    Operating profit
for the Aggregates group increased to $24,678,000 from $20,601,000
last year.  This was due to a 19.0% increase in selling prices and
stable operating expenses for utilities, repairs and stripping. For
the concrete products segment operating profit decreased to
$27,256,000 from $31,320,000 last year.   This was due to a decrease
in ready-mix and block volumes, partially offset by increased
selling prices.  For the Cement and Calcium segment operating profit
increased to $19,566,000 from $15,101,000 last year.  This increase
was due to $3,972,000 of real estate gains this year.

Interest expense for the first quarter of fiscal 2007 decreased to
$92,000 from $259,000 for the same quarter last year. The decrease
is attributable to lower secured debt outstanding partially offset
by a slight increase in average interest rates and the
capitalization of interest.

Interest income for the first quarter of fiscal 2007 increased to
$1,285,000 as compared to $736,000 for the same quarter last year.
This was due to average excess cash available for investment being
greater this year.   At December 31, 2006, the Company had
$69,164,000 of cash. As a result, interest income during fiscal 2007
will be greater than 2006 until the cash is invested in capital
expenditures or acquisitions.

Included in other income is equity in operating results of our 50%
owned joint ventures.   The equity in these ventures was a gain of
$240,000 for the first quarter of fiscal 2007 as compared to a gain
of $359,000 last year. Other income in 2006 also includes a gain of
$2,838,000 from an exchange of real estate resulting from the
settlement of a lawsuit.

Income tax expense increased $547,000 for the first quarter of
fiscal 2007 compared to the same period last year.   This is due to
higher income before taxes, partially offset by a lower effective
income tax rate this year. The effective income tax rate this year
is 35.8% as compared to 36.5% last year.

Net earnings for the first quarter of fiscal 2007 were $44,279,000
as compared to $42,015,000 last year.   Included in net earnings for
this year is the gain on sale of real estate of $3,972,000 pre-tax
($2,550,000 after tax) as compared to a pre-tax gain on real estate
of $1,196,000 ($759,000 after tax) in 2006, as well as other income
in 2006 of $2,838,000 ($1,802,000 after tax) from an exchange of
real estate.

	Liquidity and Capital Resources.   For the first three months
of fiscal 2007, cash provided by operating activities of
$65,091,000, exercise of stock options of $549,000 and proceeds from
sales of assets of $8,852,000 along with cash available at the
beginning of the period, funded purchases of property, plant and
equipment of $92,291,000.

Operating Activities
During the first quarter of fiscal 2007, cash flow provided by
operations increased as compared to the same period last year
primarily due to higher net income and a greater reduction in
accounts receivable from September 30 this year than last year,
higher depreciation and amortization and an increase in deferred
taxes, partially offset by lower accounts payable.

Investing Activities
For the first quarter of fiscal 2007, cash flow used in investing
activities was $89,976,000.   This resulted from purchases of
property, plant and equipment of $92,291,000, and $5,927,000
increase in other assets. Proceeds from sales of property, plant and
equipment and other assets were $8,852,000.

Financing Activities
Cash flow provided by financing activities was $696,000 for the
first quarter of fiscal 2007, primarily from the proceeds from stock
option exercises.

Cash generated by operating activities is used to fund the capital
expenditure program and dividend payments, and any excess cash, is
used to reduce revolving credit facilities or other debt
obligations.  If there is a shortfall, borrowings are made under the
revolving credit facilities.  Based on current expectations,
management believes that its internally generated cash flow and
access to existing credit facilities are sufficient to meet the
liquidity requirements necessary to fund operations, capital
requirements, debt service and future dividend payments.   At
December 31, 2006, there was $250,000,000 available under a long-
term revolver and $35,000,000 available under overnight lines of
credit. In addition, there is approximately $29,000,000 that could
be borrowed under insurance policies.

Working capital at December 31, 2006 was $116,758,000 as compared to
$153,925,000 at September 30, 2006.   The major reason was a
reduction in cash which was used to fund capital expenditures.

While the Company is affected by environmental regulations, such
regulations are not expected to have a major effect on the Company's
capital expenditures or operating results.

	Critical Accounting Estimates.	The Condensed Consolidated
Financial Statements and Notes to Condensed Consolidated Financial
Statements contain information that is pertinent to Management's
Discussion and Analysis.   The preparation of financial statements
in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and
assumptions about future events that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities.  There have been no changes in Critical Accounting
Estimates as disclosed in the Form 10-K for the year ended September
30, 2006.

	Related Party Transactions.   Patriot Transportation Holding,
Inc. ("Patriot"), a related party, hauls diesel fuel and other
supplies for the Company.   Charges for such services are based on
prevailing market prices.   The Company also leases various
aggregate mining and other properties paying rent or royalties based
on long-term contracts entered into during mid 1980's and early
1990's.   In addition, the Company provides administrative service
to Patriot.  These services are provided at market prices.

On October 4, 2006, the Company entered into a 50-50 joint venture
with a subsidiary of Patriot ("FRP") to develop property near
Brooksville, Florida. We contributed approximately 553 acres of land
with a book value of $1,700,000 and FRP contributed approximately
3,433 acres of land which the Company leased from Patriot under a
long-term mining lease.   In addition, we contributed an additional
288 acre parcel that we acquired in 2006, and FRP reimbursed us
$3,018,000 for one-half of the acquisition costs of that parcel. The
Company's investment in the joint venture is $4,900,000 as of
December 31, 2006. The Company and FRP are each required to fund up
to $2 million each in additional capital contributions.   Florida
Rock Industries will continue to conduct mining operations on a
portion of the property and pay royalties to FRP based on actual
tons mined.   In connection with the Joint Venture, the independent
directors of the Company also approved certain extensions of lease
agreements with FRP on the Company's corporate headquarters in
Jacksonville, Florida, the Astatula and Marion Sand mining
properties, also in Florida.   The Company and FRP also agreed that
a 2,500 acre tract of the Grandin mine property, in Florida, due to
be released from the lease, will remain subject to the lease and
available for future mining.

	Outlook.  Our second quarter does not look to be as promising
on a year over year basis as we had both incredible markets and
favorable weather in the second quarter of fiscal 2006 when we
achieved a then all-time quarterly earnings record.  Nevertheless
January aggregate price increases in most markets should offset to
some degree the continuing trend of volume declines on the back of
falling residential construction. For the coming quarter,
residential demand continues to decline along with slight declines
in non-residential.  Improved highway spending in most markets is
the one positive market demand force along with aggregates price
improvements implemented January 1.

	For discussion of the issues surrounding the Miami quarry,
refer to Note 12 to the Condensed Consolidated Financial Statements.

	We purchased cement and clinker for our cement grinding and
import facilities, under a three year contract that expired at the
end of 2006.   Some of the purchases under the contract have been
extended into calendar 2007. These purchases have been at prices
below the current spot prices for the product.   The prices to be
paid upon the expiration of the contract will depend on market
prices for the product and shipping rates.   It is currently
estimated that after this contract and extensions expire, our cost
of purchases could increase by $20-25 per ton.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There are no material changes to the disclosures made in Form 10-K
for the fiscal year ended September 30, 2006 on this matter.

Item 4.  Controls and Procedures.

The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the
Company's reports under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to
management, including the Company's Chief Executive Officer ("CEO"),
Chief Financial Officer ("CFO"), and Chief Accounting Officer
("CAO"), as appropriate, to allow timely decisions regarding
required disclosure.
The Company also maintains a system of  internal accounting controls
over financial reporting that are designed to provide reasonable
assurance to the Company's management and Board of Directors
regarding the preparation and fair presentation of published
financial statements.
All control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving the
desired control objectives.
As of December 31, 2006, the Company, under the supervision and with
the participation of the Company's management, including the CEO,
CFO and CAO, carried out an evaluation of the effectiveness of the
design and operation of the Company's disclosure controls and
procedures.  Based on this evaluation, the Company's CEO, CFO and
CAO concluded that the Company's disclosure controls and procedures
are effective in alerting them in a timely manner to material
information required to be included in periodic SEC filings.

There have been no changes in the Company's internal controls over
financial reporting during the first quarter that have materially
affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.


PART II OTHER INFORMATION

Item 1.  Legal Proceedings

Note 12 to the Condensed Consolidated Financial Statements
included in this Form 10-Q is incorporated by reference.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should
carefully consider the factors discussed in Part I, "Item 1A. Risk
Factors" in our Annual Report on Form 10-K for the year ended September
30, 2006, which could materially affect our business, financial condition
or future results.  The risks described in our Annual Report on Form 10-K
are not the only risks facing our Company.  Additional risks and
uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial
condition and/or operating results.

Item 6.  Exhibits

The response to this item is submitted as a separate section
entitled "Exhibit Index" starting on page 22 this Form 10-Q.




                       SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

February 1, 2007                 FLORIDA ROCK INDUSTRIES, INC.


                                 JOHN D. BAKER II
                                 John D. Baker II
                                 President and Chief Executive
                                   Officer

                                 JOHN D. MILTON JR.
                                 John D. Milton, Jr.
                                 Executive Vice President,
                                   Treasurer and Chief Financial
                                   Officer

                                 WALLACE A. PATZKE, JR.
                                 Wallace A. Patzke, Jr.
                                 Vice President, Controller and
                                   Chief Accounting Officer

































        FLORIDA ROCK INDUSTRIES, INC.
	FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2006

	EXHIBIT INDEX

(11)   	Computation of Earnings Per Common Share.

(14)		Financial Code of Ethical Conduct.   Previously
		filed with Form 10-K for the fiscal year ended
		September 30, 2003.   File No. 1-7159

(31)(a)	Certification of John D. Baker, II

(31)(b)	Certification of John D. Milton, Jr.

(31)(c)	Certification of Wallace A. Patzke, Jr.

(32)	     Certification under Section 906 of Sarbanes-
Oxley Act of 2002