FORM 10-Q

	SECURITIES AND EXCHANGE COMMISSION
	WASHINGTON, D.C.  20549
(Mark one)

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


For Quarter Ended June 30, 2005

	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 an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act).   Yes   X    No

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of August 1, 2005: 65,486,885 shares of
$.10 par value common stock.









FLORIDA ROCK INDUSTRIES, INC.
FORM 10-Q
QUARTER ENDED JUNE 30, 2005


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            12
	      Condition and Results of Operations

Item 3.  Quantitative and Qualitative Disclosures about Market Risk   18

Item 4.  Controls and Procedures                                      18


Part II.  Other Information


Item 1.  Legal Proceedings                                            19

Item 6.  Exhibits                                                     19

Signatures                                                            20

Exhibit 11   Computation of Earnings Per Common Share                 26

Exhibit 31(a)Certification of John D. Baker, II                       27

Exhibit 31(b)Certification of John D. Milton, Jr.                     28

Exhibit 31(c)Certification of Wallace A. Patzke, Jr.                  29

Exhibit 32   Certification under Section 906 of Sarbanes-Oxley Act    30
		       of 2002



                             PART I.  FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

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

                                                June 30,     September 30,
                                                  2005            2004

ASSETS
Current assets:
 Cash and cash equivalents                     $   33,951           45,891
 Accounts receivable, less allowance
  for doubtful accounts of $1,994
  ($2,555 at September 30, 2004)                  141,398          107,000
 Inventories                                       42,239           35,100
 Current deferred income taxes                      5,692            5,454
 Prepaid expenses and other                         4,514            4,891
  Total current assets                            227,794          198,336

Other assets                                       62,266           67,243
Goodwill                                          152,126          148,391
Property, plant and equipment, at cost:
 Depletable land                                  143,279          127,773
 Other land                                        77,784           75,626
 Plant and equipment                              851,891          818,378
 Construction in process                           35,459           15,784
                                                1,108,413        1,037,561
 Less accumulated depreciation,
  depletion and amortization                      545,133          516,602
  Net property, plant and equipment               563,280          520,959
                                               $1,005,466          934,929
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Accounts payable                              $   71,520           47,121
 Dividends payable                                  9,817           52,017
 Federal and state income taxes                     7,846            7,770
 Accrued payroll and benefits                      33,112           31,974
 Accrued insurance reserve                         10,319            6,627
 Accrued liabilities, other                         8,782           11,271
 Long-term debt due within one year                   367            2,121
  Total current liabilities                       141,763          158,901

Long-term debt, excluding current installments     20,290           41,927
Deferred income taxes                              86,543           79,181
Accrued employee benefits                          18,491           18,268
Long-term accrued insurance reserves               10,443           10,443
Other accrued liabilities                          14,187            5,329
 Total liabilities                                291,717          314,049

Shareholders' equity:
 Preferred stock, no par value; 10,000,000
  shares authorized, none issued                        -                -
 Common stock, $.10 par value; 100,000,000
  shares authorized, 65,447,115 shares issued
  (65,021,451 shares at September 30, 2004)         6,545            6,502
 Capital in excess of par value                    31,201           22,264
 Retained earnings                                676,003          592,114
  Total shareholders' equity                      713,749          620,880
                                               $1,005,466          934,929
See accompanying notes.



	FLORIDA ROCK INDUSTRIES, INC. AND SUBSIDIARIES
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME
	(In thousands except per share amounts)
	(Unaudited)
                                   Three Months Ended    Nine Months Ended
                                        June 30,              June 30,
                                     2005       2004      2005        2004

Net sales                          $305,514    245,334   805,854     689,417
Freight revenues                      7,985      6,315    19,138      16,226
  Total sales                       313,499    251,649   824,992     705,643

Cost of sales                       203,422    170,590   556,733     495,383
Freight expense                       7,961      6,247    19,083      16,145
  Total cost of sales               211,383    176,837   575,816     511,528

Gross profit                        102,116     74,812   249,176     194,115
Selling, general and administrative  27,068     23,588    75,655      67,750
(Gain) loss on sale of real estate   (1,842)        71    (6,144)    (12,866)
Operating profit                     76,890     51,153   179,665     139,231

Interest expense                       (532)      (564)   (1,386)     (1,745)
Interest income                         775        175       867         679
Other income (expense), net             646      1,038     1,679       2,392

Income before income taxes           77,779     51,802   180,825     140,557
Provision for income taxes           31,901     18,752    69,720      50,882

Net income                         $ 45,878     33,050   111,105      89,675

Earnings per share:
 Basic                                $ .70        .51      1.70        1.38

 Diluted                              $ .69        .50      1.67        1.36

Cash dividend per common share        $ .15        .11       .42         .33

Weighted average shares used
in computing earnings per share:
 Basic                               65,407     64,889    65,240      64,761
 Diluted                             66,821     66,152    66,676      66,054


See accompanying notes.



















                  FLORIDA ROCK INDUSTRIES, INC. AND SUBSIDIARIES
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      NINE MONTHS ENDED JUNE 30, 2005 AND 2004
	(In thousands)
	(Unaudited)
                                                   2005       2004
Cash flows from operating activities:
  Net income                                     $111,105   89,675
  Adjustments to reconcile net income to net
   cash provided from operating activities:
    Depreciation, depletion and amortization       48,548   47,222
    Deferred income tax provision                   7,124    6,615
    Provision for doubtful accounts                  (406)     577
    Gain on disposition of property, plant and
      equipment                                    (8,586) (15,728)
    Income tax benefit from exercise of stock
      options                                       5,306    1,868
  Net changes in operating assets and
     liabilities:
     Accounts receivable                          (29,216) (11,241)
     Inventories                                   (5,587)   2,527
     Prepaid expenses and other                       378      615
     Accounts payable and accrued liabilities      32,366   10,638
     Other, net                                       114     (639)

 Net cash provided by operating activities        161,146  132,129

Cash flows from investing activities:
  Purchases of property, plant and equipment     (100,943) (79,642)
  Net proceeds from the sale of property, plant
   and equipment and other assets                  35,260   26,824
  Additions to other assets                        (8,542)  (9,292)
  Long-term cash released from escrow               2,915        -
  Business acquisition                            (11,366)       -
  Collections of notes receivable                       -       38

Net cash used in investing activities             (82,676) (62,072)

Cash flows from financing activities:
  Repayment of long-term debt                     (24,668) (75,379)
  Increase in short-term debt                           -   10,000
  Exercise of employee stock options                3,682    2,791
  Repurchase of common stock                           (8)      (5)
  Payment of dividends                            (69,416) (21,548)

Net cash used in financing activities             (90,410) (84,141)


Net decrease in cash and cash equivalents         (11,940) (14,084)
Cash and cash equivalents at beginning of year     45,891   38,135

Cash and cash equivalents at end of period        $33,951   24,051


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
more than 50% owned 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 and nine months ended June 30, 2005, are not
necessarily indicative of the results that may be expected for
the fiscal year ended September 30, 2005.  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, 2004.  Certain
amounts have been reclassified for presentation adopted in
fiscal 2005.

(2)	Stock Option Plan

	The Company accounts for stock options under the intrinsic
value method of APB Opinion No. 25.   The Company has not
incurred any compensation cost using the intrinsic value
method for employee stock options.   If the fair value based
method had been used the following table summarizes the
proforma effect (in thousands except for per share amounts):

                               Three Months Ended  Nine Months Ended
                                     June 30,           June 30,
                                  2005      2004     2005      2004

     Reported net income       $ 45,878    33,050  111,105    89,675
     Compensation cost
       determined under fair
       value based method, net
       of income taxes             (812)     (523)  (2,144)   (1,481)
     Proforma net income       $ 45,066    32,527  108,961    88,194

     Basic earnings per share:
       Reported net income     $    .70       .51     1.70      1.38
       Compensation cost, net
         of income taxes           (.01)     (.01)    (.03)     (.02)
       Proforma                $    .69       .50     1.67      1.36




     Diluted earnings per share:
       Reported net income     $   .69       .50      1.67     1.36
       Compensation cost, net
         of income taxes          (.02)     (.01)     (.04)    (.02)
       Proforma                $   .67       .49      1.63     1.34

In December 2004, the FASB issued SFAS No. 123R, Shared-Based
Compensation, which requires the Company to expense stock
options effective October 1, 2005.   The Company is evaluating
the impact of this statement.

(3)	Common Stock Split

On May 4, 2005, the Board of Directors approved a 3 for 2
common stock split.    Shareholders of record as of June 15,
2005, received one additional share for each two shares held.
The stock split was effected in the form of a stock dividend
on July 1, 2005.   All share and per share amounts for all
prior periods have been restated to reflect the stock split.

For the three months ended March 31, 2005 and December 31,
2004, the following is the effect on the earnings per share:

                                      March 31,  December 31,
                                       2005        2004
      Basic earnings per share
        as reported                        $ 0.81        0.69
      After giving effect to the
        stock split                          0.54        0.46

      Diluted earnings per share
        as reported                          0.79        0.68
      After giving effect to the
        stock split                          0.53        0.45

For the three years ended September 30, 2004, the following is
the effect on earnings per share:

                            2004       2003         2002

Basic earnings per share
  as reported              $2.63       1.77         1.62
	After giving effect to the
	  stock split               1.75       1.18         1.08

     Diluted earnings per share
	  as reported               2.58       1.74         1.59
     After giving effect to the
	  stock split               1.72       1.16         1.06

(4)	New Accounting Pronouncement

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 is effective for the first reporting period in
fiscal years beginning after December 15, 2005 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 striping costs are incurred.   The
Company currently accounts for stripping costs consistent with
the method prescribed by EITF 04-6, and as such, this Issue
will have no effect on the Company's consolidated financial
statements.

(5)	Asset Retirement Obligations

Statement No. 143 requires that the fair value of a liability
for an asset retirement obligation be recognized in the period
in which it is incurred if a reasonable estimate of fair value
can be made.  The fair value of the liability is added to the
carrying amount of the associated asset and this additional
carrying amount is depreciated over the life of the asset.
The liability is accreted at the end of each period through
charges to operating expenses.   If the obligation is
ultimately settled for other than the carrying amount of the
liability, a gain or loss will be recognized on settlement.

The Company cannot reasonably estimate the fair value of the
asset retirement obligation related to substantially all of
its concrete products segment and all of the cement segment
since the Company is unable to estimate the date the
obligation would be incurred or the cost of the obligation.
For the aggregates segment, an asset retirement obligation was
provided where the Company has a legal obligation to reclaim
the mining site.

In March 2005, the FASB issued an interpretation of SFAS No.
143 related to the ability to reasonably estimate the fair
value of an asset retirement obligation.  This interpretation
is effective for the Company no later than the end of fiscal
2006.   The Company is in the process of evaluating the impact
of this interpretation.

The analysis of asset retirement obligations for the nine
months ended June 30, 2005 and 2004 is as follows (in
thousands):
                                       2005     2004

      Balance at beginning of period       $9,033   $8,649
      Additional liabilities                  356       96
      Accretion of expenses                   300      271
      Payments/settlement of obligations   (2,124)    (147)
       Balance at end of period            $7,565    8,869

(6)	Employee Benefits

	For the three and nine months ended June 30, 2005 and 2004, no
pension income or expense was recorded.  Based on current
estimates, there is no requirement to make cash contributions
for fiscal 2005.









(7)	Inventories

       Inventories consisted of the following (in thousands):

                                     June 30,      September 30,
                                      2005             2004

      Finished products            $ 23,728           19,878
      Raw materials                   8,655            8,123
      Work in progress                1,415              449
      Parts and supplies              8,441            6,650
                                   $ 42,239           35,100

The excess of current cost over the LIFO stated values of
inventories was $7,329,000 at June 30, 2005 and $6,619,000 at
September 30, 2004.

During the third quarter and fiscal 2005, inventory quantities
and prices increased. The result is that the change in the
LIFO reserve increased cost of sales by $690,000 for the three
months ended June 30, 2005 and by $710,000 for the nine months
ended June 30, 2005. During the nine months of fiscal 2004,
certain inventory quantities were reduced which resulted in a
liquidation of the LIFO reserve, the effect of which decreased
cost of sales by  $613,000 for the nine months ended June 30,
2004 and $238,000 for the three months ended June 30, 2004.

(8) 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. In the third quarter of fiscal
2005, the Company recorded an adjustment to deferred income
taxes of $2,862,000 of which $2,450,000 related to prior years
and $412,000 related to prior periods of fiscal 2005.  The
adjustment to deferred taxes resulted from a review of the
Company's percentage depletion calculation to ensure that the
calculations complied with tax law and generally accepted
accounting principles.   In that review, the Company
determined that deferred taxes of $2,862,000 should have been
recorded in prior periods for the difference between the book
and tax basis of its mineral reserves.   The Company
determined that effect on any prior period was not material.

(9) Gains on Sale of Real Estate

	During 2005, the Company sold a former quarry site in the
Baltimore area in two closings.   The first occurred in March
2005, with gross proceeds of $24,185,000 resulting in a pre-
tax gain of $4,256,000 ($2,694,000 after tax) for the three
and six months ended March 31, 2005.   The second closing
occurred during the third quarter of fiscal 2005 with gross
proceeds of $9,315,000 and a pre-tax gain of approximately
$1,706,000.   The Company is in the process of completing the
site work related to these sales.  As a result, an additional
$1,097,000 of gain has been deferred and will be recognized as
income as the site work is completed.   Also during the
quarter, the Company sold another small parcel of land for
$600,000 and realized a pre-tax gain of $116,000.   On
November 12, 2003, the Company closed on all remaining
installments of a sale of a former quarry site in Florida.
Gross proceeds of the sale were $20,250,000 resulting in a
pre-tax gain of approximately $12,927,000 ($8,273,000 after
tax) for the three months ended December 31, 2003 and the nine
months ended June 30, 2004.

(10)	Business Segments

The Company has identified three business segments, each of
which is managed separately along product lines.   All of 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 Nine Months Ended
                                        June 30,           June 30,
                                     2005     2004      2005       2004

Net sales, excluding
  freight
   Construction aggregates  $ 89,883   77,865    233,871   217,424
   Concrete products         195,531  152,967    516,195   425,389
   Cement and calcium         56,375   42,271    151,884   126,015
   Intersegment sales        (36,275) (27,769)   (96,096)  (79,411)

   Total net sales,
     excluding freight      $305,514  245,334    805,854   689,417

Operating profit
   Construction aggregates  $ 31,474   22,968     70,944    71,291
   Concrete products          34,847   21,062     81,052    45,225
   Cement and calcium         18,598   13,922     45,395    36,411
   Corporate overhead         (8,029)  (6,799)   (17,726)  (13,696)

   Total operating          $ 76,890   51,153    179,665   139,231
     Profit






      Identifiable assets, at quarter end
   Construction aggregates                     $ 392,973   347,156
   Concrete products                             276,823   246,771
   Cement and calcium                            223,536   224,444
   Unallocated corporate
     assets                                       66,165    57,890
   Cash items                                     33,951    24,052
   Investments in affiliates                      12,018    12,545

   Total identifiable
     Assets                                   $1,005,466  $912,858

	Construction aggregates operating profit for the three and
nine months ended June 30, 2005 includes gains on the sale of
real estate of $1,727,000 and $5,983,000 and for the nine
months ended June 30, 2004 includes gains on the sale of real
estate of $12,932,000.  Construction aggregates operating
profit for the three months ended June 30, 2005 also includes
the recovery of previously expensed costs and fee
reimbursement in an insurance settlement of $2,116,000.
Concrete products operating profit for the three and nine
months ended June 30, 2005 includes gains on the sale of real
estate of $116,000 and $161,000.

(11)	Supplemental Disclosures of Cash Flow Information

Cash paid during the nine months ended June 30, 2005 and 2004
for certain expense items are as follows (in thousands):

                                              2005       2004
      Interest expense, net of
       amount capitalized                   $ 1,599     1,742
      Income taxes                          $57,219    45,836

The following schedule summarizes non-cash investing and
financing activities for the nine months ended June 30, 2005
and 2004 (in thousands):

                                              2005       2004

       Additions to property, plant
        and equipment from exchanges        $  156         99
       Additions to property, plant and
        equipment financed by issuing debt  $1,276          -
	 Additions to other assets from selling
        property, plant and equipment for a      -      1,000
        prepaid royalty agreement

(12)	Acquisition

On October 1, 2004, the Company acquired from several
sellers a small quarry operation and certain facilities on
the Ohio River for $10,382,000 and inventory at the date of
closing; and royalties to be paid as mining occurs.   A
preliminary purchase price allocation has been made which
resulted in goodwill of $3,735,000.  The result of
operations of this operation is immaterial to the results
of the Company.


(13)	Contingent Liabilities

In November 2000, the United States Environmental
Protection Agency through the offices of the United States
Attorney for the District of Columbia commenced an
investigation of DC Materials, Inc. and Cardinal Concrete
Company, both subsidiaries of the Company, with respect to
a parcel of real property leased by DC Materials, Inc. in
the District of Columbia.   The investigation consists of
looking into possible violations of the Clean Water Act in
connection with the discharge of runoff water at the
aforementioned site.   On September 10, 2003, a former
employee of this facility was convicted of violating the
Clean Water Act.   As a result, he has been barred from
receiving federal government contracts or benefits at this
facility.   Neither the Company nor its subsidiaries have
been barred from receiving government contracts or benefits
at this facility.   The Company and its subsidiaries are
cooperating fully with the investigation, which is still
continuing.   On April 27, 2004, the United States
Environmental Protection Agency requested the Company to
provide information on the Company's environmental
compliance programs to show that the Company is a
responsible party that should not be barred from receiving
federal government contracts or benefits.   The Company
provided the requested information by letter dated June 24,
2004.   Based in part on advice of counsel, in the opinion
of management, the outcome is not expected to have a
material adverse effect on the Company's financial position
or results of operations.

A lawsuit was filed by three national environmental groups
on August 20, 2002 challenging federal agency decisions to
authorize continued limestone mining in Miami-Dade County,
Florida "Lake Belt."   Specifically, the environmental
plaintiffs challenge the U.S. Army Corps of Engineers' (the
"Corps") April 2002 decision to issue twelve new mining
permits pursuant to Section 404 of the federal Clean Water
Act, and the U.S. Fish and Wildlife Service's June 2001
decision not to require formal consultation under the
federal Endangered Species Act regarding those permits.
The environmental plaintiffs claim that the two federal
agencies violated the Clean Water Act, the Endangered
Species Act, the Migratory Bird Treaty Act, and the
National Environmental Policy Act. They asked the court to
set aside the April 2002 permits and to enjoin the Corps
from "authorizing any further mining within the Lake Belt
project area unless and until the Corps fully complies with
the requirements of the Clean Water Act, Migratory Bird
Treaty Act, and National Environmental Policy Act."

The mining companies holding the April 2002 permits were
not named as defendants in the lawsuit by the environmental
plaintiffs; however, since the mining companies would be
adversely affected if the environmental groups were to
obtain all of the relief they seek, on September 18, 2002,
two Motions to Intervene were filed on behalf of several of
the mining companies, including the Company which motions
were granted by the Court on February 23, 2004.

On March 25, 2004, the plaintiffs filed a Motion to Amend
Complaint.   The amended complaint dropped plaintiffs'
claim under the Migratory Bird Treaty Act and added a claim
that the Corps violated the National Environmental Policy
Act by not preparing a supplemental environmental impact
statement.   Plaintiffs' amended complaint did not include
a motion for a preliminary injunction.     Oral argument on
the summary judgment motions was held on October 22, 2004;
however, no ruling has been issued.

The Company is unable to assess at this time, with any
degree of certainty, the impact on the Company and its
future financial performance of an adverse judgment in this
lawsuit.

In December 2004, management discovered that certain
activities at the Miami Quarry may be in violation of the
terms of wetland dredge-and-fill permits issued by the U.S.
Army Corps of Engineers and the Florida Department of
Environmental Protection.   Upon discovery, the Company
halted the activities in question pending an internal
investigation.    The Company voluntarily disclosed the
activities to the U.S. Army Corps of Engineers and Florida
Department of Environmental Protection.   On December 30,
2004, the Florida Department of Environmental Protection
issued a warning letter to the Company.   On January 13,
2005, the U.S. Army Corps of Engineers issued a Notice of
Noncompliance to the Company. On June 29, 2005, the Company
entered into a settlement agreement with the U.S. Army
Corps of Engineers that resolves the matter through payment
of an administrative penalty of $27,500 and completion of a
supplemental environmental project in the amount of
$411,840, which was recorded in the third quarter of 2005.
  The Company is still in discussions with the Florida
Department of Environmental Protection to resolve the
matter through an Administrative Consent Order.    Until
the matter is resolved with the Florida Department of
Environmental Protection, the Company is unable to assess
at this time, with any degree of certainty, the impact on
the Company and its future financial performance of any
potential actions by that agency based on these activities.

The Company's 50% owned subsidiary, Jamer Materials, Ltd.,
has learned that samples of some crushed material from its
New Brunswick, Canada quarry contain elevated levels of
naturally occurring arsenic and other trace elements.   The
Company has engaged consultants to assess the implications
of the elevated arsenic levels in these samples.   Based on
initial test results, the Company does not believe that the
material poses a risk to human health.   The Company is
continuing to study the potential impact of this issue on
the future operations of the subsidiary.   In addition, at
the request of a nearby property owner, some of this
material had been used on nearby property for fill near a
stream that leads to the local water supply.   The Canadian
environmental authorities have ordered that the material be
removed from that site.  The Company cannot assess at this
time, with any degree of certainty, the impact on the
Company's subsidiary and its future financial performance,
but management does not expect this matter to have a
material adverse effect on the Company's consolidated
financial statements.

The Company and its subsidiaries 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 the Company's
consolidated financial statements.

The Company has 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

	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.

For the contribution made to net sales and operating profit from
each business segment, see Note 10 to the Condensed Consolidated
Financial Statements.

Our operations are influenced by a number of external and internal
factors. External factors include weather, competition, levels of
construction activity in the Company's markets, the cost and
availability of money, appropriations and construction contract
lettings by federal and state governments, fuel costs,
transportation costs, driver availability, availability and
affordability of clinker and cement, reliability and affordability
of ocean shipping vessels to deliver clinker and cement, labor costs
and inflation. Internal factors include sales mix, plant location,
quality and quantities of aggregates reserves, capacity utilization
and other operating factors.

During August and September 2004, the southeastern United States was
affected by four hurricanes and one tropical storm.   These storms
caused a temporary disruption in our business.   After the storms,
the focus was on restoring conditions rather than commencing new
construction.  In addition, rail operations were interrupted
resulting in restricted delivery of product to our terminals.
This resulted in a negative impact on sales volumes in all of our
southern operations during the first quarter of fiscal 2005.


Financial results will 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
$2,100,000 in the first quarter of fiscal 2005, as compared to
$2,300,000 in the first quarter of fiscal 2004. The plant was shut
down for twelve days in the first quarter of fiscal 2005 and
fourteen days in the first quarter of fiscal 2004 for planned
maintenance.   During the third quarter of fiscal 2005, the Company
had scheduled planned maintenance for eight days at an estimated
cost of $1,500,000.   The Company decided to defer this planned
maintenance to the fourth quarter of fiscal 2005, except for
$100,000 that was incurred during the third quarter.  Planned
maintenance during the third quarter of last year was $984,000.


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
per claim is determined by comparing the premium for the coverage
versus the potential exposure.   For the automobile and general
liability insurance programs, self-insurance retention is
$3,000,000.   For the workers compensation insurance program, during
fiscal 2004 the self-insurance retention was $500,000 and for fiscal
2005 this was increased to $1,000,000.

	Operating Results.     For the third quarter of fiscal 2005,
which ended June 30, 2005, consolidated sales increased 24.6% to
$313,499,000 from $251,649,000 in the same quarter last year.

The increase in sales was due to increased revenues in all three
segments.  Revenues in the concrete products segments increased
primarily due to an increase in the average selling price of both
ready-mix and block, increased ready mix volumes of 9.6% and
increased block volumes of 9.7%.  Revenues in the aggregates segment
increased as a result of higher average selling prices and a 3.6%
increase in volumes.  The volume increases were primarily in our
southern operations while our distribution terminals volumes
decreased 6.5% due to transportation issues in moving product from
our producing locations and lower volumes in our northern markets.
Revenues increased in the cement and calcium segment due to the
higher prices and higher volumes at all of our cement operations.

For the nine months of fiscal 2005, consolidated sales increased
16.9% to $824,992,000 from $705,643,000 for the same period last
year.

The increase in sales was due to increased revenues in all three
segments.   Revenues in the concrete products segments were the
major factor in the increase and resulted primary from an increase
in the average selling price and to a lesser extent increased
volumes of concrete block of 10.6% and ready mix concrete of 4.5%.
Revenues in the aggregates segment increased as a result of higher
average selling prices partially offset by a 2.8% decrease in
volumes.    The volume decreases were primarily related to lower
sales volumes of 13.0% at our distribution terminals due to
transportation issues in moving product from our producing locations
and lower volumes in our northern and Georgia markets.    Revenues
increased in the cement and calcium segment due to the higher
prices.  While volumes increased in our cement grinding operations
these higher volumes were partially offset by lower volumes at our
Newberry cement plant due to unplanned maintenance during the second
quarter.

Gross profit for the third quarter of fiscal 2005 increased 36.5% to
$102,116,000 from $74,812,000 for the same period last year. Gross
profit margin for the third quarter of fiscal 2005 increased to
32.6% from 29.7% for the same period last year.  Gross profit and
margin improved in all three segments.     The improvement in the
cement and calcium and concrete product segments is primarily due to
improved pricing and increased volumes.    Gross profit in the
aggregates segment improved slightly as higher revenues were
partially offset by higher fuel and repair costs.   Gross profit for
the aggregates group included a credit of $2,116,000 from an
insurance settlement which recovered costs previously expensed.
Consolidated gross profit was negatively impacted this quarter by an
increase of $5,136,000 in fuel costs including coal, an increase in
repairs and maintenance of $1,860,000 and an increase of $758,000 in
electric costs.   Cost of sales was positively impacted by the
insurance settlement discussed above.

Gross profit for the nine months of fiscal 2005 increased 28.4% to
$249,176,000 from $194,115,000 for the same quarter last year.
Gross margin for the nine months of fiscal 2005 increased to 30.2%
from 27.5% for the same period last year.   Gross profit and margin
improved in our concrete products and cement and calcium segments.
The improvement in the cement and calcium segment is due to improved
pricing.   The improvement in gross profit in the concrete products
segment was due to volume improvements, which lowered the per unit
cost, and higher sales prices.    Gross profit in the aggregates
segment increased slightly as price increases were partially offset
by higher fuel and repair costs.   Consolidated gross profit was
negatively impacted by an increase of $11,442,000 in fuel costs
including coal, an increase in repairs and maintenance of $5,428,000
and an increase of $1,789,000 in electric costs.   Cost of sales was
positively impacted by the insurance settlement discussed above.

Selling, general and administrative expenses for the third quarter
of fiscal 2005 increased to $27,068,000 as compared to $23,588,000
last year constituting 8.6% of sales as opposed to 9.4% last year. A
major portion of the increase is due to management incentive
compensation and profit sharing which are both linked to earnings
before income taxes and real estate gains.   The balance of the
increase is primarily due to new site development.   Selling,
general and administrative expenses benefited $556,000 from a
reimbursement of legal fees in connection with the insurance
settlement discussed above and $596,000 from life insurance proceeds
under the Management Security Plan.

Selling, general and administrative expenses for the nine months of
fiscal 2005 increased to $75,655,000 as compared to $67,750,000 last
year constituting 9.2% of sales as opposed to 9.6% last year.   The
increase in costs is primarily attributable to increased profit
sharing and management incentive compensation expense, increased
costs related to new site exploration and permitting.   Selling,
general and administrative expense benefited $556,000 from a
reimbursement of legal fees in connection with the insurance
settlement discussed above and $596,000 from life insurance
proceeds.


Operating profit increased to $76,890,000 in the third quarter of
2005 as compared to $51,153,000 for the same period last year.
Operating profit this year included the second closing of the sale
of the former quarry site in Baltimore, Maryland.  Gross proceeds of
the sale were $9,315,000 resulting in a pre-tax gain of
approximately $1,706,000 ($1,071,000 after tax).   In addition the
Company sold another parcel in Florida and recognized a pre-tax gain
of $116,000.  As discussed above, the Company had an increase in the
gross profit for all of its business segments.

Operating profit increased to $179,665,000 in the nine months of
2005 as compared to $139,231,000 for the same period last year.
The nine months of this year includes the gain on the sale of the
quarry which resulted in a pre-tax gain of $5,962,000.  In addition
the Company sold another parcel in Florida and recognized a pre-tax
gain of $116,000. Last year included the sale of the former quarry
site at Naples, Florida resulting in gross proceeds of $20,250,000
and a pre-tax gain of approximately $12,927,000 ($8,273,000 after
tax) for the first quarter of fiscal 2004.      As discussed above,
the Company had an increase in gross profit for all of our business
segments.

Interest expense for the third quarter of fiscal 2005 decreased
slightly to $532,000 from $564,000 for the same quarter last year.
Interest expense for the nine months of fiscal 2005 decreased to
$1,386,000 from $1,745,000 for the same period last year.   The
decrease is attributable to lower debt outstanding under the
Company's revolver, partially offset by a slight increase in average
interest rates.   During June 2005, the Company prepaid $20,700,000
of secured debt related to a consolidated joint venture.   This will
reduce interest expense in the future.

Interest income for the third quarter of fiscal 2005 increased to
$775,000 as compared to $175,000 for the same quarter last year and
for the nine months of fiscal 2005 increased to $867,000 as compared
to $679,000 for the same period last year.   Included in interest
income for the third quarter and nine months of fiscal 2005 is
$604,000 of interest income on the insurance settlement discussed
above.   Excluding this interest income, other interest income
declined due to having less excess cash available for short-term
investment.

Included in other income is equity in operating results of our 50%
owned joint ventures.   The equity in these ventures was a loss of
$243,000 for the third quarter of fiscal 2005 as compared to a gain
of $349,000 last year.  The equity in these ventures was a gain of
$115,000 for the nine months of fiscal 2005 as compared to a gain of
$758,000 last year.

Income tax expense increased $13,149,000 for the third quarter of
fiscal 2005 compared to the same period last year.   This is due to
higher income before taxes and an increase in the effective tax rate
to 37.2% versus 36.2% last year and an adjustment to deferred taxes
in the amount of $2,862,000.   This resulted in income tax expense
of 41% of pre-tax income.   The adjustment to deferred taxes
resulted from a review of the Company's percentage depletion
calculation to ensure that the calculations complied with tax law
and generally accepted accounting principles.   In that review, the
Company determined that deferred taxes of $2,450,000 related to
prior years and $412,000 related to the prior periods of 2005 should
have been recorded in prior periods for the difference between the
book and tax basis of its mineral reserves.   The effect on any
prior period was not material.   The increase in the effective
income tax rate was due to increased contribution to earnings from
the cement and calcium and concrete products business segments not
subject to percentage depletion and a reduction in percentage
depletion and the correction of the Company's method of recording
tax depletion in 2005.

Income tax expense increased $18,838,000 for the nine months of
fiscal 2005 as compared to the same period last year.   This is due
to higher income before taxes and an increase in the effective tax
rate to 37.2% versus 36.2% last year and the adjustment to deferred
taxes noted above.   This resulted in income tax expense of 38.6% of
pre-tax income.   The increase in the effective income tax rate was
due to increased contribution to earnings from the cement and
calcium and concrete products business segments not subject to
percentage depletion and the correction of the Company's method of
recording tax depletion in 2005.

Net earnings for the third quarter of fiscal 2005 were $45,878,000
as compared to $33,050,000 last year.   Included in net earnings for
this year is the gain on sale of real estate of $1,842,000 pre-tax
($1,157,000 after tax), recovery of previous expensed costs and fee
reimbursement in an insurance settlement and proceeds from a life
insurance policy of $3,871,000 pre-tax ($2,653,000 after tax) and an
expense of $2,862,000 after tax to provide deferred taxes on mineral
reserve book tax differences.   Also during this quarter the
effective income tax rate was increased from 36.7% to 37.2%.   This
resulted in $515,000 of income tax expense related to the first six
months of this fiscal year.

Net earnings for the first nine months of fiscal 2005 were
$111,105,000 as compared to $89,675,000 last year.   Included in net
earnings for this year is the gain on sale of real estate of
$6,144,000 pre-tax ($3,858,000 after tax), recovery of previous
expensed costs and fee reimbursement in an insurance settlement and
proceeds from a life insurance policy of $3,871,000 pre-tax
($2,653,000 after tax) and an expense of $2,862,000 after tax to
provide deferred taxes on mineral reserves book tax differences.
Also the effective income tax rate was increased from 36.7% to
37.2%.   Included in the first nine months of fiscal 2004 was a gain
on the sale of real estate of $12,866,000 pre-tax ($8,209,000 after
tax).

	Liquidity and Capital Resources.   For the nine months of
fiscal 2005, cash provided by operating activities of $161,146,000,
exercise of stock options of $3,682,000 and sales of assets of
$35,260,000 along with cash available at the beginning of the period
funded the repayment of $24,668,000 of debt, purchases of property,
plant and equipment of $100,943,000, payment of dividends of
$69,416,000 and an acquisition of $11,366,000.

During the nine months of fiscal 2005, cash flow provided by
operations increased as compared to the same period last year
primarily due to higher net income and accounts payable partially
offset by higher inventories and accounts receivable and lower gain
on disposition of assets.   The sharp increase in accounts
receivable for the nine months ended June 30, 2005 is due to an
unusually low accounts receivable balance at September 30, 2004
which was a result of low sales volumes experienced in the month of
September 2004 due to the hurricanes.  The inventories included
approximately $1,000,000 from our new quarry on the Ohio River at
Golconda, Illinois.

For the nine months of fiscal 2005, cash flow used in investing
activities was $82,676,000.   This resulted from purchases of
property, plant and equipment of $100,943,000 and $11,366,000 used
to purchase a quarry operation.   Proceeds from sales of property,
plant and equipment and other assets were $35,260,000.

Cash flow used for financing activities was $90,410,000 during the
nine months of fiscal 2005 primarily from the payment of dividends
including a special dividend of $1.00 per share on October 1, 2004
and repayment of debt of $24,668,000.

Cash generated by operating activities is used to fund the capital
expenditure program, dividend payments and if there is excess cash,
it 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 June
30, 2005, there was available $250,000,000 under a long-term
revolver and $36,000,000 available under overnight lines of credit.
In addition, there is approximately $28,000,000 that could be re-
borrowed under insurance policies.

Working capital at June 30, 2005 was $86,031,000 as compared to
$39,435,000 at September 30, 2004.   The primary reason for the
increase was cash generated from operations and payment of the
accrued dividends.

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 Policies.	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
Policies as disclosed in the Form 10-K for the year ended September
30, 2004.

	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.

The Company leases certain mining properties from Patriot
Transportation Holding, Inc. under long-term leases.  The Company
and Patriot believe that certain of these properties, upon
completion of mining and subsequent reclamation, present valuable
opportunities for residential or commercial development.
Accordingly, the Company and Patriot have decided to investigate
jointly the ultimate market potential for these properties.  The
Company expects that the preliminary investigation will not be
completed for several months.

	Outlook.  Product demand levels in our markets continue to be
strong and appear to be sustainable for the coming fourth quarter.
July pricing improvements have again been effected in most of our
cement, stone and concrete operations and have the potential to
improve our future performance subject to the risks of an already
active hurricane season.

	Forward-Looking Statements.   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.

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, 2004 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 June 30, 2005, 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.

In connection with this evaluation and the Company's ongoing efforts
to continuously improve our business processes, including our
controls and procedures, the Company determined that, due to the
inadvertent use of an incorrect methodology for calculating one
component of deferred income taxes, the Company failed to record a
total of $2,862,000 in deferred income taxes in the first two
quarters of the current year and in prior fiscal years  due to the
difference between the book and tax basis of its aggregates reserves
arising out of the use of percentage depletion for tax purposes. As
the effect on any prior period was not material, no restatement of
prior periods is required and an adjustment has been recorded in the
current quarter to correct the deferred income tax liabilities.
Management has discussed this with the Audit Committee and is
implementing corrective actions, including additional training of
members of the Company's accounting staff.

There have been no changes in the Company's internal controls over
financial reporting during the third 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 13 to the Condensed Consolidated Financial Statements
included in this Form 10-Q is incorporated by reference.

Item 6.  Exhibits

	Exhibits.  The response to this item is submitted as a
separate section entitled "Exhibit Index" starting on page
21 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.

August 3, 2005                     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 JUNE, 2005

	EXHIBIT INDEX
(3)(a)(1)	Restated Articles of Incorporation of Florida
Rock Industries, Inc., filed with the Secretary
of State of Florida on May 9, 1986, incorporated
by reference to an exhibit previously filed with
Form 10-Q for the quarter ended December 31,
1986.   File No. 1-7159.

(3)(a)(2)	Amendment to the Articles of Incorporation of
Florida Rock Industries, Inc. filed with the
Secretary of State of Florida on February 19,
1992, incorporated by reference to an exhibit
previously filed with Form 10-Q for the quarter
ended September 30, 1993.   File No. 1-7159.

(3)(a)(3)	Amendments to the Articles of Incorporation of
Florida Rock Industries, Inc. filed with the
Secretary of the State of Florida on February 7,
1995, incorporated by reference to an appendix
to the Company's Proxy Statement dated December
15, 1994.

(3)(a)(4)	Amendment to the Articles of Incorporation of
Florida Rock Industries, Inc. filed with the
Secretary of State of Florida on February 4,
1998, incorporated by reference to an exhibit
previously filed with Form 10-Q for the quarter
ended March 31, 1998.   File No. 1-7159.

(3)(a)(5)	Amendment to the Articles of Incorporation of
Florida Rock Industries, Inc. filed with the
Secretary of State of Florida on May 5, 1999.
A form of such amendment was previously filed
as Exhibit 4 to the Company Form 8-K dated May
5, 1999 and is incorporated by reference
herein.   File No.1-7159.

(3)(b)(1)	Restated Bylaws of Florida Rock Industries,
Inc., adopted December 1, 1993, incorporated by
reference to an exhibit previously filed with
Form 10-K for the fiscal year ended September
30, 1993.   File No. 1-7159.

(3)(b)(2)	Amendment to the Bylaws of Florida Rock
Industries, Inc. adopted October 5, 1994,
incorporated by reference to an exhibit
previously filed with Form 10-K for the fiscal
year ended September 30, 1994.   File No. 1-
7159.



(3)(b)(3)	Amendment to the Bylaws of Florida Rock
Industries, Inc. adopted February 4, 1998,
incorporated by reference to an exhibit
previously filed with Form 10-Q for the quarter
ended March 31, 1998.   File No. 1-7159.

(3)(b)(4)	Amendment to the Bylaws of Florida Rock
Industries,  Inc.  adopted  December   5, 2001,
incorporated by reference to an exhibit
previously filed with Form 10-Q for the quarter
ended December 31, 2001.   File No. 1-7159.

(3)(b)(5) Amendment to the Bylaws of Florida Rock
Industries, Inc. adopted May 5, 2004,
incorporated by reference to an exhibit
previously filed with Form 10-Q for the quarter
ended June 30, 2004.   File No. 1-7159.

(4)(a)	Articles III, VII, and XIII of the Articles of
Incorporation of Florida Rock Industries, Inc.
incorporated by reference to exhibits previously
filed with Form 10-Q for the quarter ended
December 31, 1986 and Form 10-K for the fiscal
year ended September 30, 1993 and Articles XIV
and XV, of the Articles of Incorporation of
Florida Rock Industries, Inc. incorporated by
reference as appendix to the Company's Proxy
Statement dated December 15, 1994.
		File No. 1-7159.

(4)(b)	Credit Agreement dated as of May 27, 2004 among
Florida Rock Industries, Inc.; Wachovia Bank,
N.A.; Bank of America, N.A.; SunTrust Bank;
Wachovia Capital Markets, LLC and Banc of
America Securities, LLC, incorporated by
reference to an exhibit previously filed with
Form 10-Q for the quarter ended June 30, 2004.
File No. 1-7159.

(4)(c)	The Company and its consolidated subsidiaries
have other long-term debt agreements which do
not exceed 10% of the total consolidated assets
of the Company and its subsidiaries, and the
Company agrees to furnish copies of such
agreements and constituent documents to the
Commission upon request.

(4)(d)	Rights Agreements, dated as of May 5, 1999
between the Company and First Union National
Bank, incorporated by reference to Exhibit 4 to
the Company's Form 8-K dated May 5, 1999. File
No. 1-7159.

(10)(a)	Employment Agreement dated June 12, 1972 between
Florida Rock Industries, Inc. and Charles J.
Shepherdson, Sr. and form of Addendum thereto,
incorporated by reference to an exhibit
previously filed with Form S-1 dated June 29,
1972.   File No. 2-44839.

(10)(b)	Addendums dated April 3, 1974 and November 18,
1975 to Employment Agreement dated June 12, 1972
between Florida Rock Industries, Inc., and
Charles J. Shepherdson, Sr., incorporated by
reference to an exhibit previously filed with
Form 10-K for fiscal year ended September 30,
1975.   File No. 1-7159.

(10)(c)	Amended Medical Reimbursement Plan of Florida
Rock Industries, Inc., effective May 24, 1976,
incorporated by reference to an exhibit
previously filed with Form 10-K for the fiscal
year ended September 30, 1980.  File No. 1-7159.

(10)(d)	Amendment No. 1 to Amended Medical Reimbursement
Plan of Florida Rock Industries, Inc. effective
July 16, 1976, incorporated by reference to an
exhibit previously filed with Form 10-K for the
fiscal year ended September 30, 1980.   File No.
1-7159.



(10)(e)	Tax Service Reimbursement Plan of Florida Rock
Industries, Inc. effective October 1, 1976,
incorporated by reference to an exhibit
previously filed with Form 10-K for the fiscal
year ended September 30, 1980.   File No. 1-
7159.

(10)(f)	Amendment No. 1 to Tax Service Reimbursement
Plan of Florida Rock Industries, Inc.,
incorporated by reference to an exhibit
previously filed with Form 10-K for the fiscal
year ended September 30, 1981.   File No. 1-
7159.

(10)(g)	Amendment No. 2 to Tax Service Reimbursement
Plan of Florida Rock Industries, Inc.,
incorporated by reference to an exhibit
previously filed with Form 10-K for the fiscal
year ended September 30, 1985.   File No. 1-
7159.

(10)(h)	Summary of Management Incentive Compensation
Plan as amended effective October 1, 1992.
Previously filed with Form 10-K for the fiscal
year ended September 30, 1993.  File No. 1-7159.


(10)(i)	Florida Rock Industries, Inc. Management
Security Plan, incorporated by reference to an
exhibit previously filed with Form 10-K for the
fiscal year ended September 30, 1985.  File No.
1-7159.

(10)(j)	Various mining royalty agreements with Patriot
Transportation Holding, Inc. or its subsidiary,
none of which are presently believed to be
material individually, but all of which may be
material in the aggregate, incorporated by
reference to exhibits previously filed with Form
10-K for the fiscal year ended September 30,
1986.   File No. 1-7159.

(10)(k)		Florida Rock Industries, Inc. 1996 Stock Option
Plan, incorporated by reference to an appendix
to the Company's Proxy Statement dated December
18, 1995.  File No. 1-7159.

(10)(l)	Florida Rock Industries, Inc. 2000 Stock Option
Plan, incorporated by reference to an exhibit
previously filed with the Proxy Statement dated
December 20, 2000.   File No. 1-7159.



(10)(m)	Amendment to Florida Rock Industries, Inc. 2000
		Stock Option Plan, incorporated by reference to
		an exhibit previously filed with Form 10-Q for
the 	Quarter ended March 31, 2003.
		File No. 1-7159.

(10)(n)	Summary of Compensation Arrangements with
Directors, incorporated by reference to an
exhibit previously filed with the Form 10-Q for
the quarter ended March 31, 2005.
		File No. 1-7159.

(10)(o)	Summary of Compensation with Named Executive
Officers, incorporated by reference to an
exhibit previously filed with the Form 10-Q for
the quarter ended March 31, 2005.
		File No. 1-7159.

(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







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