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

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


For Quarter Ended June 30, 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 July 27, 2006: 65,808,876 shares of
$.10 par value common stock.



FLORIDA ROCK INDUSTRIES, INC.
FORM 10-Q
QUARTER ENDED JUNE 30, 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            16
	      Condition and Results of Operations

Item 3.  Quantitative and Qualitative Disclosures about Market Risk   25

Item 4.  Controls and Procedures                                      25


Part II.  Other Information


Item 1.  Legal Proceedings                                            26

Item 6.  Exhibits                                                     29

Signatures                                                            30

Exhibit 11   Computation of Earnings Per Common Share                 35

Exhibit 31(a)Certification of John D. Baker, II                       36

Exhibit 31(b)Certification of John D. Milton, Jr.                     37

Exhibit 31(c)Certification of Wallace A. Patzke, Jr.                  38

Exhibit 32   Certification under Section 906 of Sarbanes-Oxley Act    39
		       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,
                                                  2006            2005

ASSETS
Current assets:
 Cash and cash equivalents                     $   81,027           68,921
 Accounts receivable, less allowance
  for doubtful accounts of $2,874
  ($2,301 at September 30, 2005)                  165,769          146,501
 Inventories                                       48,133           43,682
 Deferred income taxes                              5,765            3,605
 Prepaid expenses and other                         6,810            4,116
  Total current assets                            307,504          266,825

Other assets                                       88,100           54,684
Goodwill                                          152,982          152,982
Property, plant and equipment, at cost:
 Depletable land                                  156,065          149,862
 Other land                                        81,518           77,811
 Plant and equipment                              952,309          885,855
 Construction in process                           52,763           20,977
                                                1,242,655        1,134,505
 Less accumulated depreciation,
  depletion and amortization                      586,955          556,005
  Net property, plant and equipment               655,700          578,500
                                               $1,204,286        1,052,991
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Accounts payable                              $   79,895           73,128
 Dividends payable                                  9,869            9,832
 Federal and state income taxes                         -              433
 Accrued payroll and benefits                      40,561           42,084
 Accrued insurance reserves, current portion       10,590            5,303
 Accrued liabilities, other                        11,093           13,003
 Long-term debt due within one year                 3,265            1,497
  Total current liabilities                       155,273          145,280

Long-term debt, excluding current installments     16,488           18,437
Deferred income taxes                              86,762           87,789
Accrued employee benefits                          25,147           24,659
Long-term accrued insurance reserves               15,854           14,103
Other accrued liabilities                          16,526           14,790
 Total liabilities                                316,050          305,058

Shareholders' equity:
 Preferred stock, no par value; 10,000,000
  shares authorized, none issued                        -                -
 Common stock, $.10 par value; 100,000,000
  shares authorized, 65,808,876 shares issued
  (65,747,811 shares at September 30, 2005)         6,581            6,555
 Capital in excess of par value                    45,600           33,897
 Retained earnings                                841,293          712,719
 Accumulated other comprehensive loss              (5,238)          (5,238)
  Total shareholders' equity                      888,236          747,933
                                               $1,204,286        1,052,991
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,
                                     2006       2005       2006      2005

Net sales                          $349,333    305,514  1,001,667   805,854
Freight revenues                     11,660      7,985     29,665    19,138
  Total sales                       360,993    313,499  1,031,332   824,992

Cost of sales                       227,820    203,422    666,645   556,733
Freight expense                      11,768      7,961     29,884    19,083
  Total cost of sales               239,588    211,383    696,529   575,816

Gross profit                        121,405    102,116    334,803   249,176
Selling, general and administrative  32,730     27,068     95,694    75,655
Gain on sale of real estate          (1,621)    (1,842)    (3,312)   (6,144)
Operating profit                     90,296     76,890    242,421   179,665

Interest expense                          -       (532)      (259)   (1,386)
Interest income                         685        775      2,013       867
Other income (expense), net             890        646      4,895     1,679

Income before income taxes           91,871     77,779    249,070   180,825
Provision for income taxes           33,554     31,901     90,928    69,720

Net income                         $ 58,317     45,878    158,142   111,105

Earnings per share:
 Basic                                $ .89        .70       2.41      1.70

 Diluted                              $ .87        .69       2.36      1.67

Cash dividend per common share        $ .15        .15        .45       .42
Weighted average shares used
in computing earnings per share:
 Basic                               65,778     65,407     65,671    65,240
 Diluted                             67,058     66,821     66,921    66,676


See accompanying notes.



















                  FLORIDA ROCK INDUSTRIES, INC. AND SUBSIDIARIES
	           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      NINE MONTHS ENDED JUNE 30, 2006 AND 2005
	                        (In thousands)
	                          (Unaudited)
                                                   2006       2005
Cash flows from operating activities:
  Net income                                     $158,142  111,105
  Adjustments to reconcile net income to net
   cash provided from operating activities:
    Depreciation, depletion and amortization       54,613   48,548
    Deferred income tax provision (benefit)        (3,187)   7,124
    Provision for doubtful accounts                   552     (406)
    Gain on disposition of property, plant and
      equipment and other assets                   (8,017)  (8,586)
    Dividends from affiliates                         291       44
    Stock option expense                            3,955        -
    Income tax benefit from exercise of stock
      options                                           -    5,306
  Net changes in operating assets and
     liabilities:
     Accounts receivable                          (17,121) (29,216)
     Inventories                                   (4,331)  (5,587)
     Prepaid expenses and other                    (2,752)     378
     Accounts payable and accrued liabilities       9,203   32,366
     Other, net                                       (42)     114

 Net cash provided by operating activities        191,306  161,190

Cash flows from investing activities:
  Purchases of property, plant and equipment     (106,568)(100,943)
  Net proceeds from the sale of property, plant
   and equipment and other assets                   6,369   35,260
  Additions to other assets                       (12,464)  (9,256)
  Long-term cash released from escrow                   -    2,915
  Business acquisitions                           (44,373) (11,366)
  Collection of advances to affiliates                313      670

Net cash used in investing activities            (156,723) (82,720)

Cash flows from financing activities:
  Repayment of long-term debt                        (181) (24,668)
  Exercise of employee stock options                3,587    3,682
  Excess tax benefits from exercise of stock
   options                                          3,648        -
  Repurchase of common stock                            -       (8)
  Payment of dividends                            (29,531) (69,416)

Net cash used in financing activities             (22,477) (90,410)


Net increase (decrease) in cash and cash
  equivalents                                      12,106  (11,940)
Cash and cash equivalents at beginning of year     68,921   45,891

Cash and cash equivalents at end of period        $81,027   33,951


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 and nine months ended June 30, 2006, are not
necessarily indicative of the results that may be expected for
the fiscal year ended September 30, 2006.  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, 2005.  Certain
amounts have been reclassified for the presentation adopted in
fiscal 2006.

(2)	Stock Option Plan

	The Company has a stock option plan under which options for
shares of common stock may be granted to directors, officers
and key employees.   Prior to October 1, 2005, the Company
accounted for stock options under the intrinsic value method
of APB Opinion No. 25.   Accordingly, no compensation expense
was recognized because the exercise price of the stock options
was equal to the market price of the stock on the date of
grant.

	Effective October 1, 2005, the Company adopted SFAS No. 123R,
"Share-Based Payment," which requires the Company to recognize
compensation expense for the fair value of stock-based
compensation awards.   As permitted by SFAS 123R, the Company
elected the modified prospective transition method, and as
such, results from prior periods have not been restated.
Under the modified prospective method, the Company must record
stock-based compensation expense for all awards granted after
October 1, 2005 and for the unvested portion of previously
granted awards outstanding prior to October 1, 2005.

	The Company grants stock options to officers and key employees
that become exercisable in five equal annual installments,
subject to continued employment.   Compensation expense for
these awards is recognized on a straight-line basis over the
five-year vesting period.   Typically, the annual vesting date
occurs in the first quarter of the fiscal year.   For fiscal
years 2005 and 2006, the Company also grants 1,000 options to
each of its non-employee directors for each regular board
meeting that they attend.   Effective October 1, 2006, non-
employee directors will receive annually in December stock
options valued at $50,000 using the Black Scholes option-
pricing model. Options granted to directors are immediately
exercisable and therefore the entire expense related to these
options is recorded at the date of grant.

	Compensation cost related to the unvested portion of awards
was estimated in accordance with the original provisions of
SFAS 123, adjusted for estimated forfeitures.  Compensation
cost for all stock-based awards granted after the adoption
dated was determined based on grant-date fair value estimated
in accordance with SFAS 123R. For the three and nine months
ended June 30, 2006, compensation cost related to stock-based
awards was $1,315,000 and $3,955,000, respectively. Tax
benefits recognized related to stock-based compensation for
the three and nine months ended June 30, 2006 were $507,000
and $1,526,000, respectively.

	The Company used the Black Scholes option-pricing model to
determine fair value before and after the adoption of SFAS
123R.   The fair value of options granted during the three and
nine months of fiscal 2006 and 2005 was estimated using the
following weighted average assumptions:

	                        Three Months       Nine Months
                              Ended  June 30      Ended  June 30
                              2006      2005      2006      2005

     Expected dividend yield   .94%     1.34%     1.15%     1.41%
     Expected volatility     34.62%    24.89%    34.26%    26.82%
     Risk-free interest rate  5.15%     4.01%     4.49%     4.08%
     Expected life of stock
       Options - years           9         7       7.2         7

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



     The following table summarizes stock option activity for the nine
months ended June 30, 2006:

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

     Outstanding on
        September 30, 2005   3,591,926     16.81

      Granted                  367,850     52.18
      Exercised               (261,065)    13.76
      Canceled                 (54,765)    28.48

      Outstanding on
        June 30, 2006        3,643,946     20.43       5.4     $106,559,000
      Exercisable on
        June 30, 2006        2,350,972     13.13       4.0     $ 85,897,000

	The weighted average grant-date fair values for the three and
nine months ended June 30, 2006 were $29.80 and $21.15 and
$11.93 and $11.89 for the three and nine months ended June 30,
2005.  The total intrinsic value of options exercised during
the three months ended June 30, 2006 and 2005 was $2,684,000
and $2,110,000, respectively.

	The total intrinsic value of options exercised during the nine
months ended June 30, 2006 and 2005 was $10,854,000 and
$13,755,000, respectively.  The total tax benefits for the
nine months ended June 30, 2006 were $4,187,000 of which
$3,648,000 were excess tax benefits and reported as cash flows
from financing activities. Prior to the adoption of FAS 123R,
these tax benefits would have been classified as cash flows
from operating activities.

	As of June 30, 2006, there is $12,009,000 of unrecognized
compensation expense related to nonvested option awards that
is expected to be recognized over a weighted average period of
2.9 years.

	During 2005, the Company accounted for its stock option plans
using the intrinsic value method prescribed by APB 25 and
provided the pro forma disclosures required by SFAS 123.   The
following presents pro forma income and per share data as if a
fair value based method had been used to account for stock
based compensation for the three and nine months of 2005 (in
thousands except per share amounts):

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

        Reported net income          $45,878           111,105
        Compensation cost
          determined under fair
          value based method, net
          of income taxes               (812)           (2,144)
        Proforma net income          $45,066           108,961

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

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

 (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 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, the adoption
of EITF 04-6 is not expected to have an effect on the
Company's consolidated financial statements.

In November 2004, the FASB issued SFAS No. 151, "Inventory
Costs, an amendment of ARB No. 43, Chapter 4," The amendments
made by SFAS 151 clarify that abnormal amounts of idle
facility expense, freight, handling costs and wasted materials
should be recognized as current period charges and requires
that the allocation of fixed production overhead to inventory
be based on the normal capacity of the production facilities.
This Statement was effective for the Company beginning October
1, 2005 and has not had a material impact on the consolidated
financial statements.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets, an amendment of APB Opinion No 29," which
eliminates the fair value measurement exception for
nonmonetary exchanges of nonmonetary assets that do not have
commercial substance.   This Statement was effective for the
Company beginning October 1, 2005 and has not had a material
impact on the 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.
(4)	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's most significant asset retirement obligations
arise in the aggregates and cement segments for reclamation
obligations on mining properties.   These reclamation
activities commonly include removal of plant and equipment and
grading, contouring and revegetation.  In some cases, we may
be required to restore waterways and nontidal wetlands.

In the Company's concrete segment, federal and state
regulations impose asset retirement obligations relating to
fuel tank closures, including closure assessments upon tank
removal and the cleaning of the tank prior to disposal.   In
addition, lease agreements at the leased facilities in some
cases impose certain requirements relating to removal of
concrete, plant and equipment, filling in at retention ponds
and paving.

For the aggregates and cement segment, an asset retirement
obligation is provided where the Company has a legal
obligation to reclaim the mining site.

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 its cement segment
since the Company is unable to estimate the date the
obligation would be incurred.   The owned sites have
indeterminate useful lives, and the Company expects to
continue to operate them indefinitely.   The Company will
recognize an asset retirement obligation for an owned concrete
plant when it is determined that a plant will be closed at
some future date or range of future dates.

For the Company's leased locations asset retirement
obligations are based on the terms of the lease agreements.
The Company has provided asset retirement obligations for
those locations where we can estimate the expected date we
will incur the cost of asset retirement.   The remaining sites
are leased under annual or month-to-month lease or rental
arrangements.   In the Company's experience, we have been able
to renew these leases at our discretion.   These leased sites
have indeterminate useful lives, and we expect to continue to
operate them indefinitely.   We will recognize an asset
retirement obligation with respect to these sites when we are
able to determine a reasonable range of future settlement
dates.

In March 2005, the FASB issued FIN No. 47, "Accounting for
Conditional Retirement Obligations," 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, 2006 and 2005 is as follows (in
thousands):
                                             2006     2005

      Balance at beginning of period      $ 9,060    9,033
      Additional liabilities                2,572      356
      Accretion of expenses                   350      300
      Payments/settlement of obligations     (312)  (2,124)
      Balance at end of period            $11,670    7,565

(5)	Employee Benefits

	For the three and nine months ended June 30, 2006 and 2005, no
pension income or expense was recorded.  Based on current
estimates, there will be no requirement to make cash
contributions during fiscal 2006.

(6)	Inventories

       Inventories consisted of the following (in thousands):

                                    June 30,     September 30,
                                      2006             2005

      Finished products            $ 27,159           25,850
      Raw materials                  10,227            6,923
      Work in progress                  989              636
      Parts and supplies              9,758           10,273
                                   $ 48,133           43,682

The excess of current cost over the LIFO stated values of
inventories was $9,096,000 at June 30, 2006 and $9,423,000 at
September 30, 2005.

During the third quarter and nine months of fiscal 2006,
inventory quantities decreased in certain of our business
segments, while unit costs increased, resulting in a change to
the consolidated LIFO reserve that decreased cost of sales by
$455,000 for the three months ended June 30, 2006 and $327,000
for the nine months ended June 30, 2006. During the third
quarter and nine months of 2005, inventory quantities
decreased slightly, while unit costs 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.

(7) Property, Plant and Equipment

Provision for depreciation of plant and equipment is
determined using the straight-line method based on the
following estimated useful lives:

	                                                 Years
         Buildings and improvements                      8-39
         Machinery and equipment:
           Water towing equipment                          18
           Plants and related equipment                  8-20
           Ancillary equipment                           3-10
         Automobiles and trucks                          3- 8
         Furniture and fixtures                          3-10

  	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 $319,000 and $519,000 for the
three months ended June 30, 2006 and 2005.   For the nine
months ended June 30, 2006 and 2005, depletion was $933,000
and $1,532,000.   Units of productions were 3,850,000 and
5,015,000 for the three months ended June 30, 2006 and 2005
and 11,101,365 and 15,172,000 for the nine months ended June
30, 2006 and 2005.   The decline in depletion was due to
mining at one location being on owned land in 2005 and on
leased land in 2006.



 (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.

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

	During 2006, the Company sold real estate resulting in pre-tax
gains of $1,621,000 and $3,312,000 for the three and nine
months ended June 30, 2006, respectively. Additionally during
the nine months 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 pre-tax
gain of $2,838,000 was recorded in other income.   During
March 2005, the first of two closings on a former quarry site
in the Baltimore area occurred.   This sale resulted in a gain
of $4,256,000 ($2,694,000 after tax).   The second closing
occurred during the third quarter of 2005 resulting in a pre-
tax gain of approximately $1,706,000. Additionally, during the
third quarter of fiscal 2005, the Company sold a small parcel
of land for $600,000 and realized a pre-tax gain of $116,000.

(10)	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    Nine Months Ended
                                     June 30,             June 30
                                   2006     2005       2006      2005

Net sales, excluding
  freight
   Construction aggregates $  98,835   89,883   282,266    233,871
   Concrete products         231,296  195,531   660,613    516,195
   Cement and calcium         61,200   56,375   180,522    151,884
   Intersegment sales        (41,998) (36,275) (121,734)   (96,096)

   Total net sales,
     excluding freight      $349,333  305,514 1,001,667    805,854

Operating profit
   Construction aggregates  $ 31,704   31,474    81,756     70,944
   Concrete products          42,953   34,847   119,606     81,052
   Cement and calcium         23,787   18,598    64,145     45,395
   Corporate overhead         (8,148)  (8,029)  (23,086)   (17,726)

   Total operating          $ 90,296   76,890   242,421    179,665
     Profit

      Identifiable assets, at quarter end
   Construction aggregates                    $  452,119   392,973
   Concrete products                             347,770   276,823
   Cement and calcium                            234,300   223,536
   Unallocated corporate
     assets                                       77,118    66,165
   Cash items                                     81,027    33,951
   Investments in affiliates                      11,952    12,018

   Total identifiable
     Assets                                   $1,204,286 1,005,466

	Construction aggregates operating profit for the three and
nine months ended June 30, 2006 includes gains on the sale of
real estate of $86,000 and $1,427,000 and $1,727,000 and
$5,983,000 for the three and nine months ended June 30, 2005.
Construction aggregates operating profit for the three and
nine 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, 2006 includes gains on sale of real
estate of $1,535,000 and $1,885,000.   Concrete products
operating profit for the three and the nine months ended June
30, 2005 includes gains on the sales of real estate of
$116,000 and $161,000.

      Cement operating profit for the three and nine months of
fiscal 2006 includes $1,075,000 of insurance proceeds.

	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.

(11)	Supplemental Disclosures of Cash Flow Information

Cash paid during the nine months ended June 30, 2006 and 2005
for certain expense items are as follows (in thousands):

                                              2006       2005
      Interest expense, net of
       amounts capitalized of $617 in 2006  $     0     1,599
      Income taxes                          $97,657    57,219

The following schedule summarizes non-cash investing and
financing activities for the nine months ended June 30, 2006
and 2005 (in thousands):

                                              2006       2005

       Additions to property, plant
        and equipment from exchanges        $3,757        156
       Additions to property, plant and
        equipment financed by issuing debt  $    -      1,276

(12)	Acquisitions

During the nine months ended June 30, 2006, the Company
acquired a small quarry and a small concrete operation for
a combined cost of $44,373,000.  The purchase price
allocations for these operations have not been finalized.
The excess of the purchase price over the estimated value
of the receivables and property, plant and equipment has
been recorded in other assets pending determination of
intangible assets.   The results of operations of these
acquisitions are immaterial to the results of the Company.

(13)	Contingent Liabilities

On March 22, 2006, the United States District Court for the
Southern District of Florida ruled that the mining permit
issued for the Company's 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. The Company expects mining to be
unaffected pending further court order following an
evidentiary hearing which began on June 13, 2006.  The
Court has not issued any rulings as to the remedy, it
intends to order at the conclusion of these proceedings,
which now appear will continue until at least the end of
August.

The Court's ruling affects most of the twelve mining
permits issued for Florida's Lake Belt region. The Company
holds 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.

From an industry standpoint, 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 construction aggregates comes from the
Lake Belt.  Although the Company holds 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 nine months ended June 30, 2006, the Company sold
2,970,000 tons of aggregates from the Miami quarry,
generating $29,931,000 in revenues. A significant portion
of this volume is shipped by rail to Central and Northeast
Florida and used in the Company's concrete production
facilities in Southeastern Florida, Central Florida, Tampa
and Jacksonville.  The Company's Miami quarry employs 98
persons and has property, plant and equipment of
approximately $54,062,000 of which $21,523,000 is land.

The Company estimates that recoverable reserves at the
Miami quarry (assuming that mining is permitted to continue
in the long term) are approximately 139 million tons.

The Company strongly believes 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. The Company
further believes that the permits issued by the Corps of
Engineers were properly issued. The Company intends to
appeal the Court's ruling, while at the same time seeking
re-issuance of the permits.

The Company believes that a court order enjoining mining
would have a serious adverse impact on the South Florida
mining industry and its thousands of workers adversely
affect the Florida economy and construction industry and
possibly lead to cancellation or postponement of important
public projects.

The Company cannot yet assess the impact of this ruling
because the Company does not yet know:

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

*	whether the Company's permit will be reissued by the
Corp of Engineers.

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

*	whether the sharp price increases that would 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.

The Company is developing contingency plans in the event of
a temporary or permanent mining shutdown in the Lake Belt
region.  The Company's 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.  The Company is 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, the Company would
expect time delays of one year or more 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, the Company 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.

Samples of crushed material from the New Brunswick, Canada
quarry operated by our 50% subsidiary, Jamer Materials,
Ltd., have been found to contain elevated levels of
naturally occurring arsenic.  Prior to discovery of this
issue, a nearby landowner used some of this material as
fill material on a site near a stream that leads to the
local water supply. The Company does not believe that the
material poses a risk to human health, but management will
continue to monitor the situation as circumstances merit.
The Canadian environmental authorities have ordered that
the material be removed from our neighboring landowner's
site.  We estimate the cost of removal to be $685,000, and
management estimates that approximately 44% of the material
has been removed.  Management does not expect this matter
to have a material adverse effect on the Company's
operating results or financial condition.

The Company has been named as one of numerous defendants in
a lawsuit filed in Broward County, Florida, by 61
plaintiffs alleging personal injuries arising from
silicosis.   The lawsuit asserts that the Company and
various other mining companies named in the complaint
(along with other defendants) are liable for negligence
under a number of theories.   The complaint was served upon
the Company on March 27, 2006.  Since the filing, many
cases have been voluntarily dismissed so that out of the
original 61 plaintiffs, only 13 remain as to the Company.
Thus far, none of the verified worksheets identifies
Florida Rock in connection with claimed loss. The case is
in the early pleading stages, but management does not
expect this matter to have a material adverse effect on its
financial position or results of operations.

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. The Company's 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.

(13)	Subsequent Events

On July 28, 2006, the Board of Directors authorized
management to begin to repurchase shares under its existing
$20 million repurchase authorization.    Through August 1,
2006, the Company had repurchased 516,000 shares. On August
2, 2006, Florida Rock's Board of Directors approved a $180
million increase in the stock repurchase authorization.
Stock repurchases under this authorization may be made from
time to time through open market and privately negotiated
transactions at such times and in such amounts as
management deems appropriate and funded using the Company's
working capital. Repurchases under this authorization will
be made in compliance with the rules of the Securities and
Exchange Commission. The stock repurchase authorization may
be limited or terminated at any time by the Board of
Directors without prior notice, and Florida Rock has no
obligation to make any repurchases under the authorization.

On August 2, 2006, the Company's independent directors
approved a 50-50 real estate joint venture with a
subsidiary of Patriot ("FRP") to develop approximately
4,300 acres of land near Brooksville, Florida.   Under the
terms of the joint venture, the Company will contribute 841
acres owned by the Company, including a recently acquired
288 acre parcel.  The Company also will contribute its
leasehold interest in 3,443 acres that it leases from FRP
under a long-term mining lease.

FRP will contribute its fee interest in the 3,443 acre
parcel.  FRP also will reimburse the Company for one-half
of the acquisition costs (approximately $3 million) of the
recently acquired 288 acre parcel.  The joint venture will
be jointly controlled by the Company and FRP, and all
future capital contributions and distributions will be made
on a 50-50 basis.


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. For the third quarter and
nine months ended June 30, 2006, the Company achieved record levels
of sales and net income due to continued strong demand for the
Company's products, resulting in higher volumes and supporting price
increases. Residential demand has declined slightly in the Company's
markets. Future results may be impacted by many factors, including
the demand for residential and commercial real estate construction
and pending court decision regarding continued mining in Florida's
Lake Belt region.  This discussion should be read in conjunction
with management's analysis included in the Form 10-K for the year
ended September 30, 2005.

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

     During fiscal 2005 we produced and shipped 43 million tons of
construction aggregates.   At September 30, 2005, we had 2.5 billion
tons of permitted reserves.


     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.

     Our Newberry cement plant produced 819,000 tons of cement in
2005.   We have obtained a permit from the Florida Department of
Environmental Protection to double annual production capacity and we
have received approval from the City of Newberry.   We are in the
process of taking bids and expect to complete the expansion in late
fiscal 2008 or early fiscal 2009.

     Our Tampa facility imports, blends or bags and sells cement and
grinds, blends and sells granulate 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.

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. In the short term
residential construction declined during the third quarter and
continues to decline in the early part of the fourth quarter
especially in our south Florida markets.   It is more difficult to
predict commercial construction activity, but we have seen increased
commercial construction activity in our Florida market during the
current year. Likewise it is difficult to predict residential
construction activity in other states; however residential
construction has declined in our northern markets.   We expect that
this declining trend in residential construction could continue
beyond the fourth quarter.  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 significantly over the next few years.

     Cement Supplies.   Our cement performance in fiscal 2004 and
2005 was aided by a severe cement shortage in the Florida market,
fueled by a record level of demand, unusual downtime at some of our
competitors' plants and limited availability of imports.

     We expect cement demand to continue to be strong in our
principal markets. At the same time, we expect an increase in supply
in future years. Our Newberry cement plant produced 819,000 tons of
cement in 2005. We have obtained the permits to construct a second
line at our Newberry plant that will double our production capacity.
Some of our competitors also either are expanding capacity or
building new plants.   We believe international supply will increase
with supplies that exceed demand in China.  Also, in March of this
year the United States and Mexico reached an accord to reduce duties
on Mexican cement by almost 90% while increasing the annual limit on
cement imports from Mexico to 3 million tons.  After 3 years, the
duty and the import limit will be completely eliminated.  We do not
expect these changes to have a significant impact on our Florida
market in the near term.

     Our operations are influenced by a number of other external and
internal factors.   Other external factors include weather,
competition, interest rates, environmental, 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 August and September 2004 four hurricanes and a tropical
storm affected the southeastern United States.   These storms
reduced the demand for cement and brought supply and demand for
cement in balance.   These storms caused a temporary disruption in
our business during the first quarter of fiscal 2005.   In addition,
rail operations were interrupted resulting in restricted delivery of
aggregates products to our distribution terminals.   This
interruption in rail service continued throughout much of fiscal
2005 and into early fiscal 2006. During the first quarter of fiscal
2006, rail transportation was once again curtailed due to a
hurricane.

     In October 2005 a hurricane affected southern Florida and has
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 has affected
business in early fiscal 2006 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,
which returned to normal levels during the second quarter.

   	Financial results will be affected by planned maintenance at
the cement plant since these costs, which can be significant, are
expensed in cost of sales when incurred. The Company expensed
planned maintenance of $1,600,000 in the third quarter and
$4,100,000 in the first nine months of fiscal 2006, as compared to
$100,000 in third quarter and $2,200,000 in the first nine months of
fiscal 2005.  The plant was shut down for nineteen days in fiscal
2006 and twelve days in fiscal 2005 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 2006 has a budget of
$250 million.  Of this amount, approximately $67 million is for
replacements and approximately $183 million is for new land and
plants.  Due to delays in commencing construction, the Company will
not spend its entire capital expenditures program for fiscal 2006.
The Company expects capital expenditures for the fourth quarter to
be approximately $85 million.

     This compares to capital expenditures in 2005 of $125.5 million
excluding acquisitions.   The increase in the capital expenditure
program for 2006 contemplates 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 third quarter of fiscal 2006, which
ended June 30, 2006, consolidated sales increased 15.1% to
$360,993,000 from $313,499,000 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 due
to an increase in the average selling price of both ready-mix
(14.2%) and block (23.0%). In addition, ready mix volumes increased
1.4% primarily as a result of an acquisition this year.  Block
volumes were stable.  Revenues in the aggregates segment increased
as a result of higher average selling prices (11.7%) and a 6.0%
increase in volumes at our producing locations.  The volume
increases were in our southern operations except for our southern
distribution terminals where volumes decreased 16.4% due to the
availability of product at the distribution terminals.  We had lower
aggregates volumes in our northern markets of 8.5%.  Revenues
increased in the cement and calcium segment due to the higher prices
(17.8%) partially offset by lower volumes (7.7%) primarily at our
Newberry cement facility.

For the nine months of fiscal 2006, consolidated sales increased
25.0% to $1,031,332,000 from $824,992,000 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 increased
due to an increase in the average selling price of ready-mix (17.6%)
and block (24.8%) and increased volumes of concrete block of 5.2%
and ready-mix concrete of 9.7%.  Revenues in the aggregates segment
increased as a result of higher average selling prices (11.0%) and
8.0% increase in volumes.   The volume increases were from our
southern operation as volumes declined in our northern operation.
The southern volumes increases were partially offset by lower sales
volumes at our southern distribution terminals.   Revenues increased
in the cement and calcium segment due to the higher cement prices
(19.2%) while volumes remained stable, with cement volume increases
being offset by declining volume in the calcium operations.

Gross profit for the third quarter of fiscal 2006 increased 18.9% to
$121,405,000 from $102,116,000 for the same period last year.
Gross profit margin for the third quarter of fiscal 2006 increased
to 33.6% from 32.6% for the same period last year.  Gross profit
improved in all three segments and gross profit margin improved in
concrete products and cement and calcium but declined in
construction aggregates.  The improvement in the cement and calcium
segment is due to improved pricing discussed above.  In addition,
the third quarter of 2006 benefited from the collection of insurance
proceeds of $1,075,000 related to an equipment failure in fiscal
2005.  The improvements were partially offset by higher fuel and
electric costs and lower volumes.  The improvement in gross profit
in the concrete products segment was due to higher sales prices as
discussed above and to a lesser extent, volume increases. Gross
profit in the aggregates segment improved as a result of price
increases and volume increase discussed above, partially offset by
higher fuel, utilities, royalty and repair costs. Gross profit
margin was adversely affected by these higher operating costs.
Gross profit and gross margin last year also benefited from an
insurance settlement of $2,116,000 which recovered costs previously
expensed. On a consolidated basis, fuel costs, including coal,
increased $4,675,000, repairs and maintenance increased $2,446,000
and depreciation and amortization increased $2,165,000.

Gross profit for the nine months of fiscal 2006 increased 34.4% to
$334,803,000 from $249,176,000 for the same period last year.
Gross margin for the nine months of fiscal 2006 increased to 32.5%
from 30.2% for the same period last year.   Gross profit and margin
improved in all three segments.   The improvement in the cement and
calcium segment is due to improved pricing discussed above. In
addition, the third quarter of 2006 benefited from the collection of
insurance proceeds of $1,075,000 related to an equipment failure in
fiscal 2005.  The improvements were partially offset by higher fuel
and electric costs.  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 as discussed above.   Gross
profit in the aggregates segment improved as a result of price
increases and volume increase discussed above, partially offset by
higher fuel, utilities, stripping and repair costs.   Gross profit
also benefited last year from an insurance settlement of $2,116,000
which recovered costs previously expensed.  Consolidated gross
profit was negatively impacted by an increase of $12,679,000 in fuel
costs including coal, an increase in repairs and maintenance of
$7,462,000, an increase of $4,498,000 in electric costs and an
increase in risk insurance costs of $2,529,000.

Selling, general and administrative (SGA) expenses on a consolidated
basis for the third quarter of fiscal 2006 increased to $32,730,000
as compared to $27,068,000 last year constituting 9.1% of sales as
compared to 8.6% last year. A major portion of the dollar increase
is due to profit sharing and management incentive compensation,
which are both linked to earnings before income taxes and real
estate gains and stock option expenses related to the adoption of
FAS 123R which increased costs by $1,315,000.    All three business
segments had an increase in SGA expenses primarily due to profit
sharing, management incentive and stock option expenses.    Without
these increased expenses, SGA expenses for each of the business
segments would have increased slightly.   For corporate overhead,
SGA expenses increased as a result of higher profit sharing,
management incentive, stock option expense and professional fees.
Last year SGA expenses benefited $556,000 from reimbursement of
legal fees in connection with the insurance settlement discussed
above and $596,000 from life insurance proceeds.

SGA on a consolidated basis for the nine months of fiscal 2006
increased to $95,694,000 as compared to $75,655,000 last year
constituting 9.3% of sales as compared to 9.2% last year.   The
increase in dollar amounts is attributable to increased profit
sharing and management incentive compensation expense, stock option
expense and professional fees.  Stock option expenses increased
costs by $3,955,000.  All three business segments had an increase in
SGA expenses primarily due to profit sharing, management incentive
and stock option expenses.    Without these increased expenses, SGA
expenses for each of the business segments would have increased
slightly.   For corporate overhead, SGA expenses increased as a
result of profit sharing, management incentive, stock option expense
and professional fees.   Last year SGA expenses benefited $556,000
from reimbursement of legal fees in connection with the insurance
settlement discussed above and $596,000 from life insurance
proceeds.

Consolidated operating profit increased to $90,296,000 in the third
quarter of 2006 as compared to $76,890,000 for the same period last
year.  Included in operating profit are real estate gains of
$1,621,000 as compared to $1,842,000 last year.    Operating profit
for the Aggregates group increased to $31,704,000 from $31,474,000
last year.  This was due to an 11.7% increase in volume and price
increases offset by lower real estate gains and higher operating
expenses for higher fuel and repair costs.   The third quarter of
2006 included the real estate gains of $86,000 as compared to
$1,881,000 last year.  For the concrete products segment operating
profit increased to $42,953,000 from $34,847,000 last year.   This
was due to an increase in ready-mix volumes, price increases and
additional real estate gains of $1,419,000.   These increases were
slightly offset by increased fuel and SGA expenses.    For the
Cement and Calcium segment operating profit increased to $23,787,000
from $18,598,000 last year.  This increase was due to higher prices
partially offset by decreased volumes and increased SGA expenses.

Consolidated operating profit increased to $242,421,000 in the nine
months of 2006 as compared to $179,665,000 for the same period last
year.   The nine months of last year includes the gain on the sale
of a former quarry and other real estate which resulted in a pre-tax
gain of $6,144,000.  Gains on sale of real estate this year amounted
to $3,312,000.   Operating profit for the Aggregates group increased
to $81,756,000 from $70,944,000 last year.    This was due to an
8.0% increase in volume and price increases slightly offset by
higher SGA expenses and further reduced by higher fuel and repair
costs.  Fiscal 2006 included real estate gains of $1,427,000 as
compared to $4,256,000 last year.  For the concrete products segment
operating profit increased to $119,606,000 from $81,052,000 last
year.   This was due to 9.7% increase in ready-mix volumes, 5.2%
increase in block volumes, price increases and additional real
estate gains of $1,723,000.   These increases were slightly offset
by increased fuel and SGA expenses.    For the Cement and Calcium
segment operating profit increased to $64,145,000 from $45,395,000
last year. This increase was due to higher prices partially offset
by increased SGA expenses.

Interest expense for the third quarter of fiscal 2006 was zero due
to capitalization of interest versus expense of $532,000 for the
same quarter last year. Interest expense for the nine months of 2006
decreased to $259,000 as compared to $1,386,000 for the same period
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 $617,000 of interest this
year.

Interest income for the third quarter of fiscal 2006 decreased to
$685,000 as compared to $775,000 for the same quarter last year.
Interest income for the nine months of fiscal 2006 increased to
$2,013,000 from $867,000 for the same period last year.   At June
30, 2006, the Company has $81,027,000 of cash and cash equivalents.
As a result, interest income will continue at these levels 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
$382,000 for the third quarter of fiscal 2006 as compared to a gain
of $243,000 last year. The equity in these ventures was a gain of
$192,000 for the nine months of fiscal 2006 as compared to a gain of
$115,000 last year.   Other income for the nine months of fiscal
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 $1,653,000 for the third quarter of
fiscal 2006 compared to the same period last year, due to higher
income before taxes and a decrease in the effective rate to 36.5%
from 36.7%.   Last year included an adjustment of $2,450,000 for tax
expense on our percentage depletion adjustment.   Likewise, income
tax expense increased $21,208,000 for the nine months of fiscal 2006
as compared to the same period last year. The effective rate for the
nine months of fiscal 2006 was 36.5% compared to 36.7% in fiscal
2005.

Net earnings for the third quarter of fiscal 2006 were $58,317,000
as compared to $45,878,000 last year.

Net earnings for the nine months of fiscal 2006 were $158,142,000 as
compared to $111,105,000 last year.   Included in net earnings for
this year is the gain on sale of real estate of $3,312,000 pre-tax
($2,103,000 after tax), and other income of $2,838,000 ($1,802,000
after tax)from an exchange of real estate, as compared to gains on
the sale of real estate of $6,144,000 pre-tax ($3,889,000 after tax)
last year.

	Liquidity and Capital Resources.   For the nine months of
fiscal 2006, cash provided by operating activities of $191,306,000,
proceeds from the exercise of stock options of $7,235,000 and
proceeds from sales of assets of $6,369,000 along with cash
available at the beginning of the period, funded purchases of
property, plant and equipment of $106,568,000, payment of dividends
of $29,531,000 and acquisitions of $44,373,000.

Operating Activities
During the nine months of fiscal 2006, cash flow provided by
operations increased as compared to the same period last year
primarily due to higher net income, depreciation expense, stock
option expense and an increase in accounts payable, partially offset
by higher inventories, accounts receivable and prepaid expenses and
a reduction in deferred taxes.

Investing Activities
For the nine months of fiscal 2006, cash flow used in investing
activities was $156,723,000.   This resulted from purchases of
property, plant and equipment of $106,568,000, $44,373,000 used to
purchase a quarry operation and concrete operations and $12,464,000
increase in other assets. Proceeds from sale of property, plant and
equipment and other assets were $6,369,000.

Financing Activities
Cash flow used in financing activities was $22,477,000 for the nine
months of fiscal 2006, primarily for the payment of dividends,
partially offset by proceeds and tax benefits from the exercise of
stock options.

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
and then any excess is invested in short-term investments.  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, 2006, there was available
$250,000,000 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 re-borrowed under insurance policies.

On July 28, 2006, the Board of Directors authorized management to
begin to repurchase shares under its existing $20 million repurchase
authorization.    Through August 1, 2006, the Company had
repurchased 516,000 shares. On August 2, 2006, Florida Rock's Board
of Directors approved a $180 million increase in the stock
repurchase authorization. Stock repurchases under this authorization
may be made from time to time through open market and privately
negotiated transactions at such times and in such amounts as
management deems appropriate and funded using the Company's working
capital. Repurchases under this authorization will be made in
compliance with the rules of the Securities and Exchange Commission.
The stock repurchase authorization may be limited or terminated at
any time by the Board of Directors without prior notice, and Florida
Rock has no obligation to make any repurchases under the
authorization.

Working capital at June 30, 2006 was $152,230,000 as compared to
$121,545,000 at September 30, 2005.

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, 2005.

	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 August 2, 2006, the Company's independent directors approved a
50-50 real estate joint venture with a subsidiary of Patriot ("FRP")
to develop approximately 4,300 acres of land near Brooksville,
Florida.   Under the terms of the joint venture, the Company will
contribute 841 acres owned by the Company, including a recently
acquired 288 acre parcel.  The Company also will contribute its
leasehold interest in 3,443 acres that it leases from FRP under a
long-term mining lease.

FRP will contribute its fee interest in the 3,443 acre parcel.  FRP
also will reimburse the Company for one-half of the acquisition
costs (approximately $3 million) of the recently acquired 288 acre
parcel.  The joint venture will be jointly controlled by the Company
and FRP, and all future capital contributions and distributions will
be made on a 50-50 basis.

Management believes that both the Company and FRP ultimately will
realize greater value from development of the Brooksville property
rather than continued mining.    At present, the Company mines high
calcium content limestone on this property that is ground for use in
animal feed (although the limestone also is suitable for other
purposes).  The agreement will permit continued mining and operation
of the calcium plant on a portion of this property for at least the
next 15 years.

The property does not yet have the necessary entitlements for real
estate development.  Approval to develop real property in Florida
entails an extensive entitlements process involving multiple and
overlapping regulatory jurisdictions and often requiring
discretionary action by local governments. This process is time-
consuming and often political, and the outcome is inherently
uncertain. The Company currently expects that the entitlement and
development process may take several years to complete.

In addition, the independent directors of the Company also approved
certain lease extensions with FRP on the Company's corporate
headquarters in Jacksonville, the Astatula and Marion Sand properties
(sand mines) and with respect to 2500 acres of the Grandin mining
property (sand mine).

	Outlook. In our markets commercial and infrastructure spending
remain strong.  Residential demand is clearly on the decline.  July
pricing improvements have again been effected in most markets albeit
in the face of more resistance than we experienced six months and a
year ago. We expect that the decline in residential construction
could continue beyond the current year.  The growth in the
commercial and infrastructure is not expected to offset fully the
decline in residential construction.

For further discussion of the issues surrounding the Miami quarry,
refer to Note 13 to the Condensed Consolidated Financial Statements.

For our cement grinding and import facilities, our purchases are
under a three year contract that expires at the end of 2006.
Currently the purchases are at prices below the current spot prices
for the product.   The prices paid upon the expiration of the
contract will depend on market prices at that time for the product
and shipping rates. It is currently estimated that the prices paid
could increase $12-15 million in fiscal 2007.

	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:
whether we will be permitted to continue to mine at our Miami quarry
after an adverse court ruling in March invalidating our permit;
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, 2005 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, 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

On March 22, 2006, the United States District Court for the Southern
District of Florida ruled that the mining permit issued for the
Company's 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. The Company expects
mining to be unaffected pending further court order following an
evidentiary hearing which began on June 13, 2006.  The Court has not
issued any rulings as to the remedy, it intends to order at the
conclusion of these proceedings, which now appear will continue
until at least the end of August.

The Court's ruling affects most of the twelve mining permits issued
for Florida's Lake Belt region. The Company holds 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.

From an industry standpoint, 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
construction aggregates comes from the Lake Belt.  Although the
Company holds 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 nine months ended June 30, 2006, the Company sold 2,970,000
tons of aggregates from the Miami quarry, generating $29,931,000 in
revenues. A significant portion of this volume is shipped by rail to
Central and Northeast Florida and used in the Company's concrete
production facilities in Southeastern Florida, Central Florida,
Tampa and Jacksonville.  The Company's Miami quarry employs 98
persons and has property, plant and equipment of approximately
$54,062,000 of which $21,523,000 is land.

The Company estimates that recoverable reserves at the Miami quarry
(assuming that mining is permitted to continue in the long term) are
approximately 139 million tons.

The Company strongly believes 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. The Company further believes that the permits issued by the
Corps of Engineers were properly issued. The Company intends to
appeal the Court's ruling, while at the same time seeking re-
issuance of the permits.

The Company believes that a court order enjoining mining would have
a serious adverse impact on the South Florida mining industry and
its thousands of workers adversely affect the Florida economy and
construction industry and possibly lead to cancellation or
postponement of important public projects.

The Company cannot yet assess the impact of this ruling because the
Company does not yet know:

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

*	whether the Company's permit will be reissued by the Corp of
Engineers.

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

*	whether the sharp price increases that would 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.

The Company is developing contingency plans in the event of a
temporary or permanent mining shutdown in the Lake Belt region.  The
Company's 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.  The Company is 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, the Company would
expect time delays of one year or more 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, the Company 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.

Samples of crushed material from the New Brunswick, Canada quarry
operated by our 50% subsidiary, Jamer Materials, Ltd., have been
found to contain elevated levels of naturally occurring arsenic.
Prior to discovery of this issue, a nearby landowner used some of
this material as fill material on a site near a stream that leads to
the local water supply. The Company does not believe that the
material poses a risk to human health, but management will continue
to monitor the situation as circumstances merit. The Canadian
environmental authorities have ordered that the material be removed
from our neighboring landowner's site.  We estimate the cost of
removal to be $685,000, and management estimates that approximately
44% of the material has been removed.  Management does not expect
this matter to have a material adverse effect on the Company's
operating results or financial condition.

The Company has been named as one of numerous defendants in a
lawsuit filed in Broward County, Florida, by 61 plaintiffs alleging
personal injuries arising from silicosis.   The lawsuit asserts that
the Company and various other mining companies named in the
complaint (along with other defendants) are liable for negligence
under a number of theories.   The complaint was served upon the
Company on March 27, 2006.  Since the filing, many cases have been
voluntarily dismissed so that out of the original 61 plaintiffs,
only 13 remain as to the Company. Thus far, none of the verified
worksheets identifies Florida Rock in connection with claimed loss.
The case is in the early pleading stages, but management does not
expect this matter to have a material adverse effect on its
financial position or results of operations.

As previously reported, on May 1, 2006, the Company received a
Notice of Potential Liability from the U.S. Environmental Protection
Agency, addressed to the Company's subsidiary, Florida Cement, Inc.,
relating to the disposal of cement kiln dust at the Jernigan
Trucking Dump Site in Hillsborough County, Florida during the 1970s.
The Company acquired Florida Cement, Inc., from Lafarge North
America, Inc., in 2003. On June 27, 2006, the EPA notified the
potentially responsible parties that it had determined based on
available information, that Lafarge North America (rather than
Florida Cement) is the proper cement company to be listed as a
potentially responsible party.  Accordingly, the Company believes
that this matter has been resolved.


Item 6.  Exhibits

The response to this item is submitted as a separate section
entitled "Exhibit Index" starting on page 31 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 2, 2006                   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 30, 2006

	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)	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)(b)	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)(c)	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)(d)	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)(e)	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)(f)	Amended Management Incentive Compensation Plan.
Previously filed as an Annex to the Company's
Proxy Statement filed on January 3, 2006.

(10)(g)	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)(h)	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)(i)		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)(j)	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)(k)	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)(l)	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)(m)	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