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                                                                   Exhibit 10(b)

                             AMENDMENT NUMBER TWO TO
                              EMPLOYMENT AGREEMENT

         AMENDMENT made as of this 26th day of February, 2004 to the Employment
Agreement dated as of October 30, 1998, as amended on March 6th 2003 (the
"Employment Agreement"), by and between Florida East Coast Industries, Inc.
("FECI"), a Florida corporation, and Robert W. Anestis (the "Executive").

                              W I T N E S S E T H:

         WHEREAS, FECI and the Executive have previously entered into the
Employment Agreement; and

         WHEREAS, FECI and the Executive desire to amend the Employment
Agreement.

         NOW, THEREFORE, the parties hereto agree, that the Employment Agreement
be amended effective as of January 1, 2004, as follows:

         1. Section 1 of the Employment Agreement is amended by adding the
following language at the end thereof:

        "In the event that FECI does not give written notice to the
        Executive at least one hundred eighty (180) days prior to the
        end of the then Employment Period that it elects not to renew
        the Agreement at the end of the then Employment Period, the
        Employment Period shall be extended for a period of two (2)
        years from the then applicable expiration date on the same
        terms and conditions as set forth in the Agreement (including
        this provision), provided that the Executive shall have the
        right to terminate the then Employment Period on the scheduled
        expiration date on written notice to FECI given at least
        thirty (30) days prior to the then applicable expiration date.
        Any notice to the Executive that the Agreement will not be
        renewed shall be deemed a termination of the Executive's
        employment by FECI without Cause as of the end of the
        Employment Period."

         2. Section 2(b)(i) of the Employment Agreement is hereby amended by
adding the phrase "(effective January 1, 2004, Six Hundred Thousand ($600,000))"
immediately following the phrase "Four Hundred Thousand Dollars ($400,000)."

         3. Section 2(b)(ii) of the Employment Agreement is hereby amended by
adding the phrase "(effective January 1, 2004, sixty-five percent (65%))"
immediately following the phrase "fifty percent (50%)."


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         4. The Employment Agreement is amended by moving the amendment added to
Section 4(d) by the First Amendment to the Employment Agreement to a new Section
4(b)(v) and adding the following language at the end thereof:

        "For avoidance of doubt, a termination of the Executive's
        employment other than for Cause for purposes of this
        subsection (v) shall not be deemed to occur for purposes of
        the immediately preceding sentence upon expiration of the
        Agreement or any extension thereof unless Executive's
        employment terminates upon such expiration."

         5. Except as expressly set forth herein, all other provisions of the
Employment Agreement shall remain in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first written above.

                                            FLORIDA EAST COAST INDUSTRIES, INC.


                                            By: /s/ Allen C. Harper
                                                --------------------------------
                                                Allen C. Harper
                                                Chairman, Compensation Committee


                                            /s/ Robert W. Anestis
                                            ------------------------------
                                            Robert W. Anestis