<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-Q



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

          For the quarterly period ended MARCH 31, 2000

                                       OR

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

          For the transition period from ___________ to _____________

                         Commission File Number 2-89530
                                                -------

                      FLORIDA EAST COAST INDUSTRIES, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

<TABLE>

<S>                                                                                <C>
             FLORIDA                                                                   59-2349968
-------------------------------                                                    -------------------
(State or other jurisdiction of                                                       (IRS Employer
incorporation or organization)                                                     Identification No.)

ONE MALAGA STREET, ST. AUGUSTINE, FLORIDA                                              32084
-----------------------------------------                                            ----------
(Address of principal executive offices)                                             (Zip Code)
</TABLE>


      Registrant's telephone number, including area code - (904) 829-3421
                                                           --------------

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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

<TABLE>

<S>                                                               <C>
          CLASS                                                   OUTSTANDING AT MARCH 31, 2000
          -----                                                   -----------------------------
Common Stock-no par value                                              36,435,084 shares
Collateral Trust 5% Bonds                                              $11,724,050
</TABLE>


<PAGE>   2


                      FLORIDA EAST COAST INDUSTRIES, INC.

                                     PART I


                             FINANCIAL INFORMATION

<TABLE>
<CAPTION>
ITEM 1.  FINANCIAL STATEMENTS
                                                 INDEX                                       PAGE NUMBERS
                                                 -----                                       ------------
<S>           <C>                                                                            <C>
              Consolidated Condensed Balance Sheets -
                  March 31, 2000 and December 31, 1999                                           2

              Consolidated Condensed Statements of Income -
                  Quarters Ended March 31, 2000 and 1999                                         3

              Consolidated Condensed Statements of Cash Flows -
                  Quarters Ended March 31, 2000 and 1999                                         4

              Notes to Consolidated Condensed Financial Statements                               5-10


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

              Comparison of First Quarter 2000 versus First Quarter 1999                         11-13

              Changes in Financial Condition, Liquidity and Capital Resources                    13-14


                                                      PART II

                                                 OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                                       14

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                     14

ITEM 6.  EXHIBITS AND REPORTS                                                                    15
</TABLE>


                                       1
<PAGE>   3


                      FLORIDA EAST COAST INDUSTRIES, INC.
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                          MARCH 31       DECEMBER 31
                                                                                        ------------    ------------
                                                                                            2000            1999
                                                                                        ------------    ------------
                                                                                        (Unaudited)
<S>                                                                                      <C>             <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                                                    13,588          15,715
  Short-term investments                                                                       57,412          46,433
  Accounts receivable (net)                                                                    28,694          25,130
  Materials and supplies                                                                        4,403           5,565
  Other current assets                                                                          6,105           6,408
                                                                                         ------------    ------------
     Total current assets                                                                     110,202          99,251

OTHER INVESTMENTS                                                                                  --          40,404

PROPERTIES, LESS ACCUMULATED DEPRECIATION AND AMORTIZATION                                    781,414         742,176

OTHER ASSETS AND DEFERRED CHARGES                                                              29,504          29,047
                                                                                         ------------    ------------
TOTAL ASSETS                                                                                  921,120         910,878
                                                                                         ============    ============


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                                                                             23,830          31,880
  Income taxes                                                                                  5,683           2,409
  Accrued casualty and other reserves                                                           2,106           2,533
  Other accrued liabilities                                                                     8,002           4,547
                                                                                         ------------    ------------
     Total current liabilities                                                                 39,621          41,369

DEFERRED INCOME TAXES                                                                         133,856         133,444

ACCRUED CASUALTY AND OTHER LONG-TERM LIABILITIES                                               12,388          11,624

SHAREHOLDERS' EQUITY:
  Common stock, no par value; 50,000,000 shares authorized;
   37,234,168 shares issued and 36,435,084 shares outstanding                                  65,256          64,049
   at March 31, 2000, and 37,194,244 shares issued and
   36,395,160 outstanding at December 31, 1999
  Retained earnings                                                                           681,202         671,269
  Accumulated other comprehensive income-unrealized gain (loss) on securities (net)              (138)            317
  Restricted stock deferred compensation                                                       (1,710)         (1,839)
  Treasury stock at cost (799,084 shares)                                                      (9,355)         (9,355)
                                                                                         ------------    ------------
     Total shareholders' equity                                                               735,255         724,441
                                                                                         ------------    ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                    921,120         910,878
                                                                                         ============    ============
</TABLE>

                           (See accompanying notes)


                                       2
<PAGE>   4

                      FLORIDA EAST COAST INDUSTRIES, INC.
                  CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                (dollars in thousands, except per share amounts)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                             QUARTER ENDED MARCH 31
                                                                              2000            1999
                                                                          -----------      -----------
<S>                                                                       <C>              <C>
Operating Revenues                                                             65,154          110,365

Operating Expenses                                                             52,915           85,526
                                                                          -----------      -----------

Operating Profit                                                               12,239           24,839

Other Income                                                                    4,010            1,956
                                                                          -----------      -----------

Income before Income Taxes                                                     16,249           26,795

Provision for Income Taxes                                                      5,406           10,039
                                                                          -----------      -----------

Net Income                                                                     10,843           16,756
                                                                          ===========      ===========


Per Share Data:
     Basic & Diluted Net Income Per Share                                 $      0.30      $      0.46
                                                                          ===========      ===========


Average Shares Outstanding - Basic                                         36,347,853       36,334,693
Average Shares Outstanding - Diluted                                       36,725,413       36,353,956
</TABLE>


                           (See accompanying notes)


                                       3
<PAGE>   5


                      FLORIDA EAST COAST INDUSTRIES, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                           QUARTER ENDED MARCH 31
                                                                            2000             1999
                                                                         -----------      -----------
<S>                                                                      <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                   10,843           16,756
  Adjustments to reconcile net income to cash
            generated by operating activities:
    Depreciation and amortization                                               8,216            6,906
    Loss (gain) on sales and other disposition of properties                     (934)         (11,271)
    Purchase of trading investments (net)                                      15,770           (8,265)
    Realized (gain) loss on investments                                          (312)            (365)
    Deferred taxes                                                                890              741
    Stock compensation plans                                                      130               60

  Changes in operating assets and liabilities:
      Accounts receivable                                                      (3,564)              89
      Other current assets                                                        811              578
      Other assets and deferred charges                                          (574)          (2,334)
      Accounts payable                                                         (8,050)            (126)
      Income taxes payable                                                      3,274            9,364
      Other current liabilities                                                 3,455            2,401
      Reserves and other long-term liabilities                                    337            1,025
                                                                          -----------      -----------
Net cash generated by operating activities                                     30,292           15,559

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of properties                                                     (47,752)         (21,923)
  Purchases of investments:
       Available-for-sale                                                    (296,360)         (23,559)
  Maturities and redemption of investments:
       Available-for-sale                                                     310,047           34,885
  Proceeds from disposition of assets                                           1,349           47,423
                                                                          -----------      -----------
Net cash used in investing activities                                         (32,716)          36,826

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from exercise of options                                             1,207               --
  Payment of dividends                                                           (910)            (907)
                                                                          -----------      -----------
Net cash used in financing activities                                             297             (907)

NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS                             (2,127)          51,478
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                 15,715           14,450
                                                                          -----------      -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                       13,588           65,928
                                                                          ===========      ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for income taxes                                                       17               11
                                                                          ===========      ===========
  Cash paid for interest                                                          138               89
                                                                          ===========      ===========
</TABLE>

                            (See accompanying notes)


                                       4
<PAGE>   6



                      FLORIDA EAST COAST INDUSTRIES, INC.


        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1.  General

In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements reflect all accruals and adjustments considered
necessary to present fairly the financial position as of March 31, 2000, and
December 31, 1999, and the results of operations and cash flows for the
three-month periods ended March 31, 2000, and 1999. Results for interim periods
may not be necessarily indicative of the results to be expected for the year.
These interim financial statements should be read in conjunction with the
Company's 1999 Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the Securities and Exchange Commission.

Certain prior year amounts have been reclassified to conform to the current
year's presentation.

On October 27, 1999, The St. Joe Company (St. Joe) and Florida East Coast
Industries, Inc. (the Company or FECI) announced they have agreed to undertake
a recapitalization of the Company to facilitate a pro rata tax-free spin-off to
St. Joe's shareholders of St. Joe's 54 percent equity interest in the Company.

As part of the recapitalization, St. Joe will exchange all of its shares of the
Company's common stock for an equal number of shares of a new class of the
Company's common stock. The holders of the new class of the Company's common
stock will be entitled to elect 80 percent of the members of the Board of
Directors of the Company, but the new Company's common stock will otherwise
have substantially identical rights to the existing common stock. The new class
of the Company's common stock will be distributed pro rata to St. Joe
shareholders in a tax-free distribution. St. Joe will not retain any equity
interest in the Company after the spin-off is completed.

The recapitalization, exchange and spin-off are expected to be completed during
the second or third quarter of 2000 and are subject to a number of conditions,
including the receipt of an Internal Revenue Service ruling concerning the
tax-free status of the proposed spin-off. On March 8, 2000, FECI shareholders,
including a majority of the shares not held by St. Joe or its affiliates,
approved the recapitalization pursuant to a Plan of Merger and amendments to
FECI's Articles of Incorporation.

During the first quarter 2000, all remaining funds ($27 million) previously
shown as Other Investments were included in short-term investments. Amounts
shown in short-term investments are primarily fixed rate municipal and U.S.
Government securities with active secondary or resale markets and are available
to fund the ongoing operations and capital expenditures of the Company.


NOTE 2. Commitments and Contingencies

The Company maintains comprehensive liability insurance for bodily injury and
property claims for



                                       5
<PAGE>   7

risks with respect to losses for third-party liability and property damage, but
maintains a significant self-insured retention for these exposures. The Company
is the defendant and plaintiff in various lawsuits resulting from its
operations. In the opinion of management, adequate provision has been made in
the financial statements for the estimated liability which may result from
disposition of such matters.

The Company is subject to proceedings arising out of environmental laws and
regulations, which primarily relate to the disposal and use of fuel and oil
used in the railway and trucking businesses. It is the Company's policy to
accrue environmental cleanup costs when it is probable that a liability has
been incurred and an amount can be reasonably estimated. As assessments and
cleanups proceed, these accruals are reviewed and adjusted.

Florida East Coast Railway (FECR), the Company's rail subsidiary, is presently
involved in proceedings initiated by the United States Environmental Protection
Agency (USEPA) for the remediation of three sites, in which USEPA has named
FECR a potentially responsible party (PRP). On the first site, the USEPA has
alleged that FECR caused certain materials, including waste oil, to be disposed
of at the site over a period of years. The USEPA has offered all named PRPs an
opportunity to participate in its new pilot allocation program. This program is
similar to binding arbitration. Since FECR is participating in this program,
its share of the liability for the remediation will be fixed. Based on the
allocator's decisions to date, FECR believes that its liability for the
remediation of the site will not be material.

On the second site, FECR was contacted by the USEPA during 1996 seeking
reimbursement of costs associated with the remediation of a site in Hialeah,
Florida, part of which includes an FECR right-of-way. An individual operated a
business on this site for a number of years. The building slightly encroached
upon FECR's right-of-way. Upon discovering this, FECR entered into a lease
agreement with the business owner rather than require the building be removed.
The individual has ceased doing business. The USEPA is seeking reimbursement
from FECR on the grounds that FECR was an "owner" of the site. FECR had no
involvement in the contamination, but has been named as a PRP solely as a
result of its ownership of the encroachment property. The ultimate cost, if
any, is not expected to be material.

On the third site, active settlement negotiations are underway between the PRP
group and USEPA. FECR expects its contributions to be minimal.

FECR is investigating sites where contaminants from historic railroad
operations may have migrated off-site through the movement of groundwater or
contaminated soil. FECR, if required as a result of the investigation, will
develop an appropriate plan of remediation, with possible alternatives
including natural attenuation and groundwater pumping and treatment. Historic
railroad operations at the Company's main rail facilities have resulted in soil
and groundwater impacts. In consultation with FDEP, the Company operates and
maintains groundwater treatment systems at its primary facilities.

The Company has accrued its estimated share of the total estimated cleanup
costs for these sites. Based upon management's evaluation of the other
potentially responsible parties, the Company does not expect to incur
additional amounts, even though the Company has joint and several liability.
Other proceedings involving environmental matters, such as alleged discharge of
oil or waste material into water or soil, are pending against the Company.

It is difficult to quantify future environmental costs as many issues relate to
actions by third


                                       6
<PAGE>   8


parties or changes in environmental regulations. However, based on information
presently available, management believes that the ultimate disposition of
currently known matters will not have a material effect on the financial
position, liquidity or results of operations of the Company.

Gran Central Corporation (GCC), the realty segment of the Company, entered into
an agreement with the State of Florida Department of Transportation to furnish
all land necessary for the construction of the NW 106th Street Interchange on
the Homestead Extension of the Florida Turnpike, and to subsidize any annual
operating deficit of the Department for 15 years related to the interchange
which is not covered by toll revenues. The maximum assessment amount over the
15 years would be approximately $9.3 million, with no annual assessment to
exceed approximately $1.1 million. No assessment or related accruals to this
agreement have been made.

The Company has agreed to provide $71 million of capital to the
telecommunications subsidiary, EPIK Communications Incorporated (EPIK),
previously known as FEC Telecom, Inc., to expand the network build-out from
Jacksonville to Atlanta, which will create a new geographically diverse route
to the critical Atlanta market.


NOTE 3.  Comprehensive Income

Comprehensive income for the three months ended March 31, 2000, and 1999, was
$10.4 and $16.2 million, respectively. These amounts differ from net income due
to changes in the net unrealized holding gains/losses generated from
available-for-sale securities.


NOTE 4.  Earnings Per Share

The weighted-average number of shares of common stock was used in the
calculations for earnings per share. The diluted weighted-average number of
shares includes the net shares that would be issued upon the exercise of stock
options and restricted shares (using the treasury stock method).


NOTE 5.  Dividends

On February 16, 2000, the Company declared a dividend of $.025 (2 1/2 cents)
per share on its outstanding common stock, payable March 15, 2000, to
shareholders of record March 1, 2000.


                                       7
<PAGE>   9


NOTE 6.  Other Income

<TABLE>
<CAPTION>
   (dollars in thousands)                                              FIRST QUARTER 2000        FIRST QUARTER 1999
                                                                       ------------------        ------------------
   <S>                                                                 <C>                       <C>
   Dividend Income                                                              2,432                          4
   Interest Income                                                              1,325                      1,310
   Interest Expense                                                              (138)                       (89)
   Gain (Loss) on Investments                                                    (164)                       365
   Other (net)                                                                    555                        366
                                                                          -----------                -----------
                                                                                4,010                      1,956
                                                                          ===========                ===========
</TABLE>


NOTE 7.  Credit Revolver - Subsequent Event

Effective March 31, 2000, the Company entered into a $200 million revolving
agreement with a syndicate of financial institutions. The Company's revolving
credit agreement contains various covenants which, among other things, requires
the maintenance of certain financial ratios related to fixed charge coverage
and maximum leverage, establishes minimum levels of net worth, establishes
limitations on indebtedness, certain types of payments, including dividends,
liens and investments, and limits the use of proceeds of asset sales. The above
covenants provide specific exclusion of EPIK's financial results and also
provide for exclusion of certain financing and investing activities at GCC. No
amounts were outstanding on the credit revolver as of March 31, 2000.

NOTE 8.  Segment Information

Under the provisions of SFAS 131, the Company has four reportable operating
segments. These are railway, trucking, realty and the telecommunications
segments.

The railway segment provides rail freight transportation along the east coast
of Florida between Jacksonville and Miami. The trucking segment provides
truckload transportation for a wide range of general commodities throughout the
Midwest and Southeast United States. The realty segment is engaged in the
development, leasing, management, operation and sale of its commercial and
industrial property. EPIK is based in Orlando, Florida, and is a provider of
wholesale telecommunications private line services (bandwidth) and dark fiber.

The Company's railway segment generates revenues from leases to other
telecommunications companies for the installation of fiber optic and other
facilities on the railroad right-of-way, which are included in the
telecommunications segment.

The Company evaluates the railway and trucking segments' performance based on
operating profit or loss from operations before other income and income taxes.
Operating profit is operating revenue less directly traceable costs and
expenses. The Company evaluates the telecommunications segment's performance,
specifically EPIK's performance, based on EBITDA and more broadly (i.e., the
segment inclusive of passive fiber leases) by operating profit or loss from
operations before other income and income taxes. EPIK's operations are
currently start-up in nature and as such, are expected to generate losses
during this timeframe. EBITDA is defined as earnings before interest expense,
income taxes, depreciation and amortization. EBITDA excludes other income.
EBITDA, as a measure of operating cash flow, is considered a key financial
performance indicator. The Company evaluates the realty segment based on


                                       8
<PAGE>   10

operating profit and EBITDA.

Intersegment revenues for transactions between the railway and trucking
segments are based on quoted rates, which are believed to approximate the cost
that would have been incurred had similar services been obtained from an
unrelated third party.

The Company's reportable segments are strategic business units that offer
different products and services. They are managed separately as each business
requires different technology and marketing strategies.


                                       9
<PAGE>   11

Information by industry segment (dollars in thousands):
<TABLE>
<CAPTION>

                                                                          FIRST QUARTER 2000      FIRST QUARTER 1999
                                                                          ------------------      ------------------
<S>                                                                       <C>                     <C>
OPERATING REVENUES
  Railway (a)                                                                         41,816                  39,739
  Trucking                                                                             7,554                   7,139
  Realty:
    GCC Realty Rental (b)                                                             12,373                  12,680
    GCC Realty Sales (gross)                                                           1,349                  50,404
    Other Rentals & Sales                                                                720                     672
  Telecommunications:
     EPIK Communications                                                                 246                       0
     Fiber Leases                                                                      2,271                   1,022
                                                                          ------------------      ------------------
  Total Revenues (segment)                                                            66,329                 111,660
     Intersegment Revenues                                                            (1,175)                 (1,295)
                                                                          ------------------      ------------------
  Total Revenues (consolidated)                                                       65,154                 110,365

OPERATING EXPENSES
  Railway (c)                                                                         31,303                  30,564
  Trucking (d)                                                                         7,629                   7,237
  Realty:
    GCC Realty Rental                                                                 10,898                   8,803
    GCC Realty Sales (gross)                                                             415                  39,080
    Other Rentals & Sales                                                                109                     100
  Telecommunications:
     EPIK Communications                                                               2,032                       0
     Fiber Leases                                                                         67                       0
  Corporate General & Administrative (e)                                               1,637                   1,037
                                                                          ------------------      ------------------
  Total Expenses (segment)                                                            54,090                  86,821
     Intersegment Expenses                                                            (1,175)                 (1,295)
                                                                          ------------------      ------------------
  Total Expenses (consolidated)                                                       52,915                  85,526

OPERATING PROFIT (LOSS)
  Railway                                                                             10,513                   9,175
  Trucking                                                                               (75)                    (98)
  Realty                                                                               3,020                  15,777
  Telecommunications                                                                     418                   1,022
  Corporate General & Administrative                                                  (1,637)                 (1,037)
                                                                          ------------------      ------------------
  Segment & Consolidated Operating Profit                                             12,239                  24,839

Other Income (net)                                                                     4,010                   1,956
                                                                          ------------------      ------------------
INCOME BEFORE TAXES                                                                   16,249                  26,795
                                                                          ==================      ==================

NET INCOME                                                                            10,843                  16,756
                                                                          ==================      ==================

EBITDA-REALTY                                                                          7,311                  18,943
                                                                          ==================      ==================
</TABLE>

(a)      Includes intersegment revenues of $1,141 and $1,157 at March 31, 2000
         and March 31, 1999, respectively.
(b)      Includes intersegment revenues of $34 and $138 at March 31, 2000 and
         March 31, 1999, respectively.
(c)      Includes intersegment expenses of $15 and $12 at March 31, 2000 and
         March 31, 1999, respectively.
(d)      Includes intersegment expenses of $1,141 and $1,157 at March 31, 2000
         and March 31, 1999, respectively.
(e)      Includes intersegment expenses of $19 and $126 at March 31, 2000 and
         March 31, 1999, respectively.

                                      10
<PAGE>   12

ITEM 2

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


FORWARD-LOOKING STATEMENTS

This "Management's Discussion and Analysis" contains forward-looking statements
within the meaning of Section 21E of the Securities and Exchange Act of 1934,
as amended. These forward-looking statements represent the Company's present
expectations or beliefs concerning future events. The Company cautions that
such statements are necessarily based on certain assumptions which are subject
to risks and uncertainties, including, but not limited to, changes in general
economic conditions and changing competition which could cause actual results
to differ materially from those indicated. Important factors that could cause
such differences include, but are not limited to, contractual relationships,
industry competition, regulatory developments, natural events, such as weather
conditions, floods and earthquakes, forest fires, the effects of adverse
general economic conditions, changes in the real estate markets and interest
rates, fuel prices, changes in telecommunications technology, and the ultimate
outcome of environmental investigations or proceedings and other types of
claims and litigation.

RESULTS OF OPERATIONS

         CONSOLIDATED RESULTS
FIRST QUARTER

The Company reported net income for the quarter ended March 31, 2000, of $10.8
million ($.30 per share) compared to approximately $16.8 million ($.46 per
share) for the same period in 1999. Included in the prior year results was the
sale of two industrial parks in Miami with an impact to net income of $6.5
million ($0.18 per share).

         RAILWAY
FIRST QUARTER

First quarter 2000 revenues from rail operations rose 5.2 percent to $41.8
million from $39.7 million in 1999. Continued unit volume growth in aggregates
(+8.7 percent), autos/auto parts (+14.8 percent), conventional rail carloadings
(+2.7 percent) and rents from customer use of equipment, along with improved
pricing, all contributed to the revenue increases. Overall, revenues benefited
from the robust economic growth in Florida and the Southeast and offset
intermodal volume decreases of 8.3 percent.

The railway's operating expenses for the quarter increased $0.7 million or 2.4
percent over first quarter 1999. Railway's operations realized cost savings
from reduced wages and benefits ($.7 million), car hire ($.2 million) and
insurance ($.2 million), although fuel costs increased by $1.7 million during
the quarter. The fuel increase is net of the positive results from an engine
shutdown policy initiated in 1999, which resulted in a 6 percent decrease in
fuel consumption for the quarter. Railway's operating ratio continued to
improve at 74.9 percent for the quarter, compared to 76.9 percent and 80.6
percent in the same quarters during 1999 and 1998, respectively.


                                      11
<PAGE>   13


         TRUCKING
FIRST QUARTER

International Transit, Inc. (ITI), the Company's trucking subsidiary, increased
operating revenues by 5.8 percent to $7.6 million over prior year's quarter.
This increase reflects improved sales efforts resulting in additional customer
accounts. First quarter operating losses were approximately break even,
comparable with the same period in 1999.

         REALTY
FIRST QUARTER

Realty rental and sales revenues were $14.4 million for the first quarter 2000
compared to $63.8 million for the same period last year. Realty revenues
included first quarter 1999 sales of realty properties, including two business
parks, of $50.4 million. During the first quarter 2000, undeveloped land sales
generated $1.3 million in realty sales revenues. Rental revenues generated by
GCC decreased by 2.4 percent to $12.4 million for first quarter 2000 from $12.7
million for the same period last year. This decrease is primarily related to
rental activity on three business parks (predominately industrial
warehouse/showrooms) with a total of 1.4 million square feet that were sold in
the first and fourth quarters of 1999. The impact on rental revenues from these
1999 sales was substantially mitigated by the strength of leasing from the
remaining properties, including recent additions to the portfolio.

At the end of the first quarter, GCC held 50 finished buildings, including
newly constructed buildings, with 5.2 million square feet and an 85 percent
occupancy rate. "Same store" occupancy, comprised of 46 buildings with 4.7
million square feet in service since January 1, 1999, was 88 percent at March
31, 2000, comparable to 89 percent at March 31, 1999. "Same store" rental
revenues increased 6 percent during the first quarter with $9.5 million
generated in 2000. Increases were principally related to rate increases. Four
100 percent owned operating properties with 511,000 square feet were placed in
service during second and third quarters of 1999 and were 59 percent occupied
at March 31, 2000. At the conclusion of the first quarter 2000, GCC had ten
buildings with a total of 1.3 million square feet in various stages of
development (509,000 square feet under construction; 821,000 square feet in
pre-development).

First quarter realty rental and sales operating expenses (after depreciation
and amortization) decreased from $48 million in first quarter 1999 to $11.4
million for the first quarter 2000 principally related to the 1999 cost of
sales ($39.1 million) for the previously mentioned business parks. "Same store"
expenses (before depreciation and amortization) increased by $.3 million over
1999. "New store" expenses (before depreciation and amortization) were $.5
million for the first quarter. "Sold store" expenses (before depreciation and
amortization) were $.7 million in the first quarter of 1999, with no
corresponding expenses for 2000. Management fees/corporate overhead and
depreciation increased by $1.7 million, all costs that are determined by the
value of and/or additions to the portfolio, along with transition costs
associated with GCC's new management team.

Realty operations generated overall EBITDA of approximately $7.3 million for
the first quarter 2000 compared to first quarter 1999 EBITDA of $18.9 million.
The decrease in EBITDA is primarily attributable to the sale of 1.2 million
square feet of operating properties during the first quarter of 1999 that
generated $10.4 million in sales EBITDA and $1.4 million in rental EBITDA.


                                      12
<PAGE>   14


         TELECOMMUNICATIONS
FIRST QUARTER

EPIK has continued its rapid development of its Florida Footprint(TM) carriers'
carrier network. During the first quarter, EPIK laid over 70,000 strand miles
of Lucent Truewave RS fiber in its conduit system, increasing its dark fiber
inventory over 500 percent. EPIK also acquired, leased or built new facilities
for five additional points-of-presence (POPs) in Florida, to supplement the
seven activated in 1999. In addition, EPIK completed a fiber swap with a
carrier that extends the Florida Footprint(TM) network from Orlando to
Tallahassee, and creates a redundant ring from Orlando to Jacksonville. This
swap also provides new fiber routes from Tallahassee to Atlanta, and Dallas to
Houston. The Texas route closes a ring that was started through a swap with
another carrier in 1999. The current construction and swapping activities will
be supplemented by aggressive capital spending, including the construction and
activation of a new fiber optic cable between Jacksonville and Atlanta, which
will create a new geographically diverse route to the critical Atlanta market.

During the quarter, EPIK continued to sell long-term leases for dark fiber and
collocation, and began to provision bandwidth (lit capacity). As of March 31,
2000, the sales backlog for these categories totaled $61.1 million.

Telecommunications revenues from passive fiber leases more than doubled, rising
to $2.3 million, inclusive of a $.8 million settlement of a dispute with a
telecom company over amounts due for installations on FECR's property.

Increased operating expenses versus 1999 reflect the acceleration of EPIK's
startup, including the successful hiring of experienced telecom professionals
to execute the business plan.

         CORPORATE EXPENSES
FIRST QUARTER  (EXCLUDING INTERSEGMENT ACTIVITY)

Corporate expenses for the first quarter 2000 and 1999 were $1.6 million and
$1.0 million, respectively. In 1999, senior management had not fully completed
the assembly of the new management team and its associated costs.

         OTHER INCOME
FIRST QUARTER

Other income increased approximately $2.1 million in the first quarter 2000
compared to first quarter 1999. 2000 quarterly results include investment
income of $2.4 million from a TTX Company dividend.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of liquidity include cash generated from
operations, earnings on invested cash, and earnings on its investment
portfolios. Also, the Company entered into a $200 million revolving credit
agreement with a syndicate of financial institutions. Cash required for capital
expenditures in the railway, telecommunications and realty segments for payment
of dividends, acquisitions, or to potentially repurchase shares of the
Company's common stock is or will be funded, in part, from these resources.


                                      13
<PAGE>   15


The Company's investment portfolio, including cash and investments, decreased
approximately $31.6 million to $71.0 million at March 31, 2000, from $102.6
million on December 31, 1999. This decrease was primarily attributed to capital
expenditures for properties of $47.8 million. The largest property additions
were at EPIK related to the continued build-out of its network.

The Company's current ratio was 2.4 to 1.00 on December 31, 1999, and 2.78 to
1.00 on March 31, 2000. The current year ratio reflects the reclass of
short-term investments of $27 million as described in Note 1 of the financial
statements.

Management believes that the cash generated from operations, the Company's
liquid resources, and borrowing capacity, if appropriate, will be sufficient to
fund the costs of operations, all anticipated capital expenditures and other
obligations of the Company.


                                    PART II


ITEM 1

LEGAL PROCEEDINGS

There are no new legal or regulatory proceedings pending or known to be
contemplated which, in Management's opinion, are other than normal and
incidental to the kinds of businesses conducted by the Company.


ITEM 4

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On March 8, 2000, FECI shareholders, including a majority of the shares not
held by St. Joe or its affiliates, approved the recapitalization pursuant to a
Plan of Merger and amendments to FECI's Articles of Incorporation.

Proposal No. 1:  Approval of the Plan of Merger (in thousands)

<TABLE>

<S>                        <C>                                <C>
For: 32,710                Against: 1,220                     Abstain: 18
</TABLE>

Proposal No. 2:  Approval of the Amended Charter (in thousands):

<TABLE>

<S>                        <C>                                <C>
For: 32,060                Against: 1,862                     Abstain: 25
</TABLE>


ITEM 6

EXHIBITS AND REPORTS

Exhibit 10.  Credit Agreement dated March 31, 2000, between Florida East Coast
             Industries, Inc. and Bank of America, N.A., First Union National
             Bank and SunTrust Bank.


                                      14
<PAGE>   16


                                   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.

                               FLORIDA EAST COAST INDUSTRIES, INC.
                               ------------------------------------------------
                                             (REGISTRANT)


Date:  5/12/00                   /s/  MARK A. LEININGER
                               ------------------------------------------------
                               Mark A. Leininger, Vice President and Controller


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