SECURITIES AND EXCHANGE COMMISSION

                       WASHINGTON, D.C. 20549



                              FORM 8-K
                           CURRENT REPORT


                    Pursuant to Section 13 or 15(d) of
                   the Securities Exchange Act of 1934



                            July 17, 2003

                            Date of Report
                           (Date of earliest
                              event reported)



                      CONSOLIDATED-TOMOKA LAND CO.
        (exact name of registrant as specified in its charter)



                                FLORIDA
             (State or other jurisdiction of incorporation)



                    0-5556                   59-0483700
           (Commission File Number)       (IRS Employer
                                           Identification Number)

            149 South Ridgewood Avenue
               Daytona Beach, FL                   32114
      (Address of principal executive offices)   (Zip Code)




                             (386)255-7558
          (Registrant's telephone number, including area code)
























1 FORM 8-K, July 17, 2003 CONSOLIDATED-TOMOKA LAND CO. COMMISSION FILE NO. 0-5556 EMPLOYER ID NO. 59-0483700 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits The following exhibit is furnished herewith pursuant to Item 12 of this Report and shall not be deemed to be "filed" for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. ( c ) Exhibits. 99.1 Press Release issued July 17, 2003. Item 9. Regulation FD Disclosure and Item 12. Results of Operations and Financial Condition. On July 17, 2003, Consolidated-Tomoka Land Co., a Florida Corporation, issued a press release relating to the Company's earnings for the second quarter of fiscal year 2003. A copy of the press release is furnished as part of this report pursuant to Item 12 of this Form 8-K by being presented under Item 9 in accordance with Securities Exchange Commission Release No. 33-8126. 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 hereunto duly authorized. CONSOLIDATED-TOMOKA LAND CO. Date: July 17, 2003 By: ---------------------------- William H. McMunn, President and Chief Executive Officer Date: July 17, 2003 By: ------------------------ Bruce W. Teeters, Senior Vice President - Finance and Treasurer Chief Financial Officer

2 PRESS RELEASE For Immediate Release Date: July 17, 2003 Contact: Bruce W. Teeters, Sr. Vice President Phone: (386) 255-7558 Facsimile: (386) 239-0555 CONSOLIDATED TOMOKA ANNOUNCES SECOND QUARTER EARNINGS DAYTONA BEACH, FLORIDA - Consolidated-Tomoka Land Co. (AMEX CTO) today reported a net loss of $.04 per share and earnings before depreciation and deferred taxes (EBDDT) of a negative $.04 per share for the quarter ended June 30, 2003. The comparable numbers for the second quarter of 2002 were a net income of $.46 per share and EBDDT of $.90 per share. For the six months ended June 30, 2003, net income totaled $1,500,643 or $.27 per share, compared with net income of $2,466,144 or $.44 per share in 2002. EBDDT totaled $.49 per share in 2003's first six months, compared with $.90 in 2002 for the same period. EBDDT is being provided to reflect the impact of the Company's business strategy of investing in income properties utilizing tax deferred exchanges. This strategy generates significant amounts of depreciation and deferred taxes. The Company believes EBDDT is useful, along with net income, to understanding the Company's operating results. William H. McMunn, president and chief executive officer, stated, "The timing of real estate closings unfavorably impacted second quarter operating results compared with last year's same period. Income from the Company's growing portfolio of net-lease properties increased significantly in the three months ended June 30, 2003, compared with 2002's second quarter. Demand for Company lands remains strong. Management is concentrating on closing a backlog of pending contracts by the fourth quarter of this year." Consolidated-Tomoka Land Co. is a Florida based Company primarily engaged in the real estate industry. Real estate operations include development of land holdings in the Daytona Beach area and the management of income properties strategically located in Florida's rapid growth areas.

3 EARNINGS NEWS RELEASE QUARTER ENDED -------------------------- JUNE 30, JUNE 30, 2003 2002 ---------- ---------- Revenues $3,113,280 $7,274,125 Net Income (Loss) ( 232,056) 2,585,373 Basic and Diluted Earnings Per Share: Net Income (Loss) ( $0.04) $0.46 SIX MONTHS ENDED -------------------------- JUNE 30, JUNE 30, 2003 2002 ---------- --------- Revenues $9,036,323 $9,985,126 Net Income $1,500,643 $2,466,144 Basic and Diluted Earnings Per Share: Net Income $0.27 $0.44

4 RECONCILIATION OF NET INCOME TO EARNINGS BEFORE DEPRECIATION AND DEFERRED TAXES QUARTER ENDED ---------------------------- JUNE 30, JUNE 30, 2003 2002 ---------------------------- Net income (Loss) $(232,056) $2,585,373 Add Back: Depreciation 257,822 199,446 Deferred Taxes (267,911) 2,277,274 ------- --------- Earnings Before Depreciation and Deferred Taxes $(242,145) $5,062,093 ======= ========= EBDDT Per Share $(0.04) $0.90 ======= ========= SIX MONTHS ENDED --------------------------- JUNE 30, JUNE 30, 2003 2002 ---------------------------- Net Income $1,500,643 $2,466,144 Add Back: Depreciation 550,178 398,068 Deferred Taxes 692,351 2,192,299 --------- --------- Earnings Before Depreciation and Deferred Taxes $2,743,172 $5,056,511 ========= ========= EBDDT Per Share $0.49 $0.90 ========= ========= EBDDT - Earnings Before Depreciation and Deferred Taxes. EBDDT is not a measure of operating results or cash flows from operating activities as defined by Generally Accepted Accounting Principles. Further, EBDDT is not necessarily indicative of cash availability to fund cash needs and should not be considered as an alternative to cash flow as a measure of liquidity. The Company believes, however, that EBDDT provides relevant information about operations and is useful, along with net income, for an understanding of the Company's operating results. EBDDT is calculated by adding depreciation and deferred income taxes to net income as they represent non-cash charges.

5 CONSOLIDATED-TOMOKA LAND CO. CONSOLIDATED BALANCE SHEET (Unaudited) June 30, December 31, 2003 2002 -------------------------- ASSETS Cash 125,405 1,019,976 Restricted Cash 2,743,161 12,339,527 Investment Securities 4,651,317 5,013,224 Notes Receivable 8,816,626 9,640,676 Real Estate Held for Development and Sale 9,721,955 7,453,628 Refundable Income Taxes 671,564 815,503 Other Assets 3,184,615 3,684,860 ---------- ---------- $29,914,643 $39,967,394 ---------- ---------- Property, Plant and Equipment: Land, Timber and Subsurface Interests $ 2,020,190 $ 1,958,550 Golf Buildings, Improvements and Equipment 11,274,870 11,259,631 Income Properties Land, Buildings and Improvements 35,862,821 22,964,712 Other Furnishings and Equipment 900,482 886,767 ---------- ---------- Total Property, Plant and Equipment 50,058,363 37,069,660 Less Accumulated Depreciation and Amortization (3,261,160) (2,710,992) ---------- ---------- Net - Property, Plant and Equipment 46,797,203 34,358,668 ---------- ---------- TOTAL ASSETS $76,711,846 $74,326,062 ========== ========== LIABILITIES Accounts Payable $ 194,557 $ 304,480 Accrued Liabilities 3,828,378 3,085,131 Deferred Income Taxes 9,536,079 8,843,728 Notes Payable 9,129,971 9,235,072 ---------- ---------- TOTAL LIABILITIES 22,688,985 21,468,411 ---------- ---------- SHAREHOLDERS' EQUITY Common Stock 5,620,733 5,615,579 Additional Paid in Capital 1,188,503 835,750 Retained Earnings 48,110,534 47,171,449 Accumulated Other Comprehensive Loss ( 896,909) ( 765,127) ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 54,022,861 52,857,651 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $76,711,846 $74,326,062 ========== ==========

6 "Safe Harbor" Certain statements contained in this press release (other than the financial statements and statements of historical fact), are forward- looking statements. The words "believe," "estimate," "expect," "intend," "anticipate," "will," "could," "may," "should," "plan," "potential," "predict," "forecast," and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. Forward-looking statements are made based upon management's expectations and beliefs concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management's expectations or that the effect of future developments on the Company will be those anticipated by management. The Company wishes to caution readers that the assumptions which form the basis for forward-looking statements with respect to or that may impact earnings for the year ended December 31, 2003, and thereafter include many factors that are beyond the Company's ability to control or estimate precisely. These risks and uncertainties include, but are not limited to, the market demand of the Company's real estate parcels, income properties, timber and other products; the impact of competitive real estate; changes in pricing by the Company or its competitors; the costs and other effects of complying with environmental and other regulatory requirements; losses due to natural disasters; and changes in national, regional or local economic and political conditions, such as inflation, deflation, or fluctuation in interest rates. While the Company periodically reassesses material trends and uncertainties affecting its results of operations and financial condition, the Company does not intend to review or revise any particular forward-looking statement referenced herein in light of future events.

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