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



                           February 5, 2004

                            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)

          1530 Cornerstone Boulevard
            Daytona Beach, Florida                  32117
      (Address of principal executive offices)   (Zip Code)




                             (386)274-2202
          (Registrant's telephone number, including area code)



                          149 S. Ridgewood Ave.
                     Daytona Beach, Florida 32114
                            (Former address)

                             (386) 255-7558
                         (Former phone number)















1 FORM 8-K, February 5, 2004 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 February 5, 2004 Item 12. Results of Operations and Financial Condition. On February 5, 2004, Consolidated-Tomoka Land Co., a Florida Corporation, issued a press release relating to the Company's earnings for the fourth quarter and year ended December 31, 2003. A copy of the press release is furnished as an exhibit to this report. 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: February 5, 2004 By:/S/Bruce W. Teeters ---------------------- Bruce W. Teeters, Senior Vice President - Finance and Treasurer Chief Financial Officer

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                   EXHIBIT 99.1
                             PRESS RELEASE
                        For Immediate Release

Date:      February 5, 2004
Contact:   Bruce W. Teeters, Sr. Vice President
Phone:     (386) 274-2202
Facsimile: (386) 274-1223


              CONSOLIDATED TOMOKA REPORTS 2003 EARNINGS

DAYTONA BEACH, FLORIDA - Consolidated-Tomoka Land Co. (AMEX CTO) today
reported record net income of $13,194,395 or $2.35 per share for the
year ended December 31, 2003 and record earnings before depreciation,
amortization, and deferred taxes (EBDDT) of $22,815,319 or $4.06 per
share for such period.  The comparable numbers for 2002 were net
income of $9,285,841 or $1.65 per share and EBBDT of $16,063,632 or
$2.86 per share.

EBDDT is being provided to reflect the impact of the Company's
business strategy of investing in income properties.  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
year 2003 was marked by the second consecutive year of record earnings
generated by record real-estate revenues.  Significant real estate
activity includes the sale to Halifax Medical Center of approximately
210 acres located on the south side of LPGA Boulevard, between Clyde
Morris and Williamson Boulevards in Daytona Beach for development of a
future medical campus, and the sale of the second phase of the Daytona
Beach Auto Mall.  These sales, along with several other developments
along the LPGA Boulevard and I-95 Interchange corridor, have created a
focal point of local real-estate activity and interest in the market."

Consolidated-Tomoka Land Co. is a Florida-based Company primarily
engaged in the real estate industry.  Real estate operations include
investment in and development of land holdings in the Daytona Beach
area and the management of income properties strategically located in
Florida's rapid-growth areas.



























1 EARNINGS NEWS RELEASE QUARTER ENDED ------------ ------------ December 31, December 31, 2003 2002 ------------ ------------ Revenues $23,100,895 $9,645,686 Net Income $11,804,352 $3,361,293 Basic and Diluted Earnings Per Share: Net Income $2.10 $0.59 YEAR ENDED ------------ ------------ December 31, December 31, 2003 2002 ------------ ------------ Revenues $34,891,089 $28,530,724 Net Income $13,194,395 $ 9,285,841 Basic and Diluted Earnings Per Share: Net Income $2.35 $1.65

2 RECONCILIATION OF NET INCOME TO EARNINGS BEFORE DEPRECIATION, AMORTIZATION, AND DEFERRED TAXES QUARTER ENDED ----------- ------------ December 31, December 31, 2003 2002 ----------- ------------ Net Income $11,804,352 $3,361,293 Add Back: Depreciation and Amortization 317,938 207,346 Deferred Taxes 7,567,349 1,511,426 ---------- --------- Earnings Before Depreciation, Amortization, and Deferred Taxes $19,689,639 $5,080,065 ========== ========= EBDDT Per Share $3.50 $0.09 ==== ==== YEAR ENDED ------------ ------------ December 31, December 31, 2003 2002 ------------ ------------ Net Income $13,194,395 $ 9,285,841 Add Back: Depreciation and Amortization 1,120,153 806,842 Deferred Taxes 8,500,771 5,970,949 ---------- ---------- Earnings Before Depreciation, Amortization, and Deferred Taxes $22,815,319 $16,063,632 ========== ========== EBDDT Per Share $4.06 $2.86 ==== ==== EBDDT - Earnings Before Depreciation, Amortization, and Deferred Taxes. EBDDT is not a measure of operating results or cash flows from operating activities as defined by accounting principles generally accepted in the United States of America. 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, amortization, and deferred income taxes to net income as they represent non-cash charges.

3 CONSOLIDATED BALANCE SHEET December 31, --------------------------- 2003 2002 ----------- ----------- Assets Cash $ 1,026,210 $ 1,019,976 Restricted Cash 19,359,098 12,339,527 Investment Securities 3,891,697 5,013,224 Notes Receivable 9,150,217 9,640,676 Real Estate Held for Development and Sale 11,659,581 7,453,628 Refundable Income Taxes -- 815,503 Intangible Assets 1,270,307 -- Other Assets 2,665,653 3,684,860 ---------- ---------- 49,022,763 39,967,394 ---------- ---------- Property, Plant and Equipment Land, Timber and Subsurface Interests 1,984,529 1,958,550 Golf Buildings, Improvements and Equipment 11,277,853 11,259,631 Income Properties: Land, Buildings and Improvements 38,442,481 22,964,712 Other Furnishings and Equipment 954,575 886,767 ---------- ---------- Total Property, Plant and Equipment 52,659,438 37,069,660 Less Accumulated Depreciation and Amortization ( 3,776,223) ( 2,710,992) ---------- ---------- Net Property, Plant and Equipment 48,883,215 34,358,668 ---------- ---------- Total Assets $97,905,978 $74,326,062 ========== ========== Liabilities Accounts Payable $ 105,922 $ 304,480 Accrued Liabilities 3,510,824 3,085,131 Income Taxes Payable 25,868 -- Deferred Income Taxes 17,344,499 8,843,728 Deferred Profit 1,131,135 -- Notes Payable 10,129,951 9,235,072 ---------- ---------- Total Liabilities 32,248,199 21,468,411 ---------- ---------- Commitments and Contingencies SHAREHOLDERS' EQUITY Preferred Stock - 50,000 Shares Authorized, $100 Par Value; None Issued -- -- Common Stock - 25,000,000 Shares Authorized; $1 Par Value; 5,623,442 and 5,615,579 Shares Issued and Outstanding at December 31, 2003 and 2002, Respectively 5,623,442 5,615,579 Additional Paid-In Capital 1,514,339 835,750 Retained Earnings 59,129,692 47,171,449 Accumulated Other Comprehensive Loss ( 609,694) ( 765,127) ---------- ---------- Total Shareholders' Equity 65,657,779 52,857,651 ---------- ---------- Total Liabilities and Shareholders' Equity $97,905,978 $74,326,062 ========== ==========

4 "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," "project,"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, 2004, 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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