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 15, 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, Suite 100
                     Daytona Beach, Florida        32117
      (Address of principal executive offices)   (Zip Code)




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








1 FORM 8-K, July 15, 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 July 15, 2004 Item 12. Results of Operations and Financial Condition. On July 15, 2004, Consolidated-Tomoka Land Co., a Florida Corporation, issued a press release relating to the Company's earnings for the three months and six months ended June 30, 2004. 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: July 15, 2004 By:/S/Bruce W. Teeters ---------------------- Bruce W. Teeters, Senior Vice President - Finance and Treasurer Chief Financial Officer

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                                PRESS RELEASE
                            For Immediate Release

Date:      July 15, 2004
Contact:   Bruce W. Teeters, Sr. Vice President
Phone:    (386) 274-2202
Facsimile:(386) 274-1223

        CONSOLIDATED TOMOKA ANNOUNCES SECOND QUARTER EARNINGS

      DAYTONA BEACH FLORIDA - Consolidated-Tomoka Land Co. (AMEX-CTO)
today reported net income of $491,033 or $.08 per share for the quarter
ended June 30, 2004, compared with a net loss of $232,056 or $.04 per
share for 2003's same period.  Earnings before depreciation, amortization
and deferred taxes (EBDDT) totaled $.26 per share in 2004's second
quarter, compared with a negative $.04 per share in 2003.  For the six
months ended June 30, 2004, net income totaled $.06 per share and EBDDT
totaled $.21 per share.  The comparable numbers for the first six months
of 2003 were net income of $.27 per share and EBDDT of $.49 per share.

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, "Second
quarter operating results reflect higher land sales profit compared with
2003's same period.  Positively impacting second quarter net income were
the revenues generated from the Company's portfolio of net lease
properties, including the five free-standing income properties acquired
in the first half of 2004.  Management is concentrating on closing a
backlog of pending contracts for the balance of the year."

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
ownership of income properties strategically located in rapid growth
areas in Florida and Atlanta, Georgia.













3 EARNINGS NEWS RELEASE QUARTER ENDED -------------------------- JUNE 30, JUNE 30, 2004 2003 ----------- ---------- REVENUES $4,574,201 $3,113,280 NET INCOME (LOSS) $491,033 ($232,056) BASIC & DILUTED EARNINGS PER SHARE: NET INCOME(LOSS) $0.08 ($0.04) SIX MONTHS ENDED -------------------------- JUNE 30, JUNE 30, 2004 2003 ----------- ------------ REVENUES $8,150,346 $9,036,323 NET INCOME $359,994 $1,500,643 BASIC & DILUTED EARNINGS PER SHARE: NET INCOME $0.06 $0.27

4 RECONCILIATION OF NET INCOME TO EARNINGS BEFORE DEPRECIATION, AMORTIZATION, AND DEFERRED TAXES QUARTER ENDED ----------- ------------ June 30, June 30, 2004 2003 ----------- ------------ Net Income (Loss) $ 491,033 ($232,056) Add Back: Depreciation and Amortization 330,488 257,822 Deferred Taxes 627,622 (267,911) --------- -------- Earnings(Loss) Before Depreciation, Amortization, and Deferred Taxes $ 1,449,143 ($242,145) ========== ======== EBDDT Per Share $0.26 ($0.04) ==== ===== RECONCILIATION OF NET INCOME TO EARNINGS BEFORE DEPRECIATION, AMORTIZATION AND DEFERRED TAXES SIX MONTHS ENDED ----------------------------- JUNE 30, JUNE 30, 2004 2003 ------------ ------------ Net Income $ 359,994 $ 1,500,643 Add Back: Depreciation and Amortization 615,947 550,178 Deferred Taxes 207,332 692,351 ---------- ---------- Earnings Before Depreciation, Amortization, and Deferred Taxes $ 1,183,273 $ 2,743,172 ========== ========== EBDDT Per Share $0.21 $0.49 ==== ==== 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.

5 Consolidated Balance Sheets Uaudited June 30, December 31, 2004 2003 ----------- ----------- Assets Cash $ 975,880 $ 1,026,210 Restricted Cash -- 19,359,098 Investment Securities 3,599,191 3,891,697 Notes Receivable 6,617,918 9,150,217 Real Estate Held for Development and Sale 12,524,418 11,659,581 Intangible Assets 2,805,045 1,270,307 Other Assets 2,299,066 2,665,653 ---------- ---------- 28,821,518 49,022,763 ---------- ---------- Property, Plant and Equipment Land, Timber and Subsurface Interests 1,991,378 1,984,529 Golf Buildings, Improvements and Equipment 11,318,409 11,277,853 Income Properties: Land, Buildings and Improvements 58,708,711 38,442,481 Other Furnishings and Equipment 904,660 954,575 ---------- ---------- Total Property, Plant and Equipment 72,923,158 52,659,438 Less Accumulated Depreciation and Amortization (4,143,063) (3,776,223) ---------- ---------- Net Property, Plant and Equipment 68,780,095 48,883,215 ---------- ---------- Total Assets $97,601,613 $97,905,978 ========== ========== Liabilities Accounts Payable $ 322,306 $ 105,922 Accrued Liabilities 3,768,654 3,510,824 Income Taxes Payable 149,434 25,868 Deferred Income Taxes 17,551,831 17,344,499 Deferred Profit 1,131,135 1,131,135 Notes Payable 8,820,792 10,129,951 ---------- ---------- Total Liabilities 31,744,152 32,248,199 ---------- ---------- SHAREHOLDERS' EQUITY Common Stock 5,635,894 5,623,442 Additional Paid-In Capital 1,842,425 1,514,339 Retained Earnings 58,814,087 59,129,692 Accumulated Other Comprehensive Loss (434,945) (609,694) ---------- ----------- Total Shareholders' Equity 65,857,461 65,657,779 ---------- ---------- Total Liabilities and Shareholders' Equity $97,601,613 $97,905,978 ========== ==========

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," "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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