August 22, 2005


Mail Stop 0409

VIA U.S. MAIL AND FAX (386) 274-1223

Mr. William H. McMunn
President and Chief Executive Officer
Consolidated-Tomoka Land Co.
1530 Cornerstone Boulevard, Suite 100
Daytona Beach, FL 32117

      Re:	Consolidated-Tomoka Land Co.
      	Form 10-K for the year ended December 31, 2004
      	Filed March 14, 2005
      File No. 0-5556

Dear Mr. McMunn:

      We have reviewed your filing and have the following
comments.
Please be as detailed as necessary in your explanations.  In our
comments, we may ask you to provide us with information so we may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K for the year ended December 31, 2004

Report of Independent Registered Public Accounting Firm, page F-1
1. Please confirm to us that you have received a signed audit
report
from your auditors.  In future filings please include a signature
with your report.

Note 1 Summary of Significant Accounting Policies, page F-9

Restricted Cash, page F-9
2. Please tell us how long cash received from the sale of property
is
held and the related taxes deferred, before you determine the
funds
will not be eligible to be used in a like kind exchange.
Additionally, please tell us what will happen to your deferred tax
liability if a like kind exchange is consummated.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
response to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions, you may contact Eric McPhee at
(202)
551-3693 or me at (202) 551-3486.

Sincerely,



Daniel L. Gordon
Branch Chief


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Mr. William H. McMunn
Consolidated-Tomoka Land Co.
August 22, 2005
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