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



                           April 20, 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, April 20, 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 April 20, 2004 Item 12. Results of Operations and Financial Condition. On April 20, 2004, Consolidated-Tomoka Land Co., a Florida Corporation, issued a press release relating to the Company's earnings for the first quarter March 31, 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: April 20, 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:             April 20, 2004
Contact:          Bruce W. Teeters, Sr. Vice President
Phone:            (386) 274-2202
Facsimile:        (386) 274-1223


             CONSOLIDATED TOMOKA ANNOUNCES FIRST QUARTER EARNINGS

      DAYTONA BEACH, FLORIDA - Consolidated-Tomoka Land Co. (AMEX CTO)
today reported a net loss of $.02 per share and earnings (loss) before
depreciation, amortization and deferred taxes (EBDDT) of ($.05) per
share for the quarter ended March 31,2004.  The comparable numbers for
the first quarter of 2003 were net income of $.31 per share and  EBDDT
of $.53 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, "First quarter operating results reflect the timing of real
estate closings. Sales activity remains strong and the Company has a
significant backlog of contracts pending closing.  The Company's
portfolio of net lease properties now totals 14 properties in Florida
and Georgia with two additional properties scheduled to close
shortly."

      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 rapid growth areas in Florida and Atlanta, Georgia.











1 EARNINGS NEWS RELEASE QUARTER ENDED -------------------------- MARCH 31, MARCH 31, 2004 2003 ----------- ---------- REVENUES $ 3,576,145 5,923,043 NET INCOME (LOSS) (131,039) 1,732,699 BASIC & DILUTED EARNINGS PER SHARE: NET INCOME(LOSS) ($0.02) $0.31 RECONCILIATION OF NET INCOME TO EARNINGS BEFORE DEPRECIATION, AMORTIZATION AND DEFERRED TAXES QUARTER ENDED -------------------------- MARCH 31, MARCH 31, 2004 2003 ----------- ------------ NET INCOME (LOSS) ($131,039) $1,732,699 ADD BACK: DEPRECIATION & AMORTIZATION 285,459 292,352 DEFERRED TAXES (420,290) 960,262 EARNINGS(LOSS)BEFORE DEPRECIATION, ----------- ------------ AMORTIZATION AND DEFERRED TAXES ($265,870) $2,985,313 =========== ============ EBDDT PER SHARE ($0.05) $0.53 =========== ============ 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.

2 Consolidated Balance Sheets March 31, December 31, 2004 2003 ----------- ----------- Assets Cash $ 261,321 $ 1,026,210 Restricted Cash 6,580,093 19,359,098 Investment Securities 5,398,158 3,891,697 Notes Receivable 6,617,918 9,150,217 Real Estate Held for Development and Sale 12,124,324 11,659,581 Intangible Assets 2,183,985 1,270,307 Other Assets 2,344,923 2,665,653 ---------- ---------- 35,510,722 49,022,763 ---------- ---------- Property, Plant and Equipment Land, Timber and Subsurface Interests 1,984,529 1,984,529 Golf Buildings, Improvements and Equipment 11,306,356 11,277,853 Income Properties: Land, Buildings and Improvements 50,933,591 38,442,481 Other Furnishings and Equipment 882,429 954,575 ---------- ---------- Total Property, Plant and Equipment 65,106,905 52,659,438 Less Accumulated Depreciation and Amortization (3,847,970) (3,776,223) ---------- ---------- Net Property, Plant and Equipment 61,258,935 48,883,215 ---------- ---------- Total Assets $96,769,657 $97,905,978 ========== ========== Liabilities Accounts Payable $ 183,322 $ 105,922 Accrued Liabilities 3,926,431 3,510,824 Income Taxes Payable 282,827 25,868 Deferred Income Taxes 16,924,209 17,344,499 Deferred Profit 1,131,135 1,131,135 Notes Payable 9,118,287 10,129,951 ---------- ---------- Total Liabilities 31,566,211 32,248,199 ---------- ---------- SHAREHOLDERS' EQUITY Common Stock 5,634,662 5,623,442 Additional Paid-In Capital 1,647,352 1,514,339 Retained Earnings 58,661,208 59,129,692 Accumulated Other Comprehensive Loss (739,776) (609,694) ---------- ----------- Total Shareholders' Equity 65,203,446 65,657,779 ---------- ---------- Total Liabilities and Shareholders' Equity $96,769,657 $97,905,978 ========== ==========

3 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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