2003 Audit Charter: FRK

FLORIDA ROCK INDUSTRIES, INC.
AUDIT COMMITTEE CHARTER
-----------------------------

Purpose
-------

The Audit Committee is appointed by the Board to assist Board
oversight of (1) the integrity of the financial statements of the
Company, (2) the independent auditor's qualifications and
independence, (3) the performance of the Company's internal audit
function and independent auditors, and (4) the compliance by the
Company with legal and regulatory requirements.

The Audit Committee shall prepare the report required by the
rules of the Securities and Exchange Commission (the
"Commission") to be included in the Company's annual proxy
statement.

Committee Membership
--------------------

The Audit Committee shall consist of no fewer than three members.
The members of the Audit Committee shall meet the independence
and experience requirements of the New York Stock Exchange,
Section 10A(m)(3) of the Securities Exchange Act of 1934 (the
"Exchange Act") and the rules and regulations of the Commission,
as in effect from time to time.

The members of the Audit Committee shall be appointed by the
Board on the recommendation of the Nominating & Corporate
Governance Committee. Audit Committee members may be replaced by
the Board.

Meetings
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The Audit Committee shall meet as often as it determines, but not
less frequently than quarterly. The Audit Committee shall meet
periodically with management, the internal auditors and the
independent auditor in separate executive sessions. The Audit
Committee may request any officer or employee of the Company or
the Company's outside counsel or independent auditor to attend a
meeting of the Committee or to meet with any members of, or
consultants to, the Committee.

Committee Authority and Responsibilities
----------------------------------------

The Audit Committee shall have the sole authority to appoint or
replace the independent auditor (subject, if applicable, to
shareholder ratification). The Audit Committee shall be directly
responsible for the compensation and oversight of the work of the
independent auditor (including resolution of disagreements
between

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management and the independent auditor regarding financial
reporting) for the purpose of preparing or issuing an audit report
or related work. The independent auditor shall report directly
to the Audit Committee.

The Audit Committee shall preapprove all auditing services and
permitted non-audit services (including the fees and terms
thereof) to be performed for the Company by its independent
auditor, subject to the de minimus exceptions for non-audit
services described in Section 10A(i)(1)(B) of the Exchange Act
which are approved by the Audit Committee prior to the completion
of the audit. The Audit Committee may form and delegate authority
to subcommittees consisting of one or more members when
appropriate, including the authority to grant preapprovals of
audit and permitted non-audit services, provided that decisions
of such subcommittee to grant preapprovals shall be presented to
the full Audit Committee at its next scheduled meeting.

The Audit Committee shall have the authority, to the extent it
deems necessary or appropriate, to retain independent legal,
accounting or other advisors. The Company shall provide for
appropriate funding, as determined by the Audit Committee, for
payment of compensation to the independent auditor for the
purpose of rendering or issuing an audit report and to any
advisors employed by the Audit Committee.

The Audit Committee shall make regular reports to the Board. The
Audit Committee shall review and reassess the adequacy of this
Charter annually and recommend any proposed changes to the Board
for approval. The Audit Committee shall annually review the Audit
Committee's own performance.

The Audit Committee, to the extent it deems necessary or
appropriate, shall:

Financial Statement and Disclosure Matters
------------------------------------------

1. Review and discuss with management and the independent
auditor the annual audited financial statements, including
disclosures made in management's discussion and analysis,
and recommend to the Board whether the audited financial
statements should be included in the Company's Form 10-K.

2. Review and discuss with management and the independent
auditor the Company's quarterly financial statements prior
to the filing of its Form 10-Q, including the results of the
independent auditor's review of the quarterly financial
statements.

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3. Discuss with management and the independent auditor
significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial
statements, including any significant changes in the
Company's selection or application of accounting principles,
and major issues as to the adequacy of the Company's
internal controls and any special steps adopted in light of
material control deficiencies.

4. Review and discuss quarterly reports from the independent
auditors on:

(a) All critical accounting policies and practices to be
used.

(b) All alternative treatments of financial information
within generally accepted accounting principles that
have been discussed with management, ramifications of
the use of such alternative disclosures and treatments,
and the treatment preferred by the independent auditor.

(c) Other material written communications between the
independent auditor and management, such as any
management letter or schedule of unadjusted
differences.

5. Discuss with management the Company's earnings press
releases, including the use of "pro forma" or "adjusted"
non-GAAP information, as well as financial information and
earnings guidance provided to analysts and rating agencies.
Such discussion may be done generally (consisting of
discussing the types of information to be disclosed and the
types of presentations to be made).

6. Discuss with management and the independent auditor the
effect of regulatory and accounting initiatives as well as
off-balance sheet structures on the Company's financial
statements.

7. Discuss with management the Company's risk assessment and
risk management policies.

8. Discuss with the independent auditor the matters required to
be discussed by Statement on Auditing Standards No. 61
relating to the conduct of the audit, including any
difficulties encountered in the course of the audit work,
any restrictions on the scope of activities or access to
requested information, and any significant disagreements
with management.

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9. Review disclosures made to the Audit Committee by the
Company's CEO and CFO during their certification process for
the Form 10-K and Form 10-Q about any significant
deficiencies in the design or operation of internal controls
or material weakness therein and any fraud involving
management or other employees who have a significant role in
the Company's internal controls.

Oversight of the Company's Relationship with the Independent
Auditor
------------------------------------------------------------

10. Obtain and review a report from the independent auditor at
least annually regarding (a) the independent auditor's
internal quality-control procedures, (b) any material issues
raised by the most recent internal quality-control review,
or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities
within the preceding five years respecting one or more
independent audits carried out by the firm, (c) any steps
taken to deal with any such issues, and (d) all
relationships between the independent auditor and the
Company. Evaluate the qualifications, performance and
independence of the independent auditor, including
considering whether the auditor's quality controls are
adequate and the provision of permitted non-audit services
is compatible with maintaining the auditor's independence,
and taking into account the opinions of management and
internal auditors. The Audit Committee shall present its
conclusions with respect to the independent auditor to the
Board.

11. Ensure the rotation of the lead (or coordinating) audit
partner having primary responsibility for the audit and the
audit partner responsible for reviewing the audit as
required by law. Consider whether, in order to assure
continuing auditor independence, it is appropriate to adopt
a policy of rotating the independent auditing firm on a
regular basis.

12. Recommend to the Board policies for the Company's hiring of
employees or former employees of the independent auditor who
participated in any capacity in the audit of the Company.

Compliance Oversight Responsibilities
-------------------------------------

13. Obtain from the independent auditor assurance that Section
10A(b) of the Exchange Act has not been implicated.

14. Establish procedures for the receipt, retention and
treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing
matters, and the

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confidential, anonymous submission by employees of concerns
regarding questionable accounting or auditing matters.

Internal Audit Plan
-------------------

15. Review and approve on an annual basis the internal audit
plan for the Company's Internal Audit Department.

Limitation of Audit Committee's Role
------------------------------------

While the Audit Committee has the responsibilities and powers set
forth in this Charter, it is not the duty of the Audit Committee
to plan or conduct audits or to determine that the Company's
financial statements and disclosures are complete and accurate
and are in accordance with generally accepted accounting
principles and applicable rules and regulations. These are the
responsibilities of management and the independent auditor.


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