ST JOE Co — Director's Dealing 2007

Feb 12, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ST JOE CO (JOE)
CIK: 0000745308
Period of Report: 2007-02-08

Reporting Person: MARX CHRISTINE M (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-08	Common Stock	M	30000	$32.65	Acquired	43045	Direct
2007-02-08	Common Stock	M	8750	$27.43	Acquired	51795	Direct
2007-02-08	Common Stock	S	650	$57.40	Disposed	51145	Direct
2007-02-08	Common Stock	S	2300	$57.41	Disposed	48845	Direct
2007-02-08	Common Stock	S	100	$57.43	Disposed	48745	Direct
2007-02-08	Common Stock	S	300	$57.52	Disposed	48445	Direct
2007-02-08	Common Stock	S	2000	$57.58	Disposed	46445	Direct
2007-02-08	Common Stock	S	100	$57.59	Disposed	46345	Direct
2007-02-08	Common Stock	S	400	$57.61	Disposed	45945	Direct
2007-02-08	Common Stock	S	3400	$57.64	Disposed	42545	Direct
2007-02-08	Common Stock	S	200	$57.65	Disposed	42345	Direct
2007-02-08	Common Stock	S	1300	$57.66	Disposed	41045	Direct
2007-02-08	Common Stock	S	500	$57.72	Disposed	40545	Direct
2007-02-08	Common Stock	S	2600	$57.84	Disposed	37945	Direct
2007-02-08	Common Stock	S	200	$57.85	Disposed	37745	Direct
2007-02-08	Common Stock	S	2600	$57.86	Disposed	35145	Direct
2007-02-08	Common Stock	S	1500	$57.87	Disposed	33645	Direct
2007-02-08	Common Stock	S	200	$57.88	Disposed	33445	Direct
2007-02-08	Common Stock	S	3800	$57.89	Disposed	29645	Direct
2007-02-08	Common Stock	S	1400	$57.90	Disposed	28245	Direct
2007-02-08	Common Stock	S	900	$57.91	Disposed	27345	Direct
2007-02-08	Common Stock	S	900	$57.92	Disposed	26445	Direct
2007-02-08	Common Stock	S	400	$57.93	Disposed	26045	Direct
2007-02-08	Common Stock	S	200	$57.94	Disposed	25845	Direct
2007-02-08	Common Stock	S	200	$58.02	Disposed	25645	Direct
2007-02-08	Common Stock	S	200	$58.03	Disposed	25445	Direct
2007-02-08	Common Stock	S	2000	$58.11	Disposed	23445	Direct
2007-02-08	Common Stock	S	2500	$58.12	Disposed	20945	Direct
2007-02-08	Common Stock	S	1300	$58.13	Disposed	19645	Direct
2007-02-08	Common Stock	S	2000	$58.14	Disposed	17645	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-08	Employee Stock Option	$32.65	M	30000	Disposed	2013-08-18	Common Stock (30000)	Direct
2007-02-08	Employee Stock Option	$27.43	M	8750	Disposed	2013-03-24	Common Stock (8750)	Direct

Footnotes

F1: The 30,000 options exercised vested in three equal annual installments beginning on August 18, 2004. The 10,000 options remaining vest on August 18, 2007.

F2: 2,500 options exercised vested on March 24, 2005, and 6,250 options exercised vested on March 24, 2006. The remaining 6,250 options vest on March 24, 2007.