ST JOE Co — Director's Dealing 2010

Dec 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ST JOE CO (JOE)
CIK: 0000745308
Period of Report: 2010-12-06

Reporting Person: FAIRHOLME CAPITAL MANAGEMENT LLC (10% Owner)
Reporting Person: FAIRHOLME FUNDS INC (10% Owner)
Reporting Person: BERKOWITZ BRUCE R (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-06	Common Stock	J	1100	$18.45	Disposed	26796920	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23136502	Direct

Footnotes

F1: The securities were held in an account managed by Fairholme Capital Management, L.L.C. ("Fairholme") and were sold pursuant to an investment management agreement that was terminated. Accordingly, Fairholme and Bruce R. Berkowitz ("Mr. Berkowitz") are no longer deemed to be the beneficial owners of such securities.

F2: The reported securities are directly owned by The Fairholme Fund, a series of Fairholme Funds, Inc. (the "Fund") and managed accounts advised by Fairholme. The securities may be deemed to be beneficially owned by Fairholme, as the investment manager of such managed accounts, and by Mr. Berkowitz as the managing member of Fairholme. The Reporting Persons disclaim beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F3: These securities are directly owned by the Fund, which is a Reporting Person.