##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2008o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission file number 1-10466
  The St. Joe Company
 (Exact name of registrant as
    specified in its charter)
  Florida

59-0432511(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)245 Riverside Avenue, Suite 500
    Jacksonville, Florida(Address of principal
    executive offices)

32202(Zip Code)    (904) 301-4200
 (Registrants telephone number, including area code)
  þ o
    Large accelerated filer
    þ

Accelerated filer
    o

Non-accelerated
    filer o

Smaller reporting
    company o   Rule 12b-2 o þ




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##### 



THE ST.
    JOE COMPANY
    INDEX
   
 Page No.PART I Financial InformationItem 1.


Financial Statements


2Consolidated Balance Sheets 
    March 31, 2008 and December 31, 2007


2Consolidated Statements of Income 
    Three months ended March 31, 2008 and 2007


3Consolidated Statement of Changes in
    Stockholders Equity  Three months ended
    March 31, 2008


4Consolidated Statements of Cash Flows 
    Three months ended March 31, 2008 and 2007


5Notes to Consolidated Financial Statements


6Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


20Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


34Item 4.


Controls and Procedures


34PART II Other InformationItem 1.


Legal Proceedings


35Item 1A.


Risk Factors


35Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


35Item 3.


Defaults Upon Senior Securities


35Item 4.


Submission of Matters to a Vote of Security
    Holders


35Item 5.


Other Information


35Item 6.


Exhibits


36Signatures


37EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO   1




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##### Table of Contents



Part I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  THE ST.
    JOE COMPANY
  CONSOLIDATED
    BALANCE SHEETS
 (Dollars
    in thousands)
  March 31,


December 31,2008


2007(Unaudited)ASSETSInvestment in real estate

$
950,669


$
943,540Cash and cash equivalents


308,926



24,265Notes receivable


130,191



56,346Pledged treasury securities


30,235



30,671Prepaid pension asset


110,941



109,270Property, plant and equipment, net


22,658



23,693Goodwill, net


18,991



18,991Other intangible assets, net


2,193



2,317Other assets


49,324



46,782Assets held for sale


8,067



8,091$
1,632,195


$
1,263,966LIABILITIES AND STOCKHOLDERS EQUITYLIABILITIES:Debt

$
288,668


$
541,181Accounts payable


90,482



88,555Accrued liabilities


45,499



55,692Income tax payable






8,058Deferred income taxes


107,289



83,535Liabilities associated with assets held for sale


307



328Total liabilities


532,245



777,349Minority interest in consolidated subsidiaries


4,304



6,276STOCKHOLDERS EQUITY:Common stock, no par value; 180,000,000 shares authorized;
    122,614,199 and 104,755,826 issued at March 31, 2008 and
    December 31, 2007, respectively


904,736



321,505Retained earnings


1,113,935



1,081,883Accumulated other comprehensive income


3,440



3,275Treasury stock at cost, 30,162,091 and 30,158,370 shares
    held at March 31, 2008 and December 31, 2007,
    respectively


(926,465
)


(926,322
)Total stockholders equity


1,095,646



480,341$
1,632,195


$
1,263,966    2




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##### Table of Contents



THE ST.
    JOE COMPANYCONSOLIDATED STATEMENTS OF INCOME
    (Unaudited)
    (Dollars in thousands except per share amounts)
  Three Months EndedMarch 31,2008


2007Revenues:Real estate sales

$
101,261


$
82,362Rental revenues


559



1,189Timber sales


7,624



4,834Other revenues


7,347



6,634Total revenues


116,791



95,019Expenses:Cost of real estate sales


18,902



26,456Cost of rental revenues


663



1,140Cost of timber sales


4,894



4,401Cost of other revenues


9,515



8,036Other operating expenses


15,483



14,774Corporate expense, net


8,631



7,893Depreciation and amortization


4,688



4,990Impairment losses


2,257



Restructuring charges


545



3,157Total expenses


65,578



70,847Operating profit


51,213



24,172Other income (expense):Investment income, net


1,787



1,274Interest expense


(4,219
)


(4,666
)Other, net


666



4,186Total other income (expense)


(1,766
)


794Income from continuing operations before equity in (loss) income
    of unconsolidated affiliates, income taxes, and minority interest


49,447



24,966Equity in (loss) income of unconsolidated affiliates


(91
)


907Income tax expense


17,773



6,205Income from continuing operations before minority interest


31,583



19,668Minority interest in (loss) income of subsidiary


(412
)


383Income from continuing operations


31,995



19,285Discontinued operations:Income from discontinued operations, net of tax


57



398Net income

$
32,052


$
19,683EARNINGS PER SHAREBasicIncome from continuing operations

$
0.40


$
0.26Income from discontinued operations

$



$
0.01Net income

$
0.40


$
0.27DilutedIncome from continuing operations

$
0.40


$
0.26Income from discontinued operations

$



$
0.01Net income

$
0.40


$
0.27    3




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##### Table of Contents



THE ST.
    JOE COMPANYCONSOLIDATED STATEMENT OF CHANGES IN
    STOCKHOLDERS EQUITY
    (Unaudited)
    (Dollars in thousands)
  AccumulatedCommon Stock





OtherOutstanding





Retained


ComprehensiveShares


Amount


Earnings


Income


Treasury Stock


TotalBalance at December 31, 2007


74,597,456


$
321,505


$
1,081,883


$
3,275


$
(926,322
)

$
480,341Comprehensive income:Net income










32,052











32,052Amortization of pension and postretirement benefit costs, net














165







165Total comprehensive income






















32,217Issuances of restricted stock


712,914



















Forfeitures of restricted stock


(13,791
)


















Issuances of common stock


17,159,250



580,333















580,333Excess tax benefit on options exercised and vested restricted
    stock






(93
)














(93
)Amortization of stock- based compensation






2,991















2,991Purchases of treasury shares


(3,721
)














(143
)


(143
)Balance at March 31, 2008


92,452,108


$
904,736


$
1,113,935


$
3,440


$
(926,465
)

$
1,095,646    4




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##### Table of Contents



THE ST.
    JOE COMPANYCONSOLIDATED STATEMENTS OF CASH FLOW
    (Unaudited)
    (Dollars in thousands)
  Three Months EndedMarch 31,2008


2007Cash flows from operating activities:Net income

$
32,052


$
19,683Adjustments to reconcile net income to net cash used in
    operating activities:Depreciation and amortization


4,706



9,374Stock-based compensation


2,991



1,985Minority interest in (loss) income of subsidiary


(412
)


383Equity in (income) loss of unconsolidated joint ventures


91



(1,031
)Distributions of income from unconsolidated affiliates






299Deferred income tax expense (benefit)


23,755



(43,724
)Impairment losses


2,257



2,196Restructuring expense


545



3,157Cost of operating properties sold


15,253



64,910Expenditures for operating properties


(17,593
)


(72,322
)Changes in operating assets and liabilities:Notes receivable


(73,845
)


(721
)Other assets


9,366



4,502Accounts payable and accrued liabilities


(8,378
)


(62,966
)Income taxes payable


(22,214
)


2,159Net cash used in operating activities


(31,426
)


(72,116
)Cash flows from investing activities:Purchases of property, plant and equipment


(619
)


(1,785
)Purchases of investments in real estate






(1,049
)Purchases of short-term investments, net of maturities and
    redemptions


169



Investments in unconsolidated affiliates






(271
)Net cash used in investing activities


(450
)


(3,105
)Cash flows from financing activities:Proceeds from revolving credit agreements


35,000



150,000Repayment of borrowings under revolving credit agreements


(167,000
)


Repayments of other long-term debt


(130,000
)


(67,551
)Distributions to minority interest partner


(1,560
)


(3,250
)Proceeds from exercises of stock options






2,840Issuance of common stock


580,333



Dividends paid to stockholders






(11,837
)Excess tax benefits from stock-based compensation


(93
)


829Treasury stock purchases


(143
)


(231
)Net cash provided by financing activities


316,537



70,800Net increase (decrease) in cash and cash equivalents


284,661



(4,421
)Cash and cash equivalents at beginning of period


24,265



36,935Cash and cash equivalents at end of period

$
308,926


$
32,514Supplemental disclosures of cash flow information:Cash paid during the period for:Interest

$
9,661


$
14,340Income taxes


16,509



86,431Capitalized interest


1,533



2,797    5




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##### Table of Contents



THE ST.
    JOE COMPANYNOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
    (Dollars in thousands, unless otherwise stated)
    (Unaudited)
  1.
    Description
    of Business and Basis of Presentation  Description
    of Business
    Basis
    of Presentation
  Form 10-Q.
  Form 10-K
    New
    Accounting Standards
  Fair Value
    Measurements No. 157-2, Effective Date of FASB Statement No. 157 No. 157-2. No. 157-2
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities- Including an amendment of FASB Statement
    No. 155
 6




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51 )
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
  2.
    Stock-Based
    Compensation and Earnings Per Share  Stock-Based
    Compensation
  Share-Based
    Payment Accounting for Stock Issued to Employees
  Stock
    Options and Non-Vested Restricted Stock
  and/or
 7




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Market
    Condition Grants
        Weighted AverageNumber of


Grant Date FairMarket Condition Non-vested Restricted Shares

Shares


ValueBalance at January 1, 2008





$
Granted


603,840



27.31Forfeited






Vested






Balance at March 31, 2008


603,840


$
27.31    8




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months EndedMarch 31,2008


2007Stock option expense

$
170


$
353Restricted stock expense  service based


2,089



1,632Restricted stock expense  market condition based


732



Employee stock purchase plan expense


42



10Total

$
3,033


$
1,995   Earnings
    Per Share
      Three Months EndedMarch 31,2008


2007Basic average shares outstanding


79,107,556



73,689,102Net effect of stock options assumed to be exercised


128,295



226,508Net effect of non-vested restricted stock assumed to be vested


266,167



341,802Diluted average shares outstanding


79,502,018



74,257,412          9




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Common
    Stock Offering    4.
    Notes
    Receivable and Other Assets    2008


2007Saussy Burbank

$
24,827


$
27,202Various builders


18,553



18,608Advantis


6,980



7,015Pier Park Community Development District


2,070



2,028Installment notes from rural land sales


70,011



Various mortgages


7,750



1,493Total notes receivable

$
130,191


$
56,346   15-year
  15-year Accounting for Transfers
    and Servicing of Financial Assets and Extinguishments of
    Liabilities
   10




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Investment
    in Real Estate    March 31, 2008


December 31, 2007Operating property:Residential real estate

$
155,043


$
155,042Commercial real estate


9,525



9,525Rural land sales


139



139Forestry


79,762



85,105Other


338



309Total operating property


244,807



250,120Development property:Residential real estate


658,553



644,169Commercial real estate


56,478



56,025Rural land sales


7,049



7,632Other


754



519Total development property


722,834



708,345Investment property:Commercial real estate


1,835



1,835Rural land sales


126



126Forestry


523



522Other


5,946



5,948Total investment property


8,430



8,431Investment in unconsolidated affiliates:Residential real estate


3,972



4,063Total real estate investments


980,043



970,959Less: Accumulated depreciation


29,374



27,419Investment in real estate investments

$
950,669


$
943,540     6.
    Asset
    Impairments   11




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Restructuring    Residential Real


Commercial Real


Rural LandEstate


Estate


Sales


Forestry


Other


TotalThree months ended March 31, 2008:One-time termination benefits to employees

$
285



(2
)





$
73


$
189


$
545Three months ended March 31, 2007:Write-off of capitalized homebuilding costs

$
529


$



$



$



$



$
529One-time termination benefits to employees


769



53



1,313







493



2,628Total restructuring charges

$
1,298


$
53


$
1,313


$



$
493


$
3,157Cumulative restructuring charges, through March 31, 2008

$
16,744


$
509


$
1,644


$
223


$
3,722


$
22,842One-time termination benefits to employees  to be
    incurred during 2008(a)

$
533


$
26


$
9


$
48


$
297


$
913One-time termination benefits to employees  to be
    incurred during 2009

$
215


$



$
6


$



$
90


$
311Total remaining one-time termination benefits to
    employees  to be incurred

$
748


$
26


$
15


$
48


$
387


$
1,224   (a)
    
    Represents costs to be incurred from April 1, 2008 through
    December 31, 2008.      Balance at











Balance atDecember 31,


Costs


Non-cash





March 31,


Due within


Due after2007


Accrued


Adjustments


Payments


2008


12 months


12 monthsOne-time termination benefits to employees

$
2,258


$
545



(13
)

$
(1,424
)

$
1,366


$
962


$
404   8.
    Discontinued
    Operations   12




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          2008


2007Commercial Buildings  Commercial Segment:Aggregate revenues

$
17


$
8,892Pre-tax income (loss)


21



(760
)Income taxes (benefit)


8



(280
)Income (loss) from discontinued operations, net

$
13


$
(480
)Saussy Burbank  Residential SegmentAggregate revenues

$



$
45,444Pre-tax income (loss)






1,102Income taxes (benefit)






408Income (loss) from discontinued operations, net

$



$
694Sunshine State Cypress  Forestry SegmentAggregate revenues

$
1,842


$
2,135Pre-tax income (loss)


72



293Income taxes (benefit)


(28
)


109Income (loss) from discontinued operations

$
44


$
184Total income from discontinued operations, net

$
57


$
398  13




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Debt    March 31, 2008


December 31, 2007Revolving credit facility

$



$
132,000Senior notes


240,000



240,000Term loan






100,000Non-recourse defeased debt


30,235



30,671Community Development District debt


12,101



35,671Other


6,332



2,839Total debt

$
288,668


$
541,181     30-day
         14




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2008

$
240,4152009


5,0352010


2,2122011


4982012


523Thereafter


39,985Total

$
288,668   10.
    Employee
    Benefit Plans    Three Months EndedMarch 31,2008


2007Service cost

$
701


$
1,059Interest cost


2,061



2,073Expected return on assets


(4,433
)


(4,247
)Prior service costs


185



171Curtailment charge






135Net periodic benefit (credit)

$
(1,486
)

$
(809
)   11.
    Income
    Taxes  Accounting for Uncertainty in Income Taxes, an Interpretation
    of FASB Statement No. 109, Accounting for Income Taxes and/or
  Form 10-K
   15




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Segment
    Information      Form 10-K.
      Three Months EndedMarch 31,2008


2007Operating Revenues:Residential real estate

$
17,656


$
37,010Commercial real estate


446



6,508Rural land sales


91,074



46,676Forestry


7,615



4,825Consolidated operating revenues

$
116,791


$
95,019Income (loss) from continuing operations before equity in (loss)
    income of unconsolidated affiliates, income taxes and minority
    interest:Residential real estate

$
(18,646
)

$
(5,401
)Commercial real estate


(907
)


62Rural land sales


80,050



40,372Forestry


1,957



148Other


(13,007
)


(10,215
)Consolidated income from continuing operations before equity in
    (loss) income of unconsolidated affiliates, income taxes and
    minority interest

$
49,447


$
24,966   16




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  March 31, 2008


December 31, 2007Total Assets:Residential real estate

$
893,483


$
892,001Commercial real estate


69,997



69,849Rural land sales


14,506



8,785Forestry


155,122



90,895Corporate


491,020



194,345Assets held for sale(1)


8,067



8,091Total Assets

$
1,632,195


$
1,263,966   (1)
    
    Formerly part of the Forestry segment.    March 31, 2008


December 31, 2007Assets held for sale:Inventory

$
5,357


$
5,705Investment in real estate


1,233



1,300Other assets


1,477



1,086Total assets held for sale

$
8,067


$
8,091Liabilities associated with assets held for sale:Account payable and accrued liabilities


307



328Total liabilities associated with assets held for sale

$
307


$
328   13.
    Contingencies  SFAS No. 5,
    Accounting for Contingencies.
      Guarantors Accounting
    and Disclosure Requirements for Guarantees, Including Indirect
    Guarantees of Indebtedness of Others.
   17




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            14.
    Fair
    value measurements    Level 1.
    Observable inputs such as quoted prices in active markets;Level 2.
    Inputs, other than the quoted prices in active markets, that are
    observable either directly or indirectly; andLevel 3.
    Unobservable inputs in which there is little or no market data,
    which require the reporting entity to develop its own
    assumptions.    Quoted Prices in


Significant Other


SignificantFair Value


Active Markets for


Observable


UnobservableMarch 31,


Identical Assets


Inputs


Inputs2008


(Level 1)


(Level 2)


(Level 3)Recurring:Investments in money market

$
298,729


$
298,729


$



$
Non recurring:Retained interest in QSPEs


5,310











5,310Total assets at fair value

$
304,039


$
298,729


$



$
5,310  18




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    15.
    Subsequent
    Events  Monetization
    of Installment Note
  15-year
  Prepayment
    of Senior Notes
   19




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-Looking
    Statements
    
    future operating performance, revenues, earnings, cash flows,
    and short and long-term revenue and earnings growth rates;
    future residential and commercial entitlements;
    expected development timetables and projected timing for sales
    or closing of housing units or home-sites in a community;
    development approvals and the ability to obtain such approvals,
    including possible legal challenges;
    the anticipated price ranges of developments;
    the number of units or commercial square footage that can be
    supported upon full build-out of a development;
    the number, price and timing of anticipated land sales or
    acquisitions;
    estimated land holdings for a particular use within a specific
    time frame;
    absorption rates and expected gains on land and home site sales;
    the levels of resale inventory in our developments and the
    regions in which they are located;
    the development of relationships with strategic partners,
    including homebuilders;
    the pace at which we release new products for sale;
    comparisons to historical projects;
    the amount of dividends, if any, we pay; and
    the number or dollar amount of shares of Company stock which may
    be purchased under our existing or future share-repurchase
    programs.    Form 10-K Form 10-Q,
  
    a continued downturn in the real estate markets in Florida and
    across the nation;
    economic conditions, particularly in Northwest Florida, Florida
    as a whole and key areas of the southeastern United States that
    serve as feeder markets to our Northwest Florida operations;
    the lack of available mortgage financing, increases in
    foreclosures and changes in interest rates and conditions in the
    financial markets; 20




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##### Table of Contents




    changes in the demographics affecting projected population
    growth in Florida, including the demographic migration of Baby
    Boomers;
    the inability to raise sufficient cash to enhance and maintain
    our operations and to develop our real estate holdings;
    an event of default under our credit facility, or the
    restructuring of such debt on terms less favorable to us;
    possible future write-downs of the carrying value of our real
    estate assets;
    the termination of sales contracts or letters of intent due to,
    among other factors, the failure of one or more closing
    conditions or market changes;
    a failure to attract homebuilding customers for our
    developments, or their failure to satisfy their purchase
    commitments;
    the failure to attract desirable strategic partners, complete
    agreements with strategic partners
    and/or
    manage relationships with strategic partners going forward;
    natural disasters, including hurricanes and other severe weather
    conditions, and the impact on current and future demand for our
    products in Florida;
    whether our developments receive all land-use entitlements or
    other permits necessary for development
    and/or full
    build-out or are subject to legal challenge;
    local conditions such as the supply of homes and home sites and
    residential or resort properties or a change in the demand for
    real estate in an area;
    timing and costs associated with property developments;
    the pace of commercial development in Northwest Florida;
    competition from other real estate developers;
    changes in pricing of our products and changes in the related
    profit margins;
    changes in operating costs, including real estate taxes and the
    cost of construction materials;
    changes in the amount or timing of federal and state income tax
    liabilities resulting from either a change in our application of
    tax laws, an adverse determination by a taxing authority or
    court, or legislative changes to existing laws;
    the failure to realize significant improvements in job creation
    and public infrastructure in Northwest Florida, including the
    development of a proposed new airport in Bay County, which is
    dependent on the availability of adequate funding and the
    successful resolution of any legal challenges;
    potential liability under environmental laws or other laws or
    regulations;
    changes in laws, regulations or the regulatory environment
    affecting the development of real estate;
    fluctuations in the size and number of transactions from period
    to period;
    the prices and availability of labor and building materials;
    changes in insurance rates and deductibles for property in
    Florida, particularly in coastal areas;
    high property tax rates in Florida, and future changes in such
    rates;
    changes in gasoline prices; and
    acts of war, terrorism or other geopolitical events. 21




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##### Table of Contents



Overview
        
    the sale of developed home-sites to retail customers and
    builders;
    the sale of parcels of entitled, undeveloped land;
    the sale of housing units built by us;
    rental income;
    resort and club operations;
    investments in limited partnerships and joint ventures; and
    brokerage and title issuance fees on certain transactions within
    our residential real estate developments.             22




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##### Table of Contents



Critical
    Accounting Estimates
    Form 10-K
  Results
    of Operations
     23




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##### Table of Contents



Consolidated
    Results
  Revenues and expenses.
  Three Months Ended March 31,2008


2007


Difference


% Change(Dollars in millions)Revenues:Real estate sales

$
101.3


$
82.4


$
18.9



23
%Rental revenues


0.6



1.2



(0.6
)


(50
)Timber sales


7.6



4.8



2.8



58Other revenues


7.3



6.6



0.7



11Total


116.8



95.0



21.8



23Expenses:Cost of real estate sales


18.9



26.5



(7.6
)


(29
)Cost of rental revenues


0.7



1.1



(0.4
)


(36
)Cost of timber sales


4.9



4.4



0.5



11Cost of other revenues


9.5



8.0



1.5



19Other operating expenses


15.5



14.8



0.7



5Total

$
49.5


$
54.8


$
(5.3
)


(10
)%     Corporate expense.
  Impairment Losses.
  Restructuring charge.
 24




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##### Table of Contents



Other income (expense).
  Equity in (loss) income of unconsolidated
    affiliates.
  Income tax expense.
  Discontinued Operations.
  Segment
    Results
  Residential
    Real Estate
       25




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##### Table of Contents



Three Months EndedMarch 31,2008


2007(In millions)Revenues:Real estate sales

$
9.8


$
30.1Rental revenue


0.5



0.2Other revenues


7.4



6.7Total revenues


17.7



37.0Expenses:Cost of real estate sales


9.3



19.1Cost of rental revenue


0.6



0.5Cost of other revenues


9.5



8.0Other operating expenses


12.3



11.3Depreciation and amortization


2.8



2.8Restructuring charge


0.3



1.3Impairment charge


2.3



Total expenses


37.1



43.0Other income (expense)


0.7



0.6Pre-tax (loss) from continuing operations before equity in
    (loss) income of unconsolidated affiliates, income taxes and
    minority interest

$
(18.7
)

$
(5.4
)     Three
    Months Ended March 31, 2008 and 2007
    Three Months Ended March 31, 2008


Three Months Ended March 31, 2007Homes


Home-Sites


Total


Homes


Home-Sites


Total(Dollars in millions)Sales

$
8.5


$
1.2


$
9.7


$
17.8


$
12.3


$
30.1Cost of sales:Direct costs


6.2



0.6



6.8



11.0



4.5



15.5Selling costs


0.5



0.1



0.6



0.8



0.4



1.2Other indirect costs


1.9



0.0



1.9



1.9



0.5



2.4Total cost of sales


8.6



0.7



9.3



13.7



5.4



19.1Gross profit (loss)

$
(0.1
)

$
0.5


$
0.4


$
4.1


$
6.9


$
11.0Gross profit (loss) margin


(1.0
)%


42
%


4
%


23
%


56
%


37
%    26




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##### Table of Contents



March 31, 2008


March 31, 2007Closed





Cost of


Gross


Closed





Cost of


GrossUnits


Revenues


Sales


Profit


Units


Revenues


Sales


Profit(Dollars in millions)Northwest Florida:Resort and SeasonalSingle-family homes


3


$
3.9


$
3.8


$
0.1



3


$
5.4


$
3.5


$
1.9Multi-family homes






























PRC






























Home sites


2



1.0



0.6



0.4



13



7.0



2.0



5.0PrimarySingle-family homes


















5



1.8



1.6



0.2Townhomes


















1



0.2



0.1



0.1Home sites


















61



4.7



3.2



1.5Northeast Florida:PrimarySingle-family homes










0.3



(0.3
)


6



2.7



2.6



0.1Home sites


3



0.2



0.1



0.1



2



0.3



0.1



0.2Central Florida:PrimarySingle-family homes


5



3.1



3.0



0.1



8



4.6



3.4



1.2Multi-family homes


4



1.3



1.3







24



0.3



0.2



0.1Townhomes


1



0.2



0.2



0.0



5



2.8



2.3



0.5Home sites


















1



0.3



0.1



0.2Total


18


$
9.7


$
9.3


$
0.4



129


$
30.1


$
19.1


$
11.0            27




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##### Table of Contents



Discontinued
    Operations
    Commercial
    Real Estate
   28




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##### Table of Contents



Three Months EndedMarch 31,2008


2007(In millions)Revenues:Real estate sales

$
0.3


$
5.5Rental revenues


0.1



1.0Other revenues






Total revenues


0.4



6.5Expenses:Cost of real estate sales


0.1



3.7Cost of rental revenues


0.1



0.6Other operating expenses


1.1



1.4Depreciation and amortization


0.1



0.7Restructuring charge






0.1Total expenses


1.4



6.5Other income






Pre-tax (loss) from continuing operations

$
(1.0
)

$
     Real Estate Sales.
  Number of


Acres


Average Price


Gross





Gross ProfitLand

Sales


Sold


per Acre(1)


Proceeds


Revenue


on Sales(In millions, except average price per acre)Three Months Ended March 31, 2008:Northwest Florida









$



$



$
0.1
(2)

$
0.1
(2)Other






















Total/Average









$



$



$
0.1
(2)

$
0.1
(2)Three Months Ended March 31, 2007:Northwest Florida


6



13


$
146.5


$
1.9


$
2.3
(3)

$
1.1
(3)Other


3



19



175.3



3.2



3.2



0.7Total/Average


9



32


$
163.3


$
5.1


$
5.5
(3)

$
1.8
(3)   (1)
    
    Average price per acre in thousands.(2)
    
    Includes previously deferred revenue and gain on sales, based on
    percentage-of-completion accounting, of $0.1 million and
    $0.1 million, respectively.(3)
    
    Includes deferred revenue and gain on sales, based on
    percentage-of-completion accounting, of $0.4 million and
    $0.1 million, respectively.   29




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##### Table of Contents



Dispositions
    of Assets
    Rural
    Land Sales
      Three Months EndedMarch 31,2008


2007(In millions)Revenues:Real estate sales

$
91.1


$
46.7Expenses:Cost of real estate sales


9.5



3.7Other operating expenses


1.5



1.6Restructuring charge






1.3Total expenses


11.0



6.6Other income






0.3Pre-tax income from continuing operations

$
80.1


$
40.4     Number


Number of


Average Price


Gross Sales


GrossThree Months Ended:

of Sales


Acres


per Acre


Price


Profit(In millions)


(In millions)March 31, 2008


6



57,435


$
1,586


$
91.1


$
81.6March 31, 2007


10



31,295


$
1,491


$
46.7


$
43.0     
    23,743 acres in Liberty county for $36.3 million, or
    $1,530 per acre
    2,784 acres in Taylor county for $12.5 million, or
    $4,500 per acre
    29,742 acres in various counties for $39.5 million, or
    $1,330 per acre.    Forestry
   30




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##### Table of Contents



Three Months EndedMarch 31,2008


2007(In millions)Revenues:Timber sales

$
7.6


$
4.8Expenses:Cost of timber sales


4.9



4.4Other operating expenses


0.6



0.4Depreciation and amortization


0.7



0.5Restructuring charge


0.1



Total expenses


6.3



5.3Other income


0.6



0.7Pre-tax income from continuing operations

$
1.9


$
0.2         Three Months EndedMarch 31,2008


2007(In millions)Sunshine State Cypress  Forestry SegmentAggregate revenues

$
1.8


$
2.1Pre-tax income


0.1



0.3Income taxes






0.1Income from discontinued operations

$



$
0.2   Liquidity
    and Capital Resources
    
    Sales of land holdings and other assets;
    Operations;
    Borrowings from financial institutions; and
    Issuances of equity from the sale of stock and exercise of
    employee stock options. 31




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##### Table of Contents




    Operations;
    Real estate development and construction;
    Repayments of debt; and
    Payments of taxes    Cash
    Flows from Operating Activities
      15-year
  Cash
    Flows from Investing Activities
    Cash
    Flows from Financing Activities
         32




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##### Table of Contents



91-10, Accounting for Special Assessments and Tax Increment
    Financing
      Off-Balance
    Sheet Arrangements
  15-year Accounting
    for Transfers and Servicing of Financial Assets and
    Extinguishments of Liabilities.
    Contractual
    Obligations and Commercial Commitments
   33




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##### Table of Contents



Form 10-K
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Form 10-K
  Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)
   34




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##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K Form 10-K:
  If we
    are not able to generate sufficient earnings to satisfy our debt
    covenants, we could default on our revolving credit facility
    which could have a material adverse effect on our financial
    condition and results of operations.
    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Issuer
    Purchases of Equity Securities
  (c)


(d)Total Number of


Maximum Dollar(a)





Shares Purchased


Amount thatTotal Number


(b)


as Part of Publicly


May Yet Beof Shares


Average


Announced Plans


Purchased UnderPurchased


Price Paid


or Programs


the Plans orPeriod

(1)


per Share


(2)


Programs(In thousands)Month Ended January 31, 2008





$







$
103,793Month Ended February 29, 2008


1,657


$
38.91






$
103,793Month Ended March 31, 2008


2,064


$
38.30






$
103,793     (1)
    
    Represents shares surrendered by executives as payment for the
    strike prices and taxes due on exercised stock options and/or
    taxes due on vested restricted stock.(2)
    
    For a description of our Stock Repurchase Program, see
    Part I, Item 2, Liquidity and Capital
    Resources  Cash Flows from Financing Activities.  Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information   35




---



##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber

Description3
.1

Restated and Amended Articles of Incorporation, as amended
    (incorporated by reference to Exhibit 3.1 of the
    registrants registration statement on
    Form S-3
    (File
    333-116017)).3
.2

Amended and Restated By-laws of the registrant (incorporated by
    reference to Exhibit 3 to the registrants Current
    Report on
    Form 8-K
    dated December 14, 2004).31
.1

Certification by Chief Executive Officer.31
.2

Certification by Chief Financial Officer.32
.1

Certification by Chief Executive Officer.32
.2

Certification by Chief Financial Officer.  36




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##### Table of Contents



SIGNATURES    The St. Joe CompanyDate: May 6, 2008

/s/  Peter
    S. RummellPeter S. RummellChairman and Chief Executive OfficerDate: May 6, 2008

/s/  Janna
    L. ConnollyJanna L. ConnollyChief Accounting Officer  37