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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RHODES ROBERT M
(Last) (First) (Middle)
245 RIVERSIDE AVENUE
(Street)
JACKSONVILLE FL 32202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ST JOE CO [ JOE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/17/2005 M 28,750 A $28.29 30,037 D
Common Stock 02/17/2005 M 37,500 A $29 67,537 D
Common Stock 02/17/2005 S 300 D $74.41 67,237 D
Common Stock 02/17/2005 S 59,600 D $74.45 7,637 D
Common Stock 02/17/2005 S 700 D $74.46 6,937 D
Common Stock 02/17/2005 S 300 D $74.47 6,637 D
Common Stock 02/17/2005 S 800 D $74.49 5,837 D
Common Stock 02/17/2005 S 900 D $74.5 4,937 D
Common Stock 02/17/2005 S 300 D $74.51 4,637 D
Common Stock 02/17/2005 S 300 D $74.53 4,337 D
Common Stock 02/17/2005 S 2,050 D $74.55 2,287 D
Common Stock 02/17/2005 S 1,000 D $74.6 1,287 D
Common Stock 577 I By JOEShare Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $28.29 02/17/2005 M 28,750 01/02/2005(1) 08/21/2011 Common 28,750 $0.00 28,750 D
Stock Option (right to buy) $29 02/17/2005 M 37,500 08/19/2003(2) 08/19/2012 Common 37,500 $0.00 37,500 D
Explanation of Responses:
1. The options exercised vested on January 2, 2005, and the remaining options will vest on January 2, 2006.
2. The options exercised vested in two equal installments on August 19, 2003 and 2004, and the remaining options will vest in two equal installments on August 19, 2005 and 2006.
Remarks:
The transactions reflected in this Form were effected pursuant to a Rule 10b5-1 sales plan.
/s/ Reece B. Alford, by power of attorney 02/22/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
 POWER OF ATTORNEY

	Know all by these presents, that the undersigned
hereby constitutes and appoints each of Christine M. Marx and Reece B.
Alford, signing singly, the undersigned's true and lawful attorney-in-fact
to:

	   1.	execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of The St. Joe Company
(the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder, and any other
forms or reports the undersigned may be required to file in connection with
the undersigned's ownership, acquisition, or disposition of securities of
the Company;

	   2.	do and perform any and all acts for and on behalf
of the undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, or 5, or other form or report, and timely file
such form or report with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and


3.	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.


The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by the virtue of this power of
attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

		This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

		 IN WITNESS WHEREOF, the undersigned
has caused this Power of Attorney to be executed as of this 18th day of
February, 2005.

					   /s/ Robert M. Rhodes
						Signature


					   Robert M. Rhodes
						   Print Name