Exhibit 4.3

                AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT

         Amendment No. 2 to Registration Rights Agreement (this "Amendment"),
dated May 24, 2002, by and between Alfred I. Dupont Testamentary Trust (the
"Trust") and The St. Joe Company, a Florida corporation (the "Company").

         1. Introduction. The Trust and the Company have entered into a
Registration Rights Agreement, dated as of December 16, 1997, and an Amendment
No. 1 thereto, dated as of January 26, 1998 (as amended, the "Registration
Rights Agreement"), which governs, among other things, certain terms and
conditions of the sales of Shares of the Company's Common Stock Beneficially
Owned by the Trust from time to time in registered public offerings. The Company
has filed a registration statement on Form S-1 (No. 333-________) with the
Securities and Exchange Commission on May 24, 2002 (the "Registration
Statement") with respect to the sale by the Trust of certain Shares of the
Company's Common Stock Beneficially Owned by the Trust. In connection with such
sales, the Trust and the Company believe that it is in their best interests to
effect certain amendments to the Registration Rights Agreement, as prescribed
below.

         2. Definitions. Capitalized terms used but not otherwise defined herein
shall have the respective meanings ascribed to them in the Registration Rights
Agreement.

         3. (a) Minimum Demand Inapplicable to Current Offering. The terms of
the proviso to Section 2.1(a) of the Registration Rights Agreement, shall not
apply to the sale of the Common Stock Beneficially Owned by the Trust and
covered by the Registration Statement (the sale of the Common Stock thereunder,
the "Current Offering") and the Company shall have all obligations applicable to
a Demand Registration with respect to such Current Offering and the Current
Offering shall count as a Demand Registration of the Trust. The terms of the
proviso to Section 2.1(a) of the Registration Rights Agreement shall apply to
any subsequent Demand Registration.

            (b) Amendment of Section 2.1(a). In respect of a Demand Registration
other than with respect to the Current Offering. Section 2.1(a) of the
Registration Rights Agreement shall be amended by replacing the percentage "10%"
in the proviso to the first sentence of said Section 2.1(a) with the percentage
"7.5%" and by inserting the following at the end of such proviso:

         "; provided, further, that, if any such Demand Request shall be for a
         number of shares of Common Stock which represent less than 10% of the
         then outstanding shares of Common Stock, then, in addition to the
         expenses to be paid by the Trust pursuant to Section 2.1(c), the Trust
         shall pay or reimburse the Company for the filing fees under the
         Securities Act and the NASD filing fees in connection with the
         registration effected pursuant to such Demand Request."


         4. Expenses. In addition to the expenses to be paid by the Trust
pursuant to Section 2.1(c) of the Registration Rights Agreement in respect of
the Current Offering, the Trust shall pay the Company $700,000 as a
reimbursement of the Company's expenses in connection with this Amendment and
the Current Offering.

         5. Effectiveness of this Amendment. This Amendment shall become
effective upon its execution of this Amendment by the Company and the Trust.

         6. Agreement in Full Force and Effect. Except as amended by the terms
of this Amendment, the Registration Rights Agreement shall remain in full force
and effect in accordance with its terms.

         7. Counterparts. This Amendment may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original, but all of
such counterparts shall together constitute on and the same instrument.

         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.

                                        ALFRED I. DUPONT
                                        TESTAMENTARY TRUST



                                        BY:  /s/ W.L. Thornton
                                             ________________________
                                                  W.L. Thornton, Trustee


                                        THE ST. JOE COMPANY



                                        BY:  /s/ Robert M. Rhodes
                                             ________________________
                                                  Robert M. Rhodes
                                                  Executive Vice President and
                                                  General Counsel

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