8-K

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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 8-K

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 15, 1998
                                                          --------------


                               ST. JOE CORPORATION
                               -------------------
             (Exact name of registrant as specified in its charter)


           Florida                  1-10466                  59-0432511
- ----------------------------      -----------            -------------------
(State or other jurisdiction      (Commission             (I.R.S. Employer
     of Incorporation)              File No.)            Identification No.)

    Suite 400, 1650 Prudential Drive
          Jacksonville, Florida                                32207
- ----------------------------------------                    ----------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:       (904) 396-6600
                                                          --------------

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Item 2. Acquisition or Disposition of Assets

Incorporated by reference is a press release issued on April 15, 1998, attached
as Exhibit 99, announcing that the Registrant has reached an agreement in
principle to acquire the assets of CMT Holdings, Ltd., doing business as
Prudential Florida Realty, the largest real estate brokerage, sales, and
services company in Florida and the seventh largest in the United States.

Item 7. Financial Statements and Exhibits

(c) Exhibit

Exhibit 99 - Press release issued April 15, 1998

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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             St. Joe Corporation

Date     April 16, 1998                      By:/s/ Charles A. Ledsinger
     -------------------------                  ------------------------

                                             Charles A. Ledsinger
                                             President, Chief Operating
                                             Officer, Chief Financial Officer

EX-99

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                                                                      EXHIBIT 99


FOR IMMEDIATE RELEASE                                      CONTACT: Jerry M. Ray
                                                                    904/858-2707



            ST. JOE (NYSE: SJP) TO ACQUIRE PRUDENTIAL FLORIDA REALTY

    ST. JOE WOULD EXPAND REACH ACROSS FULL SPECTRUM OF REAL ESTATE SERVICES
WITH A MARKETING NETWORK POSITIONED TO GROW TO OTHER PARTS OF FLORIDA AND BEYOND


         JACKSONVILLE, FLORIDA - (April 15, 1998) - St. Joe Corporation (NYSE:
SJP) said today it reached an agreement in principle to acquire the assets of
CMT Holdings, Ltd., doing business as Prudential Florida Realty, the largest
real estate brokerage, sales and services company in Florida and the seventh
largest in the United States.

         Included in the proposed transaction are title, mortgage and property
management subsidiaries. Headquartered in Clearwater, Florida, Prudential
Florida Realty has operated independently since September 1990 and originated in
1980 as Merrill Lynch Realty.

         Under the terms of the proposed agreement, St. Joe will buy certain
business assets of CMT Holdings, Ltd., a Florida limited partnership, and pay a
total of $90 million, of which $80 million will be paid at closing and $10
million will be deferred over a two-year period. The package could be increased
by as much as an additional $10 million over time if certain performance targets
are met. St. Joe will operate the acquired businesses as a wholly owned
subsidiary.

         St. Joe chairman and chief executive officer, Peter S. Rummell, said
Prudential Florida Realty will bring to St. Joe an established market presence
throughout the southern two-thirds of Florida; a stable, experienced management
team; and an outstanding network of more than 2,600 full-time real estate sales
agents in more than 70 offices.

         "This proposed transaction will establish an immediate St. Joe presence
in scores of Florida markets with Florida's finest real estate marketing and
sales talent," said Rummell. "We are well positioned to extend and expand this
network to other parts of Florida, and beyond to the Southeast, creating
opportunities for significant growth."

         Last year, through a joint venture, St. Joe acquired a majority
interest in Arvida, one of the nation's most respected master-planned community
developers headquartered in Boca Raton, Florida. Arvida has managed more than 50
master-planned communities with more than 35,000 new homes.



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         Rummell emphasized the complementary strengths and expertise of St.
Joe, Arvida and Prudential Florida Realty. "By linking St. Joe's extensive
financial strength and huge land holdings with the community development
expertise of Arvida and the marketing reach of Prudential Florida Realty, we can
meet our customers' needs across the entire real estate spectrum."

         In addition to the real estate brokerage operation, Prudential Florida
Realty provides title and mortgage services through its Sunbelt Title Agency and
Preferred Florida Mortgages subsidiaries. It has built international sales and
relocation divisions to take advantage of growing migration of businesses and
individuals to Florida.

         "Joining St. Joe is a tremendous growth opportunity for the entire
Prudential Florida Realty family," Prudential Florida Realty chairman and chief
executive officer Richard W. Cope said. "The real strength of Prudential Florida
Realty is our exceptional branch managers, brokers and agents who make it all
happen. This very talented team will now become a significant part of the
dynamic real estate opportunities being created by St. Joe." Cope will remain
the CEO of the new St. Joe subsidiary.

         The Prudential Florida Realty's gross revenues have risen steadily
since the company became independent, growing from $71 million in 1991 to $139
million in 1997. Last year, the company participated in more than 29,000
transaction sides with a market value of more than $4.9 billion. "We see
significant growth opportunities in real estate sales, relocation services,
title services, mortgage services and entry into new markets," Cope said.

         The proposed transaction is subject to the execution of a definitive
agreement and appropriate corporate, franchisor and governmental approvals. This
proposed transaction does not involve any other real estate organization
including other Prudential franchisees in Florida.

         The above discussion contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Exchange Act, as amended. Such statements are based on current
expectations and are subject to certain risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize or should the
underlying assumptions prove incorrect, the company's actual performance may
differ materially from that indicated or suggested by any forward-looking
statement contained herein.

         St. Joe, a publicly held company based in Jacksonville, is Florida's
largest private land owner and is engaged in the development of master-planned
communities, commercial and industrial facilities, resorts and location-based
entertainment. St. Joe also has interests in timber and transportation.

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