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): November 21, 1997
                                                        -----------------

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


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

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

Registrant's telephone number, including area code:       (904) 396-6600
                                                          --------------
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Item 5.  Other Events

Incorporated by reference is a press release issued by the Registrant on
November 21, 1997, attached as Exhibit 99, providing information concerning the
Registrant's announcement to not pursue its proposal to merge with Florida East
Coast Industries, which proposal was previously made in May of this year.

Item 7.  Financial Statements and Exhibits

(c) Exhibit
Exhibit 99 - Press release issued November 21, 1997


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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   November 24, 1997                       By: /s/Charles A. Ledsinger
       -------------------------                   -----------------------
                                               Senior Vice President
                                               Chief Financial Officer

EX-99

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For Immediate Release                                     Contact: Jerry M. Ray
 November 21, 1997                                                 904-858-2707


          ST. JOE CORPORATION WON'T PURSUE PROPOSAL TO MERGE WITH FECI

         Jacksonville, Florida -(November 21, 1997)- St. Joe Corporation (NYSE:
SJP) today notified the Board of Directors of Florida East Coast Industries
(FECI) (NYSE: FLA) that it has decided not to pursue its proposal, made earlier
this year, under which St. Joe and FECI would have merged and all shares of
FECI stock owned by others than St. Joe would have been exchanged for cash at
$102 per share.

         Charles A. Ledsinger, Jr., senior vice president and chief financial
officer of St. Joe, said, "We intend to be disciplined buyers, and we did not
believe a transaction could be accomplished at a price acceptable to St. Joe.
In any case, St. Joe will continue to own a controlling interest in FECI and
will remain actively involved in the business seeking new opportunities for
growth."

         "We are always looking for growth opportunities internally and  
externally," Ledsinger added. "It is not possible to predict where these
opportunities will arise, but I can say that St. Joe is a flexible, open-minded
company."

         There are currently approximately 9.1 million shares of FECI common
stock outstanding, of which St. Joe owns approximately 4.9 million shares or
54%.

         Florida East Coast Industries, based in Jacksonville, has interests in
real estate development and rail transportation. Its subsidiaries include the
Florida East Coast Railway, a freight carrier with approximately 442 miles of
track, principally between Miami and Jacksonville, and Gran Central
Corporation, which owns and manages approximately 19,000 acres of land in 14
Florida counties and also owns 55 buildings.

         St. Joe Corporation, a publicly held company also based in
Jacksonville, is Florida's largest private land owner and has interests in real
estate, timber, railroads, and sugar.

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