8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported): August 5, 2008

THE ST. JOE COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Florida	1-10466	59-0432511
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

245 Riverside Avenue, Suite 500 Jacksonville, FL	32202
(Address of Principal Executive Offices)	(Zip Code)

(904) 301-4200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 5, 2008, The St. Joe Company (the "Company") issued a press release announcing the Company’s financial results for the quarter ended June 30, 2008.  A copy of the press release is furnished with this Form 8-K as Exhibit 99.1.

Also furnished herewith as Exhibit 99.2 are tables containing certain additional information regarding the results of operations of the Company for the quarter ended June 30, 2008.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

99.1      Press Release dated August 5, 2008

99.2      Additional information tables for the quarter ended June 30, 2008

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.

		THE ST. JOE COMPANY
Date:	August 5, 2008	By:	/s/ William S. McCalmont
				William S. McCalmont
				Chief Financial Officer

EX-99.1

Exhibit 99.1

The St. Joe Company Reports Second Quarter 2008 Financial Results

JOE Positions Itself for Future Real Estate Recovery

Continues Focus on Implementation of Strategic Plan

JACKSONVILLE, Fla.--(BUSINESS WIRE)--August 5, 2008--The St. Joe Company (NYSE:JOE) today announced a Net Loss for the second quarter 2008 of $(20.8) million, or $(0.23) per share, compared to Net Income of $25.3 million, or $0.34 per share, for the second quarter of 2007, a decrease of $46.1 million. All per share references in this release are presented on a diluted basis.

JOE’s second quarter results included the following significant charges:

• $29.9 million pre-tax, or $0.20 per share after-tax, related to a loss on the early extinguishment of debt in conjunction with the prepayment of JOE’s senior notes;
• Pre-tax restructuring of $2.5 million, or $0.02 per share after-tax;
• Pre-tax impairment of $1.0 million, or $0.01 per share after-tax, associated with certain of JOE’s communities and the write-down of a homebuilder note receivable; and
• $1.9 million pre-tax loss, or $0.01 per share after-tax, related to a fair value adjustment on retained interests of monetized installment notes.

Net income for the first half of 2008 was $11.2 million, or $0.13 per share, compared to $45.0 million, or $0.61 per share, for the first half of 2007. Included in results for the first six months of 2008 were the following significant charges:

• $29.9 million pre-tax, or $0.21 per share after-tax, related to a loss on the early extinguishment of debt;
• Pre-tax restructuring of $3.0 million, or $0.02 per share after-tax;
• Pre-tax impairment of $3.2 million, or $0.02 per share after-tax; and
• $1.9 million pre-tax loss on the monetization of installment notes, or $0.01 per share after-tax.

Results for the second quarter and for the first six months of 2007 included the pre-tax gain of $7.6 million, or $0.06 per share after-tax, reported in continuing operations related to the sale of three buildings in which we have continuing involvement and the pre-tax gain on the sale of 14 buildings reported in discontinued operations totaling $37.6 million, or $0.32 per share after-tax.

Second Quarter Highlights

JOE’s real estate markets remain challenging. As a result, during the second quarter JOE implemented the following steps:

• JOE completed the prepayment of its $240 million senior notes, virtually eliminating our debt;
• JOE significantly reduced its employee headcount and its annual payroll expense run rate;
• JOE sold non-strategic rural lands for a total of $39.0 million; and
• JOE successfully implemented its succession plan in May, with Britt Greene assuming the role of CEO and Peter Rummell continuing as chairman.

Concurrently, JOE positioned itself to benefit from the return of a healthier real estate market:

• JOE commenced resort operations at WindMark Beach and launched a national promotion of the resort with its strategic partner, Southern Progress Corporation, publishers of Southern Living and Coastal Living magazines;
• The State of Florida appropriated additional funds that can be used to extend the runway length and improve highway access to the new Panama City – Bay County International Airport; and
• Construction of the new airport continues on schedule and on budget.

“With continuing economic weakness in the national economy, our northern Florida real estate markets face difficult conditions,” said JOE’s president and CEO Britt Greene. “We cannot predict exactly when the national economy or our real estate markets will recover, but we are continuing to execute our strategic plan and keep JOE lean and efficient to better withstand these very difficult conditions. We have significantly reduced capital expenditures, virtually eliminated our debt and meaningfully reduced employee headcount.”

“We intend to be well positioned when real estate markets eventually return to health by providing a variety of real estate products for the cycle’s upturn,” said Greene. “This includes key parcels in Bay County near the new international airport now under construction, and WindMark Beach in Port St. Joe.”

Operating Results

Non-Strategic Rural Land Sales

During the fourth quarter of 2007, JOE announced it was marketing certain of its non-strategic rural lands for sale. During the quarter ended June 30, 2008, JOE sold 29,398 acres for a total of $39.0 million as a part of this program.

After the end of the quarter, JOE executed a contract for the sale of 67,365 acres of non-strategic rural conservation land in Liberty, Jefferson, Gulf and Franklin Counties. The sale will be closed in two transactions for a total price of $130.4 million. The first sale of 39,359 acres for $67.3 million is scheduled to be completed in the fourth quarter of this year. The second sale of 28,005 acres is scheduled for the second quarter of 2009 at a price of $63.1 million. These transactions are subject to ongoing due diligence review and customary closing conditions.

“We look forward to closing this sale and believe it represents good value for our shareholders,” said Greene. “At this time we do not expect to close any other large-tract land sales in 2008.”

Resort and Primary Residential Sales

Resort and primary residential sales generated $7.2 million in revenue in the second quarter. “The spring and summer selling season in our resort markets has not materialized as we had hoped,” said Greene. “Although we have seen significant resale activity in WaterColor and WaterSound Beach, the market remains challenged by high inventory and cautious buyers.”

“In the equally soft primary home market, builders are extending their takedown schedules and seeking contract modifications to reflect the current market conditions,” said Greene. “We are in discussions with the builders at RiverTown, SouthWood and Victoria Park concerning their contractual commitments.”

Commercial Land Sales

“Commercial markets also remain weak,” said Greene. “Although longer-term interest in Northwest Florida continues to be strong, the timing of commercial closings is being impacted by the national slowdown in retail.”

After the close of the second quarter, JOE and Glimcher Realty Trust entered into a strategic partnership to develop an anchored retail shopping center across from Pier Park along Highway 98 in Panama City Beach. JOE and Glimcher will jointly develop 58 acres that will be marketed to large national retail outlets. The agreement is subject to minimum leasing requirements, financing and other customary conditions.

WestBay Development

Construction continues on the relocation of the Panama City-Bay County International Airport in WestBay. All clearing has been completed on the 1,330-acre Phase I of the airport, including all wetland impacts, as authorized by federal and state permits. Over 1.8 million cubic yards of material have been excavated and redistributed over the site. The two-mile main airport entry road is nearing completion and is now carrying construction traffic. Two legal challenges to the relocation of the airport remain pending; however, neither is currently affecting construction.

The local Airport Authority has indicated that the initial phase of the new international airport is scheduled to open in mid-2010.

During the second quarter, the State of Florida appropriated an additional $4.5 million in funding for the construction of additional operational enhancements for the airport. These funds would be available to extend the primary runway length from 8,400 feet to 10,000 feet, subject to customary approvals and permits.

The State of Florida also appropriated $7.5 million to improve airport access by creating an east-west corridor from State Road 77 in Bay County to U.S. Highway 98 in Walton County that would include a realignment of County Road 388. The appropriation is to be used to initiate the necessary project studies. If the project proceeds, the Florida Department of Transportation would use a portion of the right of way purchased from JOE in 2006 for the road project.

The primary north-south access road for the airport, State Road 79, is now being widened to four lanes from West Bay north to State Road 20, and plans suggest that eventually it will be widened to four lanes to Interstate Highway 10.

Commitment to a Solid Balance Sheet

At June 30, 2008, JOE had cash and marketable securities of $74.0 million, compared to debt of $54.2 million, which includes $29.8 million of defeased debt. On April 4, 2008, JOE paid off $240 million of senior notes along with a $29.7 million make-whole payment with the proceeds of the first-quarter equity offering.

“JOE is committed to maintaining a strong balance sheet and continuing to reduce SG&A expenses,” said CFO William McCalmont. “We fully understand the importance of operating with extreme efficiency, and we are evaluating all expenditures and strategic initiatives to ensure we are well prepared when the real estate environment improves. With our strong balance sheet and cash position, we are prepared to withstand this prolonged downturn and will continue to prudently manage our inventory and assets to preserve long-term shareholder value.”

In the second quarter, JOE announced staff reductions that included the elimination of approximately 30 positions and the accelerated departure of approximately 10 additional employees. As a result, the company expects to reduce its projected salary run rate for the fourth quarter 2008 by over 40 percent, compared with the same quarter in 2007.

Land Holdings and Entitlements

On June 30, 2008, JOE owned approximately 608,000 acres, concentrated primarily in Northwest Florida. Approximately 426,000 acres, or 70 percent, of JOE’s total land holdings, are within 15 miles of the coast of the Gulf of Mexico.

On June 30, 2008, JOE’s land-use entitlements in hand or in process totaled approximately 45,600 residential units and approximately 14.4 million square feet of commercial space, as well as an additional 612 acres with land-use entitlements for commercial uses.

FINANCIAL DATA ($ in millions except per share amounts) Consolidated Results
	Quarter Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Revenues
Real estate sales	$	46.8		$	89.4		$	148.1		$	171.9
Timber sales		6.4			6.7			14.1			11.5
Rental revenue		0.4			1.0			0.6			1.9
Other revenues		14.1			13.6			21.7			20.4
Total revenues		67.7			110.7			184.5			205.7
Expenses
Cost of real estate sales		20.6			66.5			39.5			92.9
Cost of timber sales		4.9			5.4			9.8			9.8
Cost of rental revenue		0.1			0.7			0.2			1.3
Cost of other revenues		13.8			12.3			24.1			20.8
Other operating expenses		13.4			16.1			28.8			30.8
Corporate expense, net		9.4			9.1			18.0			17.2
Restructuring charge		2.5			(0.2	)		3.0			3.0
Impairment losses		1.0			--			3.2			--
Depreciation and amortization		4.5			4.6			9.2			9.6
Total expenses		70.2			114.5			135.8			185.4
Operating profit		(2.5	)		(3.8	)		48.7			20.3
Other income (expense)		(29.9	)		3.0			(31.7	)		3.9
Pretax income (loss) from continuing operations		(32.4	)		(0.8	)		17.0			24.2
Income tax (expense) benefit		11.7			0.4			(6.0	)		(5.8	)
Minority interest income (expense)		0.1			(0.4	)		0.5			(0.8	)
Equity (loss) in income of unconsolidated affiliates		(0.1	)		0.1			(0.2	)		1.0
Discontinued operations, net of tax		( 0.1	)		26.0			(0.1	)		26.4
Net income	$	(20.8	)	$	25.3		$	11.2		$	45.0
Net income per share	$	(0.23	)	$	0.34		$	0.13		$	0.61
Weighted average shares		91,236,851			73,777,169			85,575,590			74,279,799

Revenues by Segment
	Quarter Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Residential
Real estate sales	$	7.2	$	30.8	$	17.1	$	61.0
Rental revenue		0.4		0.4		0.6		0.6
Other revenues		14.1		13.5		21.7		20.3
Total Residential		21.7		44.7		39.4		81.9
Commercial
Real estate sales		0.6		5.7		0.9		11.3
Rental revenue		--		0.6		--		1.3
Other revenues		--		0.1		--		0.1
Total Commercial		0.6		6.4		0.9		12.7
Rural Land sales		39.0		52.9		130.1		99.6
Forestry sales		6.4		6.7		14.1		11.5
Total revenues	$	67.7	$	110.7	$	184.5	$	205.7

Summary Balance Sheet
	June 30, 2008		December 31, 2007
Assets
Investment in real estate	$	947.6	$	944.5
Cash and cash equivalents		44.2		24.3
Pledged treasury securities		29.8		30.7
Notes receivable		133.6		56.3
Prepaid pension asset		112.7		109.3
Property, plant and equipment, net		21.6		23.7
Other assets		92.7		67.0
Assets held for sale		6.5		8.1
Total assets	$	1,388.7	$	1,263.9
Liabilities and Stockholders’ Equity
Debt	$	54.2	$	541.2
Accounts payable, accrued liabilities		134.5		152.3
Deferred income taxes		116.8		83.5
Liabilities of assets held for sale		0.3		0.3
Total liabilities		305.8		777.3
Minority interest		3.8		6.3
Total stockholders’ equity		1,079.1		480.3
Total liabilities and stockholders’ equity	$	1,388.7	$	1,263.9

Debt Schedule
	June 30, 2008			December 31, 2007
Senior revolving credit facility	$	--		$	132.0
Senior notes		--			240.0
Term loan		--			100.0
Debt unsecured or secured by properties or securities		54.2 (1	)		69.2 (1	)
Total debt	$	54.2		$	541.2
(1) Includes debt defeased in connection with the sale of our office portfolio in the amounts of $29.8 million at June 30, 2008 and $30.7 million at December 31, 2007.

Additional Information

Additional information with respect to the Company’s results for the second quarter 2008 will be made available in a Form 8-K and Form 10-Q that will be filed with the Securities and Exchange Commission today.

Conference Call Information

On August 5, 2008, at 10:30 a.m. (EDT), JOE will host an interactive conference call to review the company’s results for the quarter ended June 30, 2008.

To participate in the call, please phone 888-600-4885 (for domestic calls from the United States) or 913-312-0385 (for international calls) approximately ten minutes before the scheduled start time. You will be asked for a Confirmation Code which is 9302446. Approximately three hours following the call, you may access a replay of the call by phoning 888-203-1112 (domestic) or 719-457-0820 (international) using access code 9302446. The replay will be available for one week.

JOE will also web cast the conference call live over the internet in a listen-only format. Listeners can participate by visiting the company’s web site at www.joe.com. Access will be available 15 minutes prior to the scheduled start time. A replay of the conference call will be posted to the JOE web site approximately three hours following the call. The replay of the call will be available for one week.

About JOE

The St. Joe Company (NYSE:JOE), a publicly held company based in Jacksonville, is one of Florida’s largest real estate development companies. We are primarily engaged in real estate development and sales, with significant interests in timber. Our mission is to create places that inspire people and make JOE’s Florida an even better place to live, work and play. We’re no ordinary JOE.

More information about JOE can be found at our web site at www.joe.com.

Forward-Looking Statements

We have made forward-looking statements in this earnings release pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements in this release that are not historical facts are forward-looking statements. You can find many of these forward-looking statements by looking for words such as “intend”, “anticipate”, “believe”, “estimate”, “expect”, “plan”, “should”, “forecast” or similar expressions. In particular, forward-looking statements include, among others, statements about the following:

• 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 closings 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.

Forward-looking statements are not guarantees of future performance. You are cautioned not to place undue reliance on any of these forward-looking statements. These statements are made as of the date hereof based on our current expectations, and we undertake no obligation to update the information contained in this release. New information, future events or risks may cause the forward-looking events we discuss in this earnings release not to occur.

Forward-looking statements are subject to numerous assumptions, risks and uncertainties. Factors that could cause actual results to differ materially from those contemplated by a forward-looking statement include the risk factors described in our annual report on Form 10-K for the year ended December 31, 2007 and our quarterly reports on Form 10-Q, as well as, among others, the following:

• 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;
• 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 to the book 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.

The foregoing list is not exhaustive and should be read in conjunction with other cautionary statements contained in our periodic and other filings with the Securities and Exchange Commission.

© 2008, The St. Joe Company. “St. Joe,” “JOE,” and the "Taking Flight" design are service marks of The St. Joe Company.

CONTACT:
The St. Joe Company, Jacksonville
JOE Media Contact: Jerry M. Ray, 904-301-4430
jray@joe.com
or
JOE Investor Contact: David Childers, 904-301-4302
dchilders@joe.com

EX-99.2

Exhibit 99.2

Table 1 Summary of Land-Use Entitlements (1) Active JOE Residential and Mixed-Use Projects June 30, 2008
Project	Class.(2)	County	Project Acres	Project Units(3)	Residential Units Closed Since Inception	Residential Units Under Contract as of 6/30/08	Total Residential Units Remaining	Remaining Commercial Entitlements (Sq. Ft.)(4)
In Development: (5)
Artisan Park (6)	PR	Osceola	175	618	577	1	40	--
Cutter Ridge	PR	Franklin	10	25	--	--	25	--
Hawks Landing	PR	Bay	88	168	129	--	39	--
Landings at Wetappo	RR	Gulf	113	24	7	--	17	--
Palmetto Trace	PR	Bay	141	481	480	--	1	--
PineWood	PR	Bay	104	264	--	--	264	--
RiverCamps on Crooked Creek	RS	Bay	1,491	408	188	--	220	--
RiverSide at Chipola	RR	Calhoun	120	10	2	--	8	--
RiverTown	PR	St. Johns	4,170	4,500	30	--	4,470	500,000
SevenShores	VAR	Manatee	192	686	--	--	686	9,000
SouthWood	VAR	Leon	3,370	4,770	2,243	300	2,227	4,577,360
St. Johns Golf & Country Club	PR	St. Johns	880	799	798	--	1	--
SummerCamp Beach	RS	Franklin	762	499	81	--	418	25,000
Victoria Park	VAR	Volusia	1,859	4,200	1,406	81	2,713	818,654
WaterColor	RS	Walton	499	1,140	885	--	255	47,600
WaterSound	VAR	Walton	2,425	1,432	22	--	1,410	457,380
WaterSound Beach	RS	Walton	256	511	440	3	68	29,000
WaterSound West Beach	RS	Walton	62	199	35	1	163	--
Wild Heron (7)	RS	Bay	17	28	1	--	27	--
WindMark Beach	RS	Gulf	2,020	1,662	135	--	1,527	75,000
Subtotal			18,754	22,424	7,459	386	14,579	6,538,994
In Pre-Development: (5)
Avenue A	PR	Gulf	6	96	--	--	96	--
Bayview Estates	PR	Gulf	31	45	--	--	45	--
Bayview Multifamily	PR	Gulf	20	300	--	--	300	--
Beacon Hill	RR	Gulf	3	12	--	--	12	--
Beckrich NE	PR	Bay	15	70	--	--	70	--
Boggy Creek	PR	Bay	630	526	--	--	526	--
Bonfire Beach	RS	Bay	550	750	--	--	750	70,000
Breakfast Point, Phase 1	VAR	Bay	115	320	--	--	320	--
Carrabelle East	PR	Franklin	200	600	--	--	600	--
College Station	PR	Bay	567	800	--	--	800	--
DeerPoint Cedar Grove	PR	Bay	668	950	--	--	950	--
East Lake Creek	PR	Bay	81	313	--	--	313	--
East Lake Powell	RS	Bay	181	360	--	--	360	30,000
Howards Creek	RR	Gulf	8	33	--	--	33	--
Laguna Beach West	PR	Bay	59	382	--	---	382	--
Long Avenue	PR	Gulf	10	30	--	--	30	--
Palmetto Bayou	PR	Bay	58	217	--	--	217	90,000
ParkSide	PR	Bay	48	480	--	--	480	--
Pier Park NE	VAR	Bay	57	460	--	--	460	190,000
Pier Park Timeshare	RS	Bay	13	125	--	--	125	--
Port St. Joe Draper, Phase 1	PR	Gulf	639	1,200	--	--	1,200	--
Port St. Joe Draper, Phase 2	PR	Gulf	981	2,125	--	--	2,125	150,000
Port St. Joe Town Center	VAR	Gulf	180	624	--	--	624	500,000
Powell Adams	RS	Bay	56	2,520	--	--	2,520	--
Sabal Island	RS	Gulf	45	18	--	--	18	--
South Walton Multifamily	PR	Walton	40	212	--	--	212	--
St. James Island Granite Point	RS	Franklin	1,000	2,000	--	--	2,000	--
Star Avenue North	VAR	Bay	271	1,248	--	--	1,248	380,000
The Cove	RR	Gulf	64	107	--	--	107	--
Timber Island (8)	RS	Franklin	49	407	--	--	407	14,500
Topsail	VAR	Walton	115	627	--	--	627	300,000
Wavecrest	RS	Bay	7	95	--	--	95	--
WestBay Corners SE	VAR	Bay	100	524	--	--	524	50,000
WestBay Corners SW	PR	Bay	64	160	--	--	160	--
WestBay DSAP	VAR	Bay	15,089	5,628	--	--	5,628	4,330,000
WestBay Landing (9)	VAR	Bay	950	214	--	--	214	--
Subtotal			22,970	24,578	--	--	24,578	6,104,500
Total			41,724	47,002	7,459	386	39,157	12,643,494

(1)	A project is deemed land-use entitled when all major discretionary governmental land-use approvals have been received. Some of these projects may require additional permits for development and/or build-out; they also may be subject to legal challenge.
(2)	Current JOE land classifications:
	• PR – Primary residential.
	• RS – Resort and seasonal residential.
	• RR – Rural residential.
	• VAR – Includes multiple classifications. For example, a project may have substantial commercial and residential acres.
(3)	Project units represent the maximum number of units entitled or currently expected at full build-out. The actual number of units or square feet to be constructed at full build-out may be lower than the number entitled or currently expected.
(4)	Represents the remaining square feet with land-use entitlements as designated in a development order or expected given the existing property land use or zoning and present plans. Commercial entitlements include retail, office and industrial uses. Industrial uses total 6,128,381 square feet including SouthWood, RiverTown and the West Bay DSAP.
(5)	A project is “in development” when construction on the project has commenced. A project in “pre-development” has land-use entitlements but is still under internal evaluation or requires one or more additional permits prior to the commencement of construction.
(6)	Artisan Park is 74 percent owned by JOE.
(7)	In August 2007, we acquired certain home sites within the Wild Heron community.
(8)	Timber Island entitlements include seven residential units and 400 units for hotel or other transient uses (including units held with fractional ownership such as private residence clubs) and include 480 wet/dry marina slips.
(9)	West Bay Landing is a sub-project within WestBay DSAP.

Table 2

Proposed JOE Residential and Mixed-Use Projects
In the Land-Use Entitlement Process ⁽¹⁾
June 30, 2008

Project	Class (2)	County	Project Acres	Estimated Project Units (3)	Estimated Commercial Entitlements (Sq. Ft.) (3)
Breakfast Point, Phase 2	VAR	Bay	1,299	2,780	635,000
SouthSide	VAR	Leon	1,625	2,800	1,150,000
St. James Island McIntyre	RR	Franklin	1,704	340	--
St. James Island RiverCamps	RS	Franklin	2,500	500	--
Total			7,128	6,420	1,785,000

⁽¹⁾    A project is deemed to be in the land-use entitlement process when customary steps necessary for the preparation and submittal of an application, such as conducting pre-application meetings or similar discussions with governmental officials, have commenced and/or an application has been filed.  All projects listed have significant entitlement steps remaining that could affect their timing, scale and viability.  There can be no assurance that these entitlements will ultimately be received.

⁽²⁾      Current JOE land classifications:

• PR – Primary residential.
• RS – Resort and seasonal residential.
• RR – Rural residential.
• VAR – Includes multiple classifications. For example, a project may have substantial commercial and residential acres.  

 ⁽³⁾   The actual number of units or square feet to be constructed at full build-out may be lower than the number ultimately entitled.

Page 2

Table 3
Summary of Additional Commercial Land-Use Entitlements ⁽¹⁾
(Commercial Projects Not Included in Tables 1 and 2 Above)
Active JOE Commercial Projects
June 30, 2008

Project	County	Project Acres	Acres Sold Since Inception	Acres Under Contract As of 6/30/08	Total Acres Remaining
Airport Commerce	Leon	45	7	--	38
Alf Coleman Retail	Bay	25	23	--	2
Beach Commerce	Bay	157	151	--	6
Beach Commerce II	Bay	112	13	--	99
Beckrich Office Park	Bay	17	12	--	5
Beckrich Retail	Bay	44	41	--	3
Cedar Grove Commerce	Bay	51	3	4	44
Franklin Industrial	Franklin	7	--	--	7
Glades Retail	Bay	14	--	--	14
Gulf Boulevard	Bay	78	27	--	51
Hammock Creek Commerce	Gadsden	165	27	--	138
Mill Creek Commerce	Bay	37	--	--	37
Nautilus Court	Bay	11	7	--	4
Port St. Joe Commerce II	Gulf	39	9	--	30
Port St. Joe Commerce III	Gulf	50	--	--	50
Port St. Joe Medical	Gulf	19	--	--	19
Powell Hills Retail	Bay	44	--	--	44
South Walton Commerce	Walton	38	17	--	21
Total		953	337	4	612

⁽¹⁾    A project is deemed land-use entitled when all major discretionary governmental land-use approvals have been received.  Some of these projects may require additional permits for development and/or build-out; they also may be subject to legal challenge.  Includes significant JOE projects that are either operating, under development or in the pre-development stage.

Table 4
Residential Real Estate
Sales Activity
Three Months Ended June 30,
($ in millions)

	2008							2007
	Number of Units Closed	Revenue		Cost of Sales (1)		Gross Profit		Number of Units Closed	Revenue		Cost of Sales (1)		Gross Profit
Home Sites (2)	6	$	1.5	$	0.8	$	0.7	94	$	16.6	$	7.5	$	9.1
Homes (3)	12		5.7		5.4		0.3	24		14.1		10.9		3.2
Total	18	$	7.2	$	6.2	$	1.0	118	$	30.7	$	18.4	$	12.3

⁽¹⁾      Cost of sales for home sites in the second quarter of 2008 consisted of $0.7 million in direct costs, less than $0.1 million in selling costs and $0.1 million in indirect costs.  Cost of sales for home sites in the second quarter of 2007 consisted of $6.1 million in direct costs, $0.6 million in selling costs and $0.8 million in indirect costs.  Cost of sales for homes in the second quarter of 2008 consisted of $3.9 million in direct costs, $0.3 million in selling costs and $1.2 million in indirect costs.  Cost of sales for homes in the second quarter of 2007 consisted of $7.6 million in direct costs, $0.8 million in selling costs and $2.5 million in indirect costs.

⁽²⁾      Profit has been deferred as a result of continuing development obligations at SummerCamp Beach in 2008 and 2007 and WaterSound West Beach in 2007.  As a consequence, revenue recognition and closings may occur in different periods.

Page 3

⁽³⁾      Homes include single-family, multifamily and Private Residence Club (PRC) units.  Multifamily and PRC revenue is recognized, if preconditions are met, on a percentage-of-completion basis.  As a consequence, revenue recognition and closings may occur in different periods.  Paseos and Rivercrest, two joint ventures 50 percent owned by JOE, are not included; sales are complete at both of these communities.

Table 5
Residential Real Estate
Units Placed Under Contract
Three Months Ended June 30,

	2008	2007	Percentage Change
Home Sites	10	258	(96.1) %
Homes (1)	13	13	-- %
Total	23	271	(91.5) %

⁽¹⁾  Homes include single-family homes, multifamily and PRC units.  Paseos and Rivercrest, two unconsolidated joint ventures, are not included; sales are complete at both of these communities.

Table 6
Residential Real Estate
   Backlog ⁽¹⁾
($ in millions)

	June 30, 2008		June 30, 2007
	Units	Revenues	Units	Revenues
Home Sites	85	$4.7	171	$6.9
Homes	1	0.4	10	4.3
Total	86	$5.1	181	$11.2

⁽¹⁾  Backlog represents units under contract but not yet closed.

Page 4

Table 7
Residential Real Estate
National Homebuilder Summary
of Home Site Commitments and Purchases

Activity During the
Three Months Ended June 30, 2008

	3/31/08 Commitments (1)	Closed	Average Price Closed Units	Change in Commitments	6/30/2008 Commitments
Beazer Homes
Laguna West	232	--	--	--	232
SouthWood	20	--	--	--	20
Shea Homes
Victoria Park	618	--	--	--	618
David Weekley Homes
RiverTown	84	--	--	--	84
SouthWood	106	--	--	--	106
American Home Builders
RiverTown	59	--	--		59
Cornerstone Homes
RiverTown	23	--	--	--	23
Issa Homes
RiverTown	66	--	--	--	66
Lakeridge Homes
Victoria Park	--	--	--	--	--
Total	1,208	--		--	1,208

⁽¹⁾   Includes agreements with minimal down payments.  Homebuilders may be more willing to delay or cancel commitments if they have only minimal down payments at risk.

Page 5

Table 8

Residential Real Estate Sales Activity

Three Months Ended June 30,

($ in thousands)

	2008						2007
	Units Closed	Avg. Price		Accepted (1)	Avg. Price		Units Closed	Avg. Price		Accepted (1)		Avg. Price
Artisan Park (2)
Single-Family Homes	--	$	--	--	$	--	8	$	643.5	1		$	625.0
Multifamily Homes	4		359.6	5		371.7	1		409.9	1			409.9
Hawks Landing
Home Sites	--		--	--		--	28		68.7	28			68.7
Palmetto Trace
Home Sites	--		--	--		--	3		83.5	3			83.5
Single-Family Homes	--		--	--		--	8		263.9	8			263.9
Port St. Joe Primary
Home Sites	--		--	--		--	3		64.2	3			64.2
RiverCamps at Crooked Creek
Home Sites	1		300.0	1		300.0	2		139.9	2			139.9
Single-Family Homes	1		550.0	1		550.0	--		--	--			--
Rivercrest (2)
Single-Family Homes	--		--	--		--	3		263.9	2			278.3
SevenShores
Multifamily Homes	--		--	--		--	--		--	(3	)		990.6
SouthWood
Home Sites	--		--	--		--	41		90.4	37			82.8
Single-Family Homes	--		--	--		--	1		264.0	1			264.0
St. Johns G &CC
Single-Family Homes	2		457.5	2		457.5	1		423.0	--			--
SummerCamp Beach
Home Sites	1		149.9	1		149.9	--		--	--			--
The Hammocks
Home Sites	--		--	--		--	1		79.0	1			79.0
Single-Family Homes	--		--	--		--	1		206.0	1			206.0
Victoria Park
Home Sites	1		82.9	1		82.9	--		--	168			38.1
Single-Family Homes	2		211.3	2		211.3	1		902.0	1			910.6
WaterColor
Home Sites	1		507.0	1		507.0	4		642.1	3			647.4
Single/Multifamily Homes	2		1,212.5	2		1,212.5	--		--	--			--
WaterSound
Home Sites	--		--	--		--	1		180.0	1			180.0
Single-Family Homes	--		--	--		--	--		--	1			1,325.0
WaterSound Beach
Home Sites	--		--	3		485.0	2		1,456.9	2			1,456.9
Single-Family Homes	--		--	--		--	3		1,494.7	2			1,774.4
WaterSound West Beach
Home Sites	2		187.6	3		191.1	8		327.8	9			317.1
WindMark Beach
Home Sites	--		--	--		--	1		253.9	1			253.9
Single-Family Homes	1		1,200.0	1		1,200.0	--		--	--			--
Total Home Sites	6	$	235.8	10	$	306.8	94	$	159.3	258		$	78.8
Total Single/Multifamily Homes	12	$	579.2	13	$	567.0	27	$	545.9	15		$	452.5

Page 6

⁽¹⁾         Contracts accepted during the quarter.  Contracts accepted and closed in the same quarter are also included as units closed.

  Average prices shown reflect variations in the product mix across time periods as well as price changes for similar product.

⁽²⁾        JOE owns 74 percent of Artisan Park and 50 percent of Rivercrest.  Sales from Rivercrest are not consolidated with the financial results of residential real estate.

Table 9
Commercial Land Sales
Three Months Ended June 30,
($ in thousands)

	Number of Sales	Acres Sold	Gross Sales Price		Average Price/Acre
2008
Northwest Florida	1	2	$	257	$	117
2007
Northwest Florida	6	24	$	4,970	$	207
Other	1	4		1,109		277
Total	7	28	$	6.079	$	217

Table 10
Rural Land Sales
Three Months Ended June 30,

	Number of Sales	Acres Sold	Gross Sales Price (in thousands)		Average Price/Acre
2008
Woodlands	4	29,398	$	39,010	$	1,328
2007
Woodlands	15	34,730		52,907		1,523

FINANCIAL DATA
($ in millions)

Quarterly Segment Pretax Income (Loss)
From Continuing Operations

	June 30, 2008			Mar 31, 2008			Dec 31, 2007			Sept 30, 2007			June 30, 2007			Mar 31, 2007			Dec 31, 2006			Sept 30, 2006			June 30, 2006
Residential	$	(13.3	)	$	(18.7	)	$	(11.4	)	$	(26.2	)	$	(1.0	)	$	(5.4	)	$	4.3		$	(7.6	)	$	17.2
Commercial		(0.5	)		(0.9	)		4.6			2.3			8.5			0.1			13.6			8.2			1.6
Rural Land sales		24.1			80.1			24.5			27.8			7.2			40.4			26.7			12.2			22.1
Forestry		(1.1	)		1.9			(1.9	)		1.3			0.9			0.1			1.5			1.0			0.7
Corporate and other		(41.6	)		(12.9	)		(11.0	)		(15.8	)		(16.4	)		(10.2	)		(18.9	)		(16.3	)		(17.2	)
Pretax income (loss) from continuing operations	$	(32.4	)	$	49.5		$	4.8		$	(10.6	)	$	(0.8	)	$	25.0		$	27.2		$	(2.5	)	$	24.4

Page 7

Discontinued Operations, Net of Tax

	Quarter Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Loss on sale of Saussy Burbank, net of tax	$	--		$	(0.1	)	$	--		$	(0.1)
Income from Saussy Burbank operations, net of tax		--			0.5			--			1.2
Income (loss) from office buildings, net of tax		--			1.8			--			1.3
Gain from sale of office buildings, net of tax		--			23.5			--			23.5
Income (loss) from Sunshine State Cypress operations, net of tax		(0.1	)		0.3			(0.1	)		0.5
Net income from discontinued operations	$	(0.1	)	$	26.0		$	(0.1	)	$	26.4

Other Income (Expense)

	Quarter Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Dividend and interest income	$	1.5		$	1.4		$	3.3		$	2.7
Interest expense		(0.1	)		(6.4	)		(3.6	)		(11.1	)
Gain on sale of office buildings		--			7.6			--			7.6
Other		(1.4	)		0.4			(0.8	)		4.7
Loss on early extinguishment of debt		(29.9	)		--			(30.6	)		--
Total	$	(29.9	)	$	3.0		$	(31.7	)	$	3.9

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