UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

(Check one):		þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR
		o Form N-CSR
		For Period Ended: December 31, 2010
		o      Transition Report on Form 10-K
		o      Transition Report on Form 20-F
		o       Transition Report on Form 11-K
		o       Transition Report on Form 10-Q
		o       Transition Report on Form N-SAR
		For the Transition Period Ended:

          If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:                

PART I — REGISTRANT INFORMATION

The St. Joe Company
Full Name of Registrant
Former Name if Applicable

133 South WaterSound Parkway
Address of Principal Executive Office (Street and Number)

WaterSound, FL 32413
City, State and Zip Code

 

 

PART II — RULES 12b-25(b) AND (c)

          If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

		þ			(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
		þ			(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
					(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

          State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period:

          The St. Joe Company (the “Company”) was unable to file its Form 10-K for the fiscal year ended December 31, 2010 by the prescribed filing date of March 1, 2011 without unreasonable effort and expense. The Company has been working with its independent registered public accounting firm to finalize its Form 10-K disclosures and certain internal control matters. We expect to file the Form 10-K on or before March 3, 2011.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

William S. McCalmont		(850)		588-2250
(Name)		(Area Code)		(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes þ     No o

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes o     No þ

The St. Joe Company

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

ATTENTION

     Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).