13D Filing: Fairholme (FAIRX) and St Joe Co (JOE)

CUSIP No.

790148100

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Bruce R. Berkowitz

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)

[__]

(b)

[X]

3.

SEC USE ONLY

4.

SOURCE OF FUNDS*

AF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

[_]

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

23,364,702

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

[_]

25,128,057

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING

PERSON

25,128,057

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES*

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

34.9%

14.

TYPE OF REPORTING PERSON*

IN, HC