8-K

                       SECURITIES 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)
                         March 21, 2002 (March 20, 2002)

                       ST. MARY LAND & EXPLORATION COMPANY
             (Exact name of registrant as specified in its charter)

          Delaware                     000-20872                 41-0518430
 (State or other jurisdiction         (Commission             (I.R.S Employer
      of incorporation)                File Number)          Identification No.)


             1776 Lincoln Street, Suite 1100, Denver, Colorado 80203
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (303) 861-8140


                                 Not applicable
         (Former name or former address, if changed since last report.)








 Item 5. Other Events

                On March 20, 2002, the registrant issued a press release
         entitled "St. Mary Announces Completion of Private Placement of 5.75%
         Senior Convertible Notes." A copy of this press release is attached
         hereto as Exhibit 99.1.


Item 7.  Financial Statements and Exhibits.

    (c)  Exhibits.

              The following exhibit is furnished as part of this report:

              Exhibit 99.1   Press release of St. Mary Land & Exploration
                             Company dated March 20, 2002.








                                   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. MARY LAND & EXPLORATION COMPANY

Date: March 21, 2002             /s/ RICHARD C. NORRIS
                                 -----------------------------------
                                 Richard C. Norris
                                 Vice President-Finance, Secretary and Treasurer

EX-99.77Q1

                                                          Exhibit 99.1

                                                          For Information
                                                          ---------------
                                                          Mark A. Hellerstein
                                                          Robert T. Hanley
                                                          Richard C. Norris


               ST. MARY ANNOUNCES COMPLETION OF PRIVATE PLACEMENT
                        OF 5.75% SENIOR CONVERTIBLE NOTES

DENVER, March 20, 2002 -- ST. MARY LAND & EXPLORATION COMPANY (Nasdaq: MARY)
announced today that it has completed the previously announced private placement
of 5.75% senior convertible notes due 2022. The total principal amount of notes
issued was $100 million, which reflects the exercise by the initial purchasers
of an option to purchase an additional $25 million of the notes.

The notes are convertible into St. Mary common stock at the option of the
holders at a conversion price of $26.00 per share. The notes are general
unsecured obligations, ranking on a parity in right of payment with all of St.
Mary's existing and future unsecured senior indebtedness and St. Mary's other
general unsecured obligations, and senior in right of payment to all of St.
Mary's future subordinated indebtedness. St. Mary may redeem the notes at its
option in whole or in part beginning on March 20, 2007 at 100% of their
principal amount plus accrued and unpaid interest. Holders may require St. Mary
to repurchase all or part of the notes on March 20, 2007, March 15, 2012 and
March 15, 2017 at a repurchase price of 100% of their principal amount plus
accrued and unpaid interest. On March 20, 2007, St. Mary may pay the repurchase
price in cash, in shares of its common stock, or in any combination of cash and
common stock. On March 15, 2012 and March 15, 2017, St. Mary must pay the
repurchase price in cash. In addition, the notes contain certain repurchase
provisions upon a change of control of St. Mary.

St. Mary intends to use the net proceeds of the private placement to fund a
portion of its 2002 capital expenditures budget. Pending this use, St. Mary has
repaid outstanding borrowings under its revolving bank credit facility. This
press release is being issued pursuant to and in accordance with Rule 135c under
the Securities Act of 1933.

This press release shall not constitute an offer to sell nor a solicitation of
an offer to buy any of these securities. The notes and the common stock issuable
upon conversion of the notes have not been registered under the Securities Act
of 1933 or any state securities laws and were offered only to qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933.
Unless so registered, the notes and common stock issued upon conversion of the
notes may not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act of 1933 and
applicable state securities laws.

This press release contains forward looking statements within the meaning of
federal securities laws. The word "intends" and similar expressions are intended
to identify forward looking statements. These statements involve known and
unknown risks, which may cause St. Mary's actual results to differ materially
from results expressed or implied by the forward looking statements. These risks
include such factors as the volatility and levels of oil and natural gas prices,
and other matters discussed under the "Risk Factors" section of St. Mary's 2001
Annual Report on Form 10-K filed with the SEC. Although St. Mary may from time
to time voluntarily update its forward looking statements, it disclaims any
commitment to do so except as required by federal securities laws.

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