8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)
                           May 30, 2002 (May 23, 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              (IRS 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 4.  Changes in Registrant's Certifying Accountant.

         On May 23, 2002, St. Mary Land & Exploration Company ("St. Mary")
dismissed Arthur Andersen LLP ("Andersen") as St. Mary's independent
accountants. The St. Mary audit committee and board of directors approved this
dismissal.

         Andersen's reports on St. Mary's financial statements for the last two
fiscal years did not contain an adverse opinion or a disclaimer of opinion, and
were not qualified or modified as to uncertainty or audit scope. In addition,
there were no modifications as to accounting principles except that the audit
report of Andersen for the fiscal year ended December 31, 2001 contained an
explanatory paragraph with respect to the change in the method of accounting for
derivative instruments effective January 1, 2001 as required by the Financial
Accounting Standards Board.

         During the two most recent fiscal years and the interim period from
January 1, 2002 to the date of the dismissal of Andersen on May 23, 2002, there
were no disagreements between St. Mary and Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which if not resolved to the satisfaction of Andersen would have
caused them to make reference to the subject matter thereof in connection with
their reports.

         As required under Securities and Exchange Commission rules, St. Mary
has provided Andersen with a copy of the disclosures that St. Mary is making
under this Item 4 and requested that Andersen furnish St. Mary with a letter
addressed to the Securities and Exchange Commission stating whether Andersen
agrees with the statements made by St. Mary under this Item 4 and, if not,
stating the respects in which it does not agree. Such letter by Andersen stating
its agreement with the statements as to Andersen under this Item 4 is furnished
as Exhibit 16.1 to this report.

Item 7.  Financial Statements and Exhibits.

         (c) Exhibits.

         The following exhibit is furnished as part of this report:

         Exhibit
           No.         Description
         -------       -----------

           16.1        Letter by Arthur Andersen LLP to the Securities and
                       Exchange Commission dated May 28, 2002


                                    SIGNATURE

         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:  May 30, 2002                     By: /S/ RICHARD C. NORRIS
                                           ---------------------------------
                                            Richard C. Norris
                                            Vice President - Finance

Exhibit 16.1

EX-16

                                                                   Exhibit 16.1

                                                            Andersen

                                                            Arthur Andersen LLP
                                                            Suite 3100
                                                            1225 17th Street
                                                            Denver CO 80202-5531

                                                            Tel 303 295 1900
                                                            Fax 303 291 9200

May 28, 2002                                                www.andersen.com

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sir or Madam:

We have read Item 4 included in the Form 8-K dated May 23, 2002 of St. Mary
Land & Exploration Company to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein as they
relate to Arthur Andersen LLP.

Very truly yours,

/S/ ARTHUR ANDERSEN LLP




cc: Mr. Richard C. Norris
    Vice President - Finance
    St. Mary Land & Exploration Company