8-K

                                  UNITED STATES
                       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)
                        August 28, 2002 (August 28, 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 7.    Financial Statements and Exhibits.

         (c)  Exhibits.

              The following exhibits are furnished as part of this report:

              Exhibit 99.1    Certification of Chief Executive Officer Pursuant
                              to 18 U.S.C. Section 1350, as Adopted Pursuant to
                              Section 906 of the Sarbanes-Oxley Act of 2002

              Exhibit 99.2    Certification of Vice President - Finance Pursuant
                              to 18 U.S.C. Section 1350, as Adopted Pursuant to
                              Section 906 of the Sarbanes-Oxley Act of 2002


Item 9.  Regulation FD Disclosure.

         In accordance with General Instruction B.2 of Form 8-K, the following
information, including Exhibits 99.1 and 99.2, shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such
information and Exhibits be deemed incorporated by reference in any filing under
the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such a filing.

         On August 28, 2002, the registrant filed with the SEC an amended
Annual Report on Form 10-K/A No. 2 for the year ended December 31, 2001 to
insert a disclosure of a $200,000 loan to an executive officer that was
inadvertently omitted from previous filings. In connection with the filing of
the amended Annual Report on Form 10-K/A No. 2, on August 28, 2002, the Chief
Executive Officer and the Vice President - Finance of the registrant each signed
a Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (collectively, the
"Certifications"). The Certifications were submitted to the SEC on August 28,
2002 as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. Copies of the Certifications are attached
hereto as Exhibits 99.1 and 99.2.



                                   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: August 28, 2002                   By: /S/ RICHARD C. NORRIS
                                            ---------------------------------
                                            Richard C. Norris
                                            Vice President-Finance,
                                            Secretary and Treasurer

EX-99.77Q1

                                                                    Exhibit 99.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Annual Report on Form 10-K/A No. 2 of St. Mary
Land & Exploration Company (the "Company") for the year ended December 31,
2001 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Mark A. Hellerstein, Chief Executive Officer of the Company,
hereby certify, pursuant to and solely for the purpose of 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, to the best of my
knowledge and belief, that:

        (1)      The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
and

       (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

/S/ MARK A. HELLERSTEIN

Mark A. Hellerstein
Chief Executive Officer
August 28, 2002

EX-99.77Q1

                                                               Exhibit 99.2

                    CERTIFICATION OF VICE PRESIDENT - FINANCE
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Annual Report on Form 10-K/A No. 2 of St. Mary
Land & Exploration Company (the "Company") for the year ended December 31,
2001 as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Richard C. Norris, Vice President - Finance of the Company,
hereby certify, pursuant to and solely for the purpose of 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, to the best of my
knowledge and belief, that:

         (1)      The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

/S/ RICHARD C. NORRIS
Richard C. Norris
Vice President - Finance
(principal financial officer)
August 28, 2002