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)
                      December 16, 2002 (December 13, 2002)

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

         Delaware                     001-31539                  41-0518430
(State or other jurisdiction        (Commission               (I.R.S Employer
     of incorporation)              File Number)             Identification No.)


             1776 Lincoln Street, Suite 700, 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 and Regulation FD Disclosure

St. Mary Land &  Exploration  Company issued a press release on December 13,
2002,  announcing  that  through its wholly  owned  subsidiary  Nance  Petroleum
Corporation it had agreed to acquire oil and gas properties with an estimated 69
BCFE of proved reserves, 92% developed, from Flying J Oil & Gas Inc. and Big
West Oil &  Gas Inc. in exchange  for the issuance of a total of 3.4 million
restricted shares of St. Mary common stock. In addition,  St. Mary has agreed to
make a  non-recourse  loan to Flying J and Big West of $72 million at Libor plus
2% for up to a 39-month period  beginning at the closing,  which will be secured
by a pledge of the  shares of St.  Mary  stock  issued to Flying J and Big West.
During the  39-month  loan  period  Flying J and Big West can elect to put their
shares of St. Mary stock to the Company for $72 million plus accrued interest on
the loan (not to exceed 30 months of  interest),  and St. Mary can elect to call
the shares  for $98  million.  If either  the put  option or the call  option is
exercised,  the other  option  will  expire and the loan will become due at that
time, with the loan to be repaid from the put or call payment.

The number of St.  Mary shares to be issued and the loan,  put and call  amounts
are subject to proportionate  adjustments in the event of certain purchase price
adjustments  that may occur under the  acquisition  agreement as a result of due
diligence  matters.  The shares will be subject to contractual  restrictions  on
transfer  for a period  of two  years  from the  closing,  and St.  Mary will be
required to file a registration  statement for the resale of the shares and have
it declared  effective upon the expiration of the two-year period.  In addition,
there will be a  standstill  agreement  whereby  Flying J and Big West and their
affiliates  cannot increase their percentage  ownership of St. Mary for a period
of 30 months  after  the  closing.  St.  Mary has the  capacity  to fund the $72
million loan through borrowings under its bank credit facility.

The  acquisition  is expected to close  January 29,  2003,  upon  completion  of
customary due diligence.

The  properties to be acquired are located  primarily in the  Williston,  Powder
River and Green River basins and currently produce an estimated 2,100 barrels of
oil and 8,200 Mcf of gas per day or 20,800 MCFE per day,  which is equivalent to
15% of St. Mary's average daily  production  rate for the third quarter 2002. In
addition,   the  acquisition  will  include   approximately   500,000  acres  of
undeveloped oil and gas leases.  For calendar year 2003,  approximately  100% of
the estimated  oil  production is hedged at an average NYMEX price of $27.80 per
barrel, with a provision that eliminates the hedge on a month-to-month  basis in
the event the  average  monthly  NYMEX oil  price is below  $21.00  per  barrel.
Approximately 70% of the 2003 natural gas production is hedged using a CIG basis
collar  with a floor of $2.50 per MMBTU and a ceiling  of $5.93 per  MMBTU.  The
Company intends to hedge 100% of estimated 2004 production prior to closing.

This report contains 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  uncertain  nature of the  expected
benefits from the acquisition of oil and gas  properties,  the pending nature of
the  reported   acquisition   transaction   and  the  ability  to  complete  the
transaction,  the volatility and level of oil and natural gas prices, production
rates and reserve replacement,  reserve estimates, drilling and operating risks,
market  conditions for the acquisition of oil and gas  properties,  competition,
litigation,   environmental   matters,   the  potential   impact  of  government
regulations, 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 securities laws.

The press release of St. Mary Land &  Exploration Company dated December 13,
2002,  entitled "St. Mary Announces  Agreement to Acquire Oil and Gas Properties
from Flying J Oil &  Gas and Big West Oil &  Gas" 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 December 13, 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: December 16, 2002                  /s/ GARRY A. WILKENING
                                         ------------------------------------
                                         Garry A. Wilkening
                                         Vice President-Administration
                                         and Controller

EX-99.77Q1

                                                             For Information
                                                             ---------------
                                                             Mark A. Hellerstein
                                                             Robert T. Hanley
                                                             303-861-8140


FOR IMMEDIATE RELEASE

         ST. MARY ANNOUNCES AGREEMENT TO ACQUIRE OIL AND GAS PROPERTIES
             FROM FLYING J OIL & GAS AND BIG WEST OIL & GAS

DENVER,  December 13, 2002 - St. Mary Land &  Exploration Company (NYSE: SM)
today  announced  that  through  its wholly  owned  subsidiary  Nance  Petroleum
Corporation it had agreed to acquire oil and gas properties with an estimated 69
BCFE of proved reserves, 92% developed, from Flying J Oil & Gas Inc. and Big
West Oil &  Gas Inc. in exchange  for the issuance of a total of 3.4 million
restricted shares of St. Mary common stock. In addition,  St. Mary has agreed to
make a  non-recourse  loan to Flying J and Big West of $72 million at Libor plus
2% for up to a 39-month period,  which will be secured by a pledge of the shares
of St.  Mary stock  issued to Flying J and Big West.  During the  39-month  loan
period  Flying J and Big West can elect to put their shares of St. Mary stock to
the Company for $72 million plus accrued  interest on the loan, and St. Mary can
elect to call the shares for $98 million.

The number of St.  Mary shares to be issued and the loan,  put and call  amounts
are subject to proportionate  adjustments in the event of certain purchase price
adjustments that may occur as a result of due diligence matters. The acquisition
is expected to close January 29, 2003.  McDonald  Investments Inc. is St. Mary's
financial advisor in this transaction.

The  properties to be acquired are located  primarily in the  Williston,  Powder
River and Green River basins and currently produce an estimated 2,100 barrels of
oil and 8,200 Mcf of gas per day or 20,800 MCFE per day,  which is equivalent to
15% of St. Mary's average daily  production  rate for the third quarter 2002. In
addition,   the  acquisition  will  include   approximately   500,000  acres  of
undeveloped oil and gas leases.  For calendar year 2003,  approximately  100% of
the estimated  oil  production is hedged at an average NYMEX price of $27.80 per
barrel, with a provision that eliminates the hedge on a month-to-month  basis in
the event the  average  monthly  NYMEX oil  price is below  $21.00  per  barrel.
Approximately 70% of the 2003 natural gas production is hedged using a CIG basis
collar  with a floor of $2.50 per MMBTU and a ceiling  of $5.93 per  MMBTU.  The
Company intends to hedge 100% of estimated 2004 production prior to closing.

"The properties  provide an ideal  expansion  opportunity for the Rockies region
where we have enjoyed a 91% success rate drilling operated wells since 1991. St.
Mary's Nance  Petroleum  Corporation is now the second  largest  operator of oil
properties  in Montana.  While  considerable  reserves will be added in the core
area of the Williston  Basin,  sizeable  increases will also occur in the Powder
River and Green River basins.  Although the deal structure has some  complexity,
it can be viewed either as a stock  transaction or as a cash acquisition for $72
million if the put option is exercised,  both of which we believe are favorable.
The call  feature  allows us to manage  our debt and equity  levels.  Should our
stock price increase  significantly we have the ability to repurchase the shares
to minimize dilution that may occur with the conversion of our previously issued
5.75% Senior Convertible Notes into St. Mary shares," said Mark Hellerstein, St.
Mary's Chairman, President and CEO.

This release contains 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  uncertain  nature of the  expected
benefits from the acquisition of oil and gas  properties,  the pending nature of
the  reported   acquisition   transaction   and  the  ability  to  complete  the
transaction,  the volatility and level of oil and natural gas prices, production
rates and reserve replacement,  reserve estimates, drilling and operating risks,
market  conditions for the acquisition of oil and gas  properties,  competition,
litigation,   environmental   matters,   the  potential   impact  of  government
regulations, 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 securities laws.

                                                                        PR-02-20