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)
                       January 28, 2003 (January 27, 2003)

                     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.

     On January 27, 2003, St. Mary Land & Exploration Company learned that
certain clerical errors had occurred in computing the effect of natural gas
commodity price changes on the mark-to-market accrued derivative balance sheet
asset and liability resulting from its natural gas hedging positions together
with the related deferred income tax and accumulated other comprehensive income
balance sheet amounts, along with the footnotes thereon, set forth in St. Mary's
consolidated balance sheets included in its quarterly reports on Form 10-Q for
the quarterly periods ended March 31, 2002, June 30, 2002 and September 30,
2002.

     Such errors did not have any effect on the consolidated statements of
operations or cash flows for any of the periods included in such reports, and
St. Mary has determined that the effects of the errors were not material to any
of the affected balance sheets or to the financial statements taken as a whole.
In addition, the disclosures regarding the details of the underlying hedge
contracts, including volumes, average fixed prices and duration, as set forth in
the Management's Discussion and Analysis of Financial Condition and Results of
Operations section in each of the 2002 Form 10-Qs and in press releases issued
by St. Mary during that period, enabled the computation of accurate amounts with
respect to the above described balance sheet items.

     With respect to St. Mary's consolidated balance sheet as of September 30,
2002 included in its Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2002, had the clerical errors not been made, the accrued
derivative asset of $5,973,000 would have been reduced to $0, which reduction
would have been partially offset by an increase in the deferred tax asset from
$0 to $4,241,000, with a net reduction in total current assets of $1,732,000
from $105,789,000 to $104,057,000. In addition, the accrued derivative liability
would have been increased from $0 to $7,593,000, which net of an insignificant
reduction in the deferred tax liability would have resulted in an increase in
total current liabilities of $6,614,000 from $42,581,000 to $49,195,000. Also,
accumulated other comprehensive income, a component of stockholders' equity,
would have been reduced by $9,109,000 from $2,015,000 to a loss of $7,094,000
thereby reducing total stockholders equity from $302,374,000 to $293,265,000.
Further, a disclosure was made in the notes to consolidated financial statements
that based on current prices St. Mary expected that $2,399,000 of the after tax
gain amount included in accumulated other comprehensive income will be included
in earnings during the next 12 months. Such amount should have been an expected
loss of approximately $6 million based on commodity prices at that time. Such
mark-to-market commodity hedging position gains and losses change daily with
daily changes in commodity prices.

     The Company issued a press release dated January 28, 2003 announcing the
clerical errors and the filing of this report. Such press release is furnished
as part of this report as Exhibit 99.1.

                                       2




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 January 28, 2003.

                                       3



                                   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:  January 28, 2003                  By: /S/ MARK A. HELLERSTEIN
                                             -----------------------
                                             Mark A. Hellerstein
                                             Chairman of the Board, President
                                             and Chief Executive Officer

Date:  January 28, 2003                   By: /S/ RICHARD C. NORRIS
                                              ---------------------
                                              Richard C. Norris
                                              Vice President - Finance,
                                              Treasurer and Secretary

EX-99.77Q1

                                                             Exhibit 99.1

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

FOR IMMEDIATE RELEASE

                        ST. MARY ANNOUNCES CLERICAL ERROR

DENVER, January 28, 2003 - St. Mary Land & Exploration Company (NYSE: SM)
today announced that it learned that a clerical error had been made in
calculating and presenting the mark-to-market of its natural gas hedging
instruments and the corresponding component of equity ("Accumulated Other
Comprehensive Income") and deferred taxes on its balance sheets. The error
appears in its quarterly reports on Form 10-Q for the periods ending March 31,
2002, June 30, 2002 and September 30, 2002. The error does not affect the
statements of operations or statements of cash flow for those periods.

The Company is filing a Form 8-K concurrently with this release, which provides
additional details. The Company has concluded that the effects of these clerical
errors on its balance sheets were not material.

This release contains forward-looking statements within the meaning of
securities laws. The words "will," "believe," "anticipate," "intend,"
"estimate," and "expect" 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 level of oil and natural gas prices, production
rates and reserve replacement, reserve estimates, drilling and operating service
availability and risks, uncertainties in cash flow, the financial strength of
hedge contract counterparties, the availability of attractive exploration and
development and property acquisition opportunities and any necessary financing,
expected acquisition benefits, 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-03-02
================================================================================