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)
                      February 10, 2004 (February 9, 2004)

                     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 February 9, 2004, St. Mary Land & Exploration Company issued a press
release announcing its repurchase of 3,380,818 restricted shares of St. Mary
common stock from Flying J Oil & Gas Inc. and Big West Oil & Gas Inc for
$91,000,000 or $26.92 per share. 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 February 9, 2004



                                   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:  February 10, 2004                  By: /S/ DAVID W. HONEYFIELD
                                              -----------------------
                                              David W. Honeyfield
                                              Vice President - Finance,
                                              Treasurer and Secretary

EX-99.1

                                                             EXHIBIT 99.1

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


FOR IMMEDIATE RELEASE

                        ST. MARY REPURCHASES SHARES FROM
                    FLYING J OIL & GAS AND BIG WEST OIL & GAS

DENVER, February 9, 2004 - St. Mary Land & Exploration Company (NYSE: SM)
announced that earlier today the Company repurchased from Flying J Oil & Gas
Inc. and Big West Oil & Gas Inc. 3,380,818 restricted shares of St. Mary
common stock for a total of $91,000,000, or $26.92 per share. St. Mary issued
the shares to Flying J and Big West on January 29, 2003 in connection with St.
Mary's acquisition of oil and gas properties. In addition to issuing the shares,
St. Mary loaned Flying J and Big West $71,594,000. This loan was completely
repaid by Flying J and Big West as part of the share repurchase transaction.
Accrued interest, which has not been recorded by the Company for financial
reporting purposes due to the non-recourse nature of the loan, was forgiven. The
$19,406,000 cash payment for the share repurchase, net of the loan repayment
from Flying J and Big West, was funded from the Company's existing cash balances
and borrowings under its bank credit facility.

Mark Hellerstein, St. Mary's Chairman, President and CEO commented, "We are
pleased the Flying J transaction has resulted in a very good outcome for both
ourselves and Flying J. We believe the share repurchase will be accretive to
earnings and EBITDAX per share in 2004. It is also being made at a time when we
are able to use our cash on hand to fund a significant portion of the net
repurchase price. A side benefit to the repurchase will be a simplification of
our balance sheet."

This release contains forward-looking statements within the meaning of
securities laws. The words "will," "believe," "anticipate," "intend" 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
volatility and levels of oil and natural gas prices, reserve estimates, the
availability and terms of any necessary financing, competition, litigation,
environmental matters, the potential impact of government regulations, and other
such matters discussed in the "Risk Factors" section of St. Mary's 2002 Annual
Report on Form 10-K filed with the SEC. Although St. Mary may from time to time
voluntarily update its prior forward looking statements, it disclaims any
commitment to do so except as required by securities laws.
                                                                        PR-04-02